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                                                             EXHIBIT 10.29

                                                                                

                  Void after 5:00 p.m. New York, New York time
                   on [fifth anniversary of date of issuance]

             Warrant to Purchase ___________ Shares of Common Stock


THIS WARRANT HAS BEEN ISSUED PURSUANT TO REGULATION S PROMULGATED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). NEITHER THIS WARRANT NOR ANY
SHARES ISSUED UPON THE EXERCISE OF THIS WARRANT (THE "SHARES") HAVE BEEN
REGISTERED UNDER THE ACT OR ANY STATE SECURITIES LAWS. THIS WARRANT MAY NOT BE
OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A "U.S.
PERSON", AS THAT TERM IS DEFINED IN REGULATION S (A "U.S. PERSON"), UNLESS
REGISTERED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR AN
EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.

THIS WARRANT MAY NOT BE EXERCISED BY OR ON BEHALF OF ANY U.S. PERSON UNLESS THIS
WARRANT HAS BEEN REGISTERED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES
LAWS OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.

                   _________________________________________

                        WARRANT TO PURCHASE COMMON STOCK

                                       OF

                     UTG Communications International, Inc.

                             a Delaware Corporation

          This is to certify that, FOR VALUE RECEIVED, Medfield S.A., a
corporation organized under the laws of Panama or assigns ("Holder"), is
entitled to purchase, subject to the provisions of this Warrant, from UTG
Communications International, Inc., a Delaware Corporation (the "Company"),
_____________ fully paid, validly issued and non-assessable shares of common
stock, $.00001 par value, of the Company ("Common Stock") at any time through
and including [fifth anniversary of date of issuance] ("Exercise Period").  The
Warrant Exercise Price shall be $[2.00] [3.00] [4.50] for each share of Common
Stock of the Issuer issuable upon the exercise of this Warrant.  The number of
shares of Common Stock to be received upon the exercise of this Warrant and the 
price to be paid for each share of Common
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received upon the exercise of this Warrant and the price to be paid for each
share of Common Stock may be adjusted from time to time as hereinafter set
forth. The shares of Common Stock deliverable upon such exercise, and as
adjusted from time to time, are hereinafter sometimes referred to as "Warrant
Shares" and the exercise price of a share of common stock in effect at any time
and as adjusted from time to time is hereinafter sometimes referred to as the
"Exercise Price."

          (a) Exercise of Warrant.  This Warrant may be exercised in whole or in
              -------------------                                               
part at any time during the Exercise Period, and during the Exercise Period the
Holder shall have the right to exercise this Warrant into the kind and amount of
shares of Common Stock and other securities and property (including cash)
receivable by a holder of the number of shares of Common Stock into which this
Warrant might have been exercisable immediately prior thereto.  This Warrant,
subject to the provisions hereof, may only be exercised by presentation and
surrender hereof to the Company at the European headquarters of the Company at
____________________________________________________, with the Exercise Form
annexed as Exhibit A hereto duly executed and accompanied by (i) payment of the
Exercise Price for the number of Warrant Shares specified in such form and (ii)
an opinion of counsel reasonably satisfactory to the Company to the effect that
the Warrant and the Warrant Shares have been registered under the Act or are
exempt from such registration.  As soon as practicable after each such exercise
of the Warrant, but not later than three (3) business days from the date of such
exercise, the Company shall issue and deliver to the Holder a certificate or
certificates for the Warrant Shares issuable upon such exercise, registered in
the name of the Holder or its designee; provided however, that, unless the
Warrant Shares are registered under the Act and any applicable blue sky or state
securities laws or an exemption from such registration is available, the Company
will not deliver any Warrant Shares within the United States or to any U.S.
Person.  The Common Stock and any Warrants issued in exchange for this Warrant
shall be issued with such restrictive legends as are required by the Act or the
Regulations thereunder.  If this Warrant should be exercised in part only, the
Company shall, upon surrender of this Warrant for cancellation, execute and
deliver a new Warrant evidencing the rights of the Holder thereof to purchase
the balance of the Warrant Shares purchasable thereunder.  Upon receipt by the
Company of this Warrant, in proper form for exercise and accompanied (i) by
payment of the Exercise Price, (ii) the documentation set forth in this
paragraph (a) and (iii) delivery instructions consistent with this paragraph
(a), the Holder shall be deemed to be the holder of record of the shares of
Common Stock issuable upon such exercise, notwithstanding that the stock
transfer books of the Company shall then be closed or that certificates
representing such shares of Common Stock shall not then by physically delivered
to the Holder.

          (b) Reservation of Shares.  The Company shall at all times reserve for
              ---------------------                                             
issuance and/or delivery upon exercise of this Warrant such number of shares of
its Common Stock as shall be required for issuance and delivery upon exercise of
the Warrant.

          (c) Fractional Shares.  No fractional shares or script representing
              -----------------                                              
fractional shares shall be issued upon the exercise of this Warrant.  With
respect to any fraction of a share 

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called for upon any exercise hereof, the shall pay to the Holder an amount in
cash equal to such fraction multiplied by the current market value of a share,
determined as follows:

               (1) If the Common Stock is listed on a National Securities
Exchange or admitted to unlisted trading privileges on such exchange or listed
for trading on the NASDAQ system, the current market value shall be the last
reported sale price of the common stock on such exchange or system on the last
business day prior to the date of exercise of this Warrant or if no such sale is
made on such day, the average closing bid and asked prices for such day on such
exchange or system; or

               (2) If the Common Stock is not so listed or admitted to unlisted
trading privileges, the current market value shall be the mean of the last
reported bid and asked prices reported by the National Quotation Bureau, Inc. on
the last business day prior to the date of the exercise of this Warrant; or

               (3) If the Common Stock is not so listed or admitted to unlisted
trading privileges and bid and asked prices are not so reported, the current
market value shall be an amount not less than book value thereof as at the end
of the most recent fiscal year of the Company ending prior to the date of the
exercise of the Warrant, determined in such reasonable manner as may be
prescribed by the Board of Directors of the Company.

          (d)  Exchange, Transfer, Assignment or Loss of Warrant.  This Warrant
               -------------------------------------------------               
is exchangeable, without expense, at the option of the Holder, upon presentation
and surrender hereof to the Company at its European headquarters for other
warrants of different denominations entitling the holder thereof to purchase in
the aggregate the same number of shares of Common Stock purchasable hereunder.
Upon surrender of this Warrant to the Company at its principal office or at the
offices of its stock transfer agent, if any, with the Assignment Form annexed
hereto duly executed and funds sufficient to pay any transfer tax, the Company
shall, without charge, execute and deliver a new Warrant in the name of the
assignee named in such instrument of assignment and this Warrant shall promptly
be canceled.  The term "Warrant" as used herein includes any Warrants into which
this Warrant may be divided or exchanged. Upon receipt by the Company of
evidence satisfactory to it of the loss, theft, destruction or mutilation of
this Warrant, and (in the case of loss, theft or destruction) of reasonably
satisfactory indemnification, and upon surrender and cancellation of this
Warrant, if mutilated, the Company will execute and deliver a new Warrant of
like tenor and date.  Any such new Warrant executed and delivered shall
constitute an additional contractual obligation on the part of the Company,
whether or not this Warrant so lost, stolen, destroyed, or mutilated shall be at
any time enforceable by anyone.

          (e)  Rights of the Holder.  The Holder shall not, by virtue hereof, be
               --------------------                                             
entitled to any rights of a shareholder in the Company, either at law or equity,
and the rights of the Holder are limited to those expressed in the Warrant and
are not enforceable against the Company except to the extent set forth herein.

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          (f)  Anti-Dilution Provisions.  The Exercise Price in effect at any
               ------------------------                                      
time and the number and kind of securities purchasable upon the exercise of the
Warrants shall be subject to adjustment from time to time upon the happening of
certain events as follows:

               (1)  In case the Company shall (i) declare a stock dividend or
make a distribution on its outstanding shares of Common Stock in shares of
Common Stock, (ii) subdivide or reclassify its outstanding shares of Common
Stock into a greater number of shares, or (iii) combine or reclassify its
outstanding shares of Common Stock into a smaller number of shares, the Exercise
Price in effect at the time of the record date for such dividend or distribution
or of the effective date of such subdivision, combination or reclassification
shall be adjusted so that it shall equal the price determined by multiplying the
Exercise Price by a fraction, the denominator of which shall be the number of
shares of Common Stock outstanding after giving effect to such action, and the
numerator of which shall be the number of shares of Common Stock outstanding
immediately prior to such action. Such adjustment shall be made successively
whenever any event listed above shall occur.

               (2)  Whenever the Exercise Price payable upon exercise of each
Warrant is adjusted pursuant to Subsection (1) above, the number of shares
purchasable upon exercise of this Warrant shall simultaneously be adjusted by
multiplying the number of shares initially issuable upon exercise of this
Warrant by the Exercise Price in effect on the date hereof and dividing the
product so obtained by the Exercise Price, as adjusted.

               (3)  Whenever the Exercise Price is adjusted, as herein provided,
the Company shall promptly cause a notice setting forth the adjusted Exercise
Price and adjusted number of shares issuable upon exercise of each Warrant to be
mailed to the Holders, at their last addresses appearing in the Warrant
Register, and shall cause a certified copy thereof to be mailed to its transfer
agent, if any. The Company may retain a firm of independent certified public
accountants selected by the Board of Directors (who may be the regular
accountants employed by the Company) to make any computation required by this
Section (f), and a certificate signed by such firm shall be conclusive evidence
of the correctness of such adjustment.

               (4)  In the event that at any time, as a result of an adjustment
made pursuant to Subsection (1) above, the Holder of this Warrant thereafter
shall become entitled to receive any shares of the Company, other than Common
Stock, thereafter the number of such other shares so receivable upon exercise of
this Warrant shall be subject to adjustment from time to time in a manner and on
terms as nearly equivalent as practicable to the provisions with respect to the
Common Stock contained in Subsection (1) above.

               (5)  Irrespective of any adjustments in the Exercise Price or the
number or kind of shares purchasable upon exercise of this Warrant, Warrants
theretofore or thereafter issued may continue to express the same price and
number and kind of shares as are stated in the similar Warrants initially
issuable pursuant to this Agreement.

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          (g) Officer's Certificate.  Whenever the Exercise Price shall be
              ---------------------                                       
adjusted as required by the provisions of Section (f), the Company shall
forthwith file in the custody of its Secretary or an Assistant Secretary at its
principal office and with its stock transfer agent, if any, an officer's
certificate showing the adjusted Exercise Price determined as herein provided,
setting forth in reasonable detail the facts requiring such adjustment,
including a statement of the number of additional shares of Common Stock, if
any, and such other facts as shall be necessary to show the reason for and the
manner computing such adjustment.  Each such officer's certificate shall be made
available at all reasonable times for inspection by the holder or any holder of
a Warrant executed and delivered pursuant to Section (a) and the Company shall
forthwith after each such adjustment, mail a copy by certified mail of such
certificate to the Holder or any such holder.

          (h) Notices to Warrant Holders.  So long as this Warrant shall be
              --------------------------                                   
outstanding, (i) if the Company shall pay any dividend or make any distribution
upon the Common Stock or (ii) if the Company shall offer to all the holders of
Common Stock for subscription or purchase by them any share of any class or any
other rights or (iii) if the capital reorganization of the Company,
reclassification of the capital stock of the Company, consolidation or merger of
the Company with or into another corporation, sale of all or substantially all
of the property and assets of the Company to another corporation or voluntary or
involuntary dissolution, liquidation or winding up of the Company shall be
effected, then in any such case, the Company shall cause to be mailed by
certified mail to the holder, at least ten days prior to the date specified in
(x) or (y) below, as the case may be, a notice containing a brief description of
the proposed action and stating the date on which (x) a record is to be taken
for the purpose of such dividend, distribution or rights, or (y) such
reclassification, reorganization, consolidation, merger, sale, dissolution,
liquidation or winding up is to take place and date, if any is to be fixed, as
of which the holders of the Common Stock or other securities shall receive cash
or other property deliverable upon such reclassification, reorganization,
consolidation, merger, conveyance, dissolution, liquidation or winding up.
Notwithstanding the above, the failure to give such notice shall not affect the
validity of any transaction for which the notice was required to be given.

          (i) Reclassification, Reorganization or Merger.  In case of any
              ------------------------------------------                 
reclassification, capital reorganization or other change of outstanding shares
of Common Stock of the Company, or in case of any consolidation or merger of the
Company with or into another corporation, other than a merger with a subsidiary,
in which merger the Company is the continuing corporation and which does not
result in any reclassification, capital reorganization or other change of
outstanding shares of Common Stock of the class issuable upon exercise of this
Warrant or in case of any sale to another corporation of the property of the
Company as an entirety, the Company shall, as a condition precedent to such
transaction, cause effective provisions to be made so that the Holder shall have
the right thereafter by exercising this Warrant at any time prior to the
expiration of the Warrant, to purchase the kind and amount of shares of stock
and other securities and property receivable upon such reclassification, capital
reorganization and other change, consolidation, merger or sale by a holder of
the number of 
 
                                       5
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shares of Common Stock which might have been purchased upon exercise of this
Warrant immediately prior to such reclassification, change, consolidation,
merger or sale. Any such provision shall include provision for adjustments which
shall be as nearly equivalent as may be practicable to the adjustments provided
for in this Warrant. The foregoing provisions of this Section (i) shall
similarly apply to successive reclassification, capital reorganizations and
changes of shares of Common Stock and to successive consolidations, mergers or
sales. In the event that in connection with any such capital reorganization and
any shares of Common Stock shall be issued in exchange, conversion,
substitution or payment, in whole or in part, for a security of the Company
other than Common Stock, any such issue shall be treated as an issue of Common
Stock covered by the provisions of Subsection (1) of Section (f) hereof.

          (j) Callable Warrant.  This Warrant may not be called by the Company
              ----------------                                                
at any time.

          (k) Assignment.  This Warrant may only be assigned to a transferee who
              ----------                                                        
has executed an Assignment Form, substantially in the form of Exhibit B attached
hereto.

          IN WITNESS WHEREOF, the Company has caused this Warrant to be signed
and attested by the Undersigned, each being duly authorized, as of the date
below.

                                    UTG Communications International, Inc.


                                    By:____________________
                                      
                                       ___________, 1998
                                       

                                       6
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                                                                       EXHIBIT A


                                 EXERCISE FORM
                                 -------------

                                                            Dated:______________

          The undersigned hereby irrevocably elects to exercise the within
Warrant to the extent of purchasing ________________ shares of Common Stock and
hereby makes payment of _____________ in payment of the actual exercise price
thereof.


                    INSTRUCTIONS FOR REGISTRATION OF STOCK
                    --------------------------------------

Name

________________________________________________________________________________
                 (Please typewrite or print in block letters)

Address

________________________________________________________________________________

Signature_______________________________________________________________________

                             _____________________
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                                                                       EXHIBIT B


                                ASSIGNMENT FORM
                                ---------------

          FOR VALUE RECEIVED,


hereby sells, assigns and transfers unto

Name

________________________________________________________________________________
                 (Please typewrite or print in block letters)

Address

________________________________________________________________________________
the right to purchase Common Stock represented by this Warrant to the extent of
___________________shares as to which such right is exercisable and does hereby
irrevocably constitute and appoint ______________________________ Attorney, to 
transfer the same on the books of the Company with full power of substitution in
the premises.

Date ____________________

Signature ______________________