THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE SECURITIES ISSUABLE UPON
EXERCISE THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"), AND MAY NOT BE OFFERED OR SOLD EXCEPT: (i) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, (ii) TO THE EXTENT APPLICABLE,
PURSUANT TO RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING
TO THE DISPOSITION OF SECURITIES), OR (iii) UPON THE DELIVERY BY THE HOLDER TO
THE COMPANY OF AN OPINION OF COUNSEL, SATISFACTORY TO COUNSEL FOR THE COMPANY,
STATING THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE.

                            EXERCISABLE ON OR BEFORE
                    5:00 P.M., NEW YORK TIME, _________, 2003

No. W-____                                                     _______ Warrants

                             TELEHUBLINK CORPORATION

                               WARRANT CERTIFICATE

     This warrant certificate (the "Warrant Certificate") certifies that
_______________________ or registered assigns, is the registered holder of
warrants to purchase, at any time during the period commencing on the
Commencement Date (as hereinafter defined) and continuing until 5:00 P.M. New
York City time on __________, 2003 (the "Expiration Date"), up to _______
fully-paid and non-assessable shares, subject to adjustment in accordance with
Section 6 hereof (the "Warrant Shares"), of the common stock, par value $.01 per
share (the "Common Shares"), of TeleHubLink Corporation, a Delaware corporation
(the "Company"), subject to the terms and conditions set forth herein. The
warrants represented by this Warrant Certificate and any warrants resulting from
a transfer or subdivision of the warrants represented by this Warrant
Certificate shall sometimes hereinafter be referred to, individually, as a
"Warrant" and, collectively, as the "Warrants." As used herein, the term
"Commencement Date" shall mean the earliest of the Maturity Date or the
Prepayment Date set forth in that certain 10% Subordinated Convertible Debenture
dated ________, 1999 made by the Company in favor of the holder hereof (the
"Debenture").

     This Warrant Certificate is one of a series of Warrant Certificates being
issued as part of a private offering pursuant to the Company's Confidential
Private Offering Memorandum dated June 8, 1999 (the "Memorandum").

     1. EXERCISE OF WARRANTS. Each Warrant is initially exercisable to purchase
one Warrant Share at the Initial Exercise Price (as defined in Section 5.1
hereof), subject to adjustment

<PAGE>
as set forth in Section 6 hereof, payable in cash or by check to the order of
the Company, or any combination of cash or check. Upon surrender of this Warrant
Certificate with the annexed Form of Election to Purchase duly executed,
together with payment of the Exercise Price (as hereinafter defined) for the
Warrant Shares purchased, at the Company's principal offices (presently located
at 24 New England Executive Park, Burlington, MA 01803) the registered holder
thereof (the "Holder" or "Holders") shall be entitled to receive a certificate
or certificates for the Warrant Shares so purchased. The purchase rights
represented by this Warrant Certificate are exercisable at the option of the
Holder hereof, in whole or in part (but not as to fractional Common Shares). In
the case of the purchase of less than all the Warrant Shares purchasable under
this Warrant Certificate, the Company shall cancel this Warrant Certificate upon
the surrender thereof and shall execute and deliver a new Warrant Certificate of
like tenor for the balance of the Warrant Shares purchasable hereunder.

     2. ISSUANCE OF CERTIFICATES. Exercise of the Warrants shall be deemed to
have been made at the close of business on the date on which a duly executed
Form of Election to Purchase, together with the applicable Exercise Price, is
delivered to the Company. Upon the exercise of the Warrants, the person or
persons entitled to receive the Warrant Shares shall be treated for all purposes
as having been the record holder or holders thereof as of the relevant time
described in the foregoing sentence. Upon such exercise of the Warrants, the
issuance of certificates for the Warrant Shares purchased pursuant to such
exercise shall be made forthwith (and in any event within five (5) business days
thereafter) without charge to the Holder thereof including, without limitation,
any tax which may be payable in respect of the issuance thereof, and such
certificates shall (subject to the provisions of Section 3 hereof) be issued in
the name of, or in such names as may be directed by, the Holder thereof;
provided, however, that the Company shall not be required to pay any tax which
may be payable in respect of any transfer involved in the issuance and delivery
of any such certificates in a name other than that of the Holder and the Company
shall not be required to issue or deliver such certificates unless or until the
person or persons requesting the issuance thereof shall have paid to the Company
the amount of such tax or shall have established to the satisfaction of the
Company that such tax has been paid.

     The Warrant Certificates and, upon exercise of the Warrants, the
certificates representing the Warrant Shares shall be executed on behalf of the
Company by the manual or facsimile signature of those officers required to sign
such certificates under applicable law.

     The Warrant Certificates and, upon exercise of the Warrants, in part or in
whole, certificates representing the Warrant Shares shall bear legends
substantially similar to the following:

     "The securities represented by this certificate and/or the securities
     issuable upon exercise thereof have not been registered under the
     Securities Act of 1933, as amended (the "Act"), and may not be offered or
     sold except (i) pursuant to an effective registration statement under the
     Act, (ii) to the extent applicable, pursuant to Rule 144 under the Act (or
     any similar rule under such Act relating to the disposition of securities),
     or (iii) upon the delivery by the holder to the

                                       -2-


<PAGE>
     Company of an opinion of counsel, satisfactory to counsel to the Company,
     stating that an exemption from registration under such Act is available."

     3. INVESTMENT INTENT. The Holder of this Warrant Certificate, by its
acceptance thereof, covenants and agrees that the Warrants and the Warrant
Shares issuable upon exercise of the Warrants are being acquired as an
investment and not with a view to the distribution thereof.

     4. REGISTRATION RIGHTS. The Holder shall be entitled to all of the rights
set forth in the Registration Rights Agreement dated as of the date hereof
between the Company and the Holder.

     5. PRICE.

     5.1 INITIAL AND ADJUSTED EXERCISE PRICE. The initial exercise price of
each Warrant (the "Initial Exercise Price") shall be $2.00 per Warrant Share.

     The adjusted exercise price (the "Adjusted Exercise Price") shall be the
price which shall result from time to time from any and all adjustments of the
Initial Exercise Price in accordance with the provisions of Section 6 hereof.

     5.2 EXERCISE PRICE. The term "Exercise Price" herein shall mean the
Initial Exercise Price or the Adjusted Exercise Price, depending upon the
context.

     6. ADJUSTMENTS OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES.

     6.1 DIVIDENDS AND DISTRIBUTIONS. In case the Company shall at any time
after the date hereof pay a dividend in Common Shares or make a distribution in
Common Shares, then upon such dividend or distribution, the Exercise Price in
effect immediately prior to such dividend or distribution shall be reduced to a
price determined by dividing an amount equal to the total number of Common
Shares outstanding immediately prior to such dividend or distribution multiplied
by the Exercise Price in effect immediately prior to such dividend or
distribution, by the total number of Common Shares outstanding immediately after
such issuance or sale. For purposes of any computation to be made in accordance
with the provisions of this Section 6.1, the Common Shares issuable by way of
dividend or distribution shall be deemed to have been issued immediately after
the opening of business on the date following the date fixed for determination
of shareholders entitled to receive such dividend or distribution.

     6.2 SUBDIVISION AND COMBINATION. In case the Company shall at any time
subdivide or combine the outstanding Common Shares, the Exercise Price shall
forthwith be proportionately decreased in the case of subdivision or increased
in the case of combination.

     6.3 ISSUANCES OF COMMON SHARES. If the Company shall, at any time or from
time to time after the Commencement Date, issue any Common Shares or other
securities convertible into, or exchangeable or exercisable for, Common Shares,
in each case other than Excluded Shares (as hereinafter defined), for no
consideration or for a consideration per share less than the Exercise Price in
effect immediately prior to the issuance of such Common Shares or other
securities, the Exercise Price in effect immediately prior to each such issuance
shall automatically be lowered to a price equal to the consideration per share
received by the Company upon such

                                       -3-


<PAGE>
issuance. In the case of the issuance of Common Shares for a consideration
consisting in whole or part of property other than cash, the value of such
property shall be deemed to be the fair market value of such property as
determined in good faith by the Board of Directors of the Company. As used
herein, the term "Excluded Shares" shall mean (i) Common Shares issued in
connection with transactions described in Sections 6.1 and 6.2 hereof, (ii)
Common Shares issued upon the exercise or conversion of any options, rights,
warrants or other similar securities outstanding on the date hereof, (iii)
Common Shares issued to officers, directors or employees of or consultants to
the Company pursuant to any agreement, plan or arrangement approved prior to the
date hereof by the Board of Directors of the Company or a committee thereof
authorized to give such approval.

     6.4 ADJUSTMENT IN NUMBER OF WARRANT SHARES. Upon each adjustment of the
Exercise Price pursuant to the provisions of this Section 6, the number of
Warrant Shares issuable upon the exercise of each Warrant shall be adjusted to
the nearest full Common Share by multiplying a number equal to the Exercise
Price in effect immediately prior to such adjustment by the number of Warrant
Shares issuable upon exercise of the Warrants immediately prior to such
adjustment and dividing the product so obtained by the adjusted Exercise Price.

     6.5 RECLASSIFICATION, CONSOLIDATION, MERGER, ETC. In case of any
reclassification or change of the outstanding Common Shares (other than a change
in nominal value to no nominal value, or from no nominal value to nominal value,
or as a result of a subdivision or combination), or in the case of any
consolidation of the Company with, or merger of the Company into, another
corporation (other than a consolidation or merger in which the Company is the
surviving corporation and which does not result in any reclassification or
change of the outstanding Common Shares, except a change as a result of a
subdivision or combination of such shares or a change in nominal value, as
aforesaid), or in the case of a sale or conveyance to another corporation of the
property of the Company as an entirety, the Holder shall thereafter have the
right to purchase the kind and number of shares of stock and other securities
and property receivable upon such reclassification, change, consolidation,
merger, sale or conveyance as if the Holder were the owner of the Warrant Shares
issuable upon exercise of the Warrants immediately prior to any such events at a
price equal to the product of (x) the number of Warrant Shares issuable upon
exercise of the Warrants and (y) the Exercise Price in effect immediately prior
to the record date for such reclassification, change, consolidation, merger,
sale or conveyance as if such Holder had exercised the Warrants.

     6.6 DETERMINATION OF OUTSTANDING COMMON SHARES. The number of Common Shares
at any one time outstanding shall include the aggregate number of shares issued
or issuable upon the exercise of outstanding options, rights and warrants and
upon the conversion or exchange of outstanding convertible or exchangeable
securities.

     7. REDEMPTION OF WARRANTS. The Warrants are redeemable by the Company, in
whole or in part, on not less than thirty (30) days' prior written notice at a
redemption price of $0.10 per Warrant at any time after issuance by the Company;
provided that the closing bid quotation of the Company's Common Shares has
exceeded $3.00 (subject to adjustment consistent with the provisions of Section
6 hereof) for a period of 30 consecutive trading days during the period in which
the Warrants are exercisable. The redemption notice shall be mailed to the
holders of the

                                       -4-


<PAGE>
Warrants at their addresses appearing in the Warrant register. Holders of the
Warrants will have exercise rights until the close of business on the date fixed
for redemption.

     8. EXCHANGE AND REPLACEMENT OF WARRANT CERTIFICATES. This Warrant
Certificate is exchangeable without expense, upon the surrender hereof by the
registered Holder at the principal executive office of the Company, for a new
Warrant Certificates of like tenor and date representing in the aggregate the
right to purchase the same number of Warrant Shares, in such denominations as
shall be designated by the Holder thereof at the time of such surrender.

     Upon receipt by the Company of evidence reasonably satisfactory to it of
the loss, theft, destruction or mutilation of this Warrant Certificate, and, in
case of loss, theft or destruction, of indemnity or security reasonably
satisfactory to it, and reimbursement to the Company of all reasonable expenses
incidental thereto, and upon surrender and cancellation of this Warrant
Certificate, if mutilated, the Company will make and deliver a new Warrant
Certificate of like tenor, in lieu thereof.

     9. ELIMINATION OF FRACTIONAL INTERESTS. The Company shall not be required
to issue certificates representing fractions of Common Shares and shall not be
required to issue scrip or pay cash in lieu of fractional interests, it being
the intent of the parties that all fractional interests shall be eliminated by
rounding any fraction up to the nearest whole number of Common Shares, provided
that at its option the Company may pay cash in lieu of fractional shares based
on the closing sale price of the Company's Common Shares on the exchange or
market, if any, where such Common Shares are traded or quoted at the close of
business on the date on which the Warrants are deemed to have been exercised.

     10. RESERVATION OF SHARES. The Company covenants and agrees that it will at
all times reserve and keep available out of its authorized share capital, solely
for the purpose of issuance upon the exercise of the Warrants, such number of
Common Shares as shall be equal to the maximum number of Warrant Shares issuable
upon the exercise of the Warrants, for issuance upon such exercise, and that,
upon exercise of the Warrants and payment of the Exercise Price therefor, all
Warrant Shares issuable upon such exercise shall be duly and validly issued,
fully paid, nonassessable and not subject to the preemptive rights of any
shareholder.

     11. NOTICES TO WARRANT HOLDERS. Nothing contained in this Agreement shall
be construed as conferring upon the Holder or Holders the right to vote or to
consent or to receive notice as a shareholder in respect of any meetings of
shareholders for the election of directors or any other matter, or as having any
rights whatsoever as a shareholder of the Company. If, however, at any time
prior to the expiration of the Warrants and their exercise, any of the following
events shall occur:

          (a) the Company shall take a record of the holders of its Common
     Shares for the purpose of entitling them to receive a dividend or
     distribution payable otherwise than in cash, or a cash dividend or
     distribution payable otherwise than out of current or retained earnings,
     as indicated by the accounting treatment of such dividend or distribution
     on the books of the Company; or


                                       -5-
<PAGE>
          (b) the Company shall offer to all the holders of its Common Shares
     any additional Common Shares or other shares of capital stock of the
     Company or securities convertible into or exchangeable for Common Shares or
     other shares of capital stock of the Company, or any option, right or
     warrant to subscribe therefor; or

          (c) a dissolution, liquidation or winding up of the Company (other
     than in connection with a consolidation or merger) or a sale of all or
     substantially all of its property, assets and business as an entirety
     shall be proposed;

then, in any one or more of said events, the Company shall give written notice
of such event at least twenty (20) days prior to the date fixed as a record date
or the date of closing the transfer books for the determination of the
shareholders entitled to such dividend, distribution, convertible or
exchangeable securities or subscription rights, options or warrants, or entitled
to vote on such proposed dissolution, liquidation, winding up or sale. Such
notice shall specify such record date or the date of closing the transfer books,
as the case may be. Failure to give such notice or any defect therein shall not
affect the validity of any action taken in connection with the declaration or
payment of any such dividend or distribution, or the issuance of any convertible
or exchangeable securities or subscription rights, options or warrants, or any
proposed dissolution, liquidation, winding up or sale.

     12. NOTICES All notices, requests, consents and other communications
hereunder shall be in writing and shall be deemed to have been duly made when
personally delivered or sent by registered or certified mail (return receipt
requested, postage prepaid), facsimile transmission or overnight courier:

          (a) If to a registered Holder of the Warrants, to the address of such
     Holder as shown on the books of the Company; or

          (b) If to the Company, to the address set forth in Section 1 of this
     Agreement or to such other address as the Company may designate by notice
     to the Holders.

     13. SUCCESSORS. All the covenants and provisions of this Agreement by or
for the benefit of the Company and the Holders inure to the benefit of their
respective successors and assigns hereunder.

     14. GOVERNING LAW

         14.1 CHOICE OF LAW. This Warrant Certificate shall be deemed to have
been made and delivered in the State of New York and shall be governed as to
validity, interpretation, construction, effect and in all other respects by the
substantive laws of the State of New York, without giving effect to the choice
of laws rules thereof.

         14.2 JURISDICTION AND SERVICE OF PROCESS. The Company and the Holder
each (a) agrees that any legal suit, action or proceeding arising out of or
relating to this Warrant Certificate, or any other agreement entered into
between the Company and the Holder pursuant to the Private Financing
contemplated by the Memorandum shall be instituted exclusively in the New York
State Supreme Court, County of New York or in the United States District Court
for the

                                       -6-


<PAGE>
Southern District of New York, (b) waives any objection which the Company or
such Holder may have now or hereafter based upon FORUM NON CONVENIENS or to the
venue of any such suit, action or proceeding, and (c) irrevocably consents to
the jurisdiction of the New York State Supreme Court, County of New York and the
United States District Court for the Southern District of New York in any such
suit, action or proceeding. The Company and the Holder each further agrees to
accept and acknowledge service of any and all process which may be served in any
such suit, action or proceeding in the New York State Supreme Court, County of
New York or in the United States District Court for the Southern District of New
York and agrees that service of process upon the Company or the Holder mailed by
certified mail to their respective addresses shall be deemed in every respect
effective service of process upon the Company or the Holder, as the case may be,
in any suit, action or proceeding. FURTHER, BOTH THE COMPANY AND THE HOLDER
HEREBY WAIVE TRIAL BY JURY IN ANY ACTION TO ENFORCE THE TERMS OF THIS WARRANT
CERTIFICATE AND IN CONNECTION WITH ANY DEFENSE, COUNTER-CLAIM OR CROSSCLAIM
ASSERTED IN ANY SUCH ACTION.

     IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be
duly executed as of this ____ day of ________, 1999.

[SEAL]                                      TELEHUBLINK CORPORATION

                                            By:____________________
                                            Name:
                                            Title:

Attest:

____________________________

                                      -7-


<PAGE>



                          FORM OF ELECTION TO PURCHASE

     The undersigned hereby irrevocably elects to exercise the right,
represented by this Warrant Certificate, to purchase ________ Warrant Shares and
herewith tenders in payment for such Warrant Shares cash or a check payable to
the order of TeleHubLink Corporation in the amount of $_______ , all in
accordance with the terms hereof. The undersigned requests that a certificate
for such Warrant Shares be registered in the name of_________________ , whose
address is______________________ , and that such certificate be delivered
to_______________________, whose address is____________________.

Dated:                      Signature:
                                 (Signature must conform in all respects to
                                 name of holder as specified on the face of the
                                 Warrant Certificate.)



____________________________

____________________________
(Insert Social Security or Other
Identifying Number of Holder)


<PAGE>


                               FORM OF ASSIGNMENT

             (To be executed by the registered holder if such holder
                  desires to transfer the Warrant Certificate.)

     FOR VALUE RECEIVED_____________________hereby sells, assigns and transfers
unto


(Please print name and address of transferee)

this Warrant Certificate, together with all right, title and interest therein,
and does hereby irrevocably constitute and appoint_________________________ ,
Attorney, to transfer the within Warrant Certificate on the books of the
within-named Company, with full power of substitution.

Dated:                      Signature:

                                 ________________________
                                 (Signature must conform in all respects to
                                 name of holder as specified on the face of
                                 the Warrant Certificate)


________________________________

________________________________
(Insert Social Security or Other
Identifying Number of Assignee)