NEITHER THE WARRANTS  REPRESENTED BY THIS WARRANT  CERTIFICATE  NOR ANY
         SHARES ACQUIRED UPON THE EXERCISE OF SUCH WARRANTS HAVE BEEN REGISTERED
         UNDER THE  SECURITIES  ACT OF 1933, AS AMENDED OR ANY OTHER  SECURITIES
         LAWS, NOR MAY SUCH WARRANTS OR SHARES BE TRANSFERRED, SOLD OR OTHERWISE
         DISPOSED  OF IN  THE  ABSENCE  OF  SUCH  REGISTRATION  OR AN  EXEMPTION
         THEREFROM  UNDER SUCH ACT OR OTHER LAWS.  THIS  WARRANT AND SUCH SHARES
         MAY BE TRANSFERRED ONLY IN COMPLIANCE WITH THE CONDITIONS  SPECIFIED IN
         THIS WARRANT.

                                 DIRECTRIX, INC.
                          Common Stock Purchase Warrant

No.                                                                 X Warrants

                NOT EXERCISABLE AFTER THE DATES SPECIFIED HEREIN

                  THIS  WARRANT  CERTIFICATE   CERTIFIES  THAT  ("Holder"),   or
registered  assigns,  is the  registered  holder of the number of warrants  (the
"Warrants") set forth above, each of which entitles such holder hereof,  subject
to the terms,  provisions  and  conditions  set forth  herein,  to purchase from
Directrix, Inc., a Delaware corporation (the "Company"),  prior to 10 years from
the date hereof and upon the occurrence of certain events as provided in Section
1(a)  hereof at the  principal  office of the  Company  or such  other  location
designated  by the Company in accordance  with the terms set forth  herein,  one
fully paid and nonassessable share of the Common Stock of the Company, par value
$.01 per share ("Common Stock"), upon presentation and surrender of this Warrant
Certificate with the Form of Election to Purchase  attached hereto duly executed
and payment in full (in cash or by certified or official bank or bank  cashier's
check payable to the order of the Company) of the  applicable  Purchase Price as
to which the Warrant(s)  represented by the Warrant  Certificate  are exercised,
all  subject  to the terms,  provisions  and  conditions  hereof.  The  Warrants
represented by this Certificate are being issued in consideration of acting as a
lender to the Company in connection with the Loan and Security Agreement,  dated
as of March 15, 1999 (the "Loan Agreement"),  by and among the Company,  Holder,
Leland Nolan and Donald McDonald.

                  The rights of the holder of this Warrant  Certificate shall be
subject to the following further terms and conditions:

                  SECTION 1.  Exercise of Warrants; Purchase Price.

                  (a) Subject to the  provisions  of Section  6(d)  hereof,  the
registered  holder  of  this  Warrant  Certificate  may  exercise  the  Warrants
evidenced  hereby, in whole or in part, at any time prior to 5:00 p.m., New York
City time, on March 14, 2009 (the "Final  Expiration  Date"),  upon surrender of
this Warrant Certificate,  with the Form of Election to Purchase attached hereto
duly executed,  to the Company at its office maintained pursuant to Section 2(b)
hereof,  together  with payment of the  Purchase  Price for each share of Common
Stock as to which the Warrants are exercised.  Each warrant not exercised  prior
to 5:00 p.m., New York City time, on the Final Expiration Date shall become void
and all rights thereunder shall cease as of such time.

                  (b)  The  purchase  price  for  each  share  of  Common  Stock
purchased  pursuant to the exercise of a Warrant  shall be $0.01 (the  "Purchase
Price");  provided,  however,  that  the  Purchase  Price  shall be  subject  to
adjustment  from time to time as  provided  in Section 8 hereof.  The  aggregate
Purchase Price shall be payable in cash or by certified or official bank or bank
cashier's  check  payable  to the order of the  Company,  or by any other  means
consented to by the Company.

                  (c) Upon  receipt  of this  Warrant  Certificate  representing
exercisable  Warrants,  with the Form of  Election to  Purchase  duly  executed,
accompanied  by payment  of the  aggregate  Purchase  Price for the shares to be
purchased and an amount equal to any applicable transfer tax required to be paid
by the holder of this Warrant  Certificate in accordance  with Section 6 hereof,
the Company shall thereupon promptly (i) cause to be issued to the holder hereof
the Common Stock  certificates for the number of whole shares of Common Stock to
be purchased and (ii) when appropriate,  pay to the registered holder hereof, in
lieu of the issuance of fractional  shares to which such holder would  otherwise
be entitled, an amount in cash in accordance with Section 11 hereof.

                  (d) If the registered holder of this Warrant Certificate shall
exercise less than all the Warrants evidenced hereby, a new Warrant  Certificate
evidencing  Warrants  equivalent to the Warrants remaining  unexercised shall be
issued by the Company to the registered holder of this Warrant Certificate or to
his duly authorized assigns, subject to the provisions of Section 11 hereof.

                  SECTION 2.  Split Up, Combination and Exchange of Warrant
Certificates; Mutilated, Destroyed, Lost or Stolen Warrant Certificates.

                  (a)  Subject to the  provisions  of  Section 11 hereof,  at or
prior to the Final  Expiration  Date this Warrant  Certificate,  with or without
other Warrant  Certificates,  may be split up, combined or exchanged for another
Warrant Certificate or Warrant Certificates,  entitling the registered holder to
purchase a like number of shares of Common Stock as the Warrant  Certificate  or
Warrant  Certificates  surrendered  then entitled  such holder to purchase.  Any
registered  holder  desiring  to split up,  combine  or  exchange  this  Warrant
Certificate  shall make such request in writing  delivered  to the Company,  and
shall surrender the Warrant Certificate or Warrant  Certificates to be split up,
combined or exchanged at the office of the Company  maintained  for such purpose
as set forth below.  Thereupon  the Company shall sign and deliver to the person
entitled thereto a Warrant Certificate or Warrant Certificates,  as the case may
be, as so  requested.  The Company may require  payment of a sum  sufficient  to
cover any  transfer  tax that may be imposed in  connection  with any  split-up,
combination or exchange of Warrant Certificates.

                  Upon   receipt   by  the   Company  of   evidence   reasonably
satisfactory  to it of the loss,  theft,  destruction or mutilation of a 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
the Warrant  Certificate  if mutilated,  the Company will make and deliver a new
Warrant Certificate of like tenor to the registered owner in lieu of the Warrant
Certificate so lost, stolen, destroyed or mutilated.

                  (b) The  Company  will  maintain  an office  (which  may be an
agency  maintained  at a bank) in the City of New York in the  State of New York
where notices,  presentations and demands in respect of any Warrants may be made
upon it and where it will maintain the Warrant register upon which transfers and
exchanges of Warrants  shall be recorded.  Such office  shall be  maintained  at
Directrix,  Inc., 536 Broadway, 10th Floor, New York, New York 10012, until such
time as the Company  shall  notify the holders of the  Warrants of any change of
location of such office.

                  SECTION  3.   Subsequent   Issue  of   Warrant   Certificates.
Subsequent to their original issuance,  no Warrant  Certificates shall be issued
except (a) Warrant Certificates issued upon any transfer, combination,  split-up
or exchange of Warrants pursuant to the terms, conditions and provisions hereof,
(b) Warrant Certificates issued in replacement of mutilated,  destroyed, lost or
stolen  Warrant   Certificates   pursuant  to  Section  2  hereof,  (c)  Warrant
Certificates issued pursuant to Section 1(d) hereof upon the partial exercise of
any Warrant  Certificate  to evidence  the  unexercised  portion of such Warrant
Certificate, (d) Warrant Certificates issued pursuant to Section 8(e) hereof and
(e) Warrant Certificates issued pursuant to Section 14 hereof.

                  SECTION   4.   Cancellation   and   Destruction   of   Warrant
Certificates.  All Warrant Certificates surrendered for the purpose of exercise,
exchange, substitution,  transfer, split-up or combination shall be cancelled by
the Company,  and no Warrant Certificates shall be issued in lieu thereof except
as expressly permitted by any of the provisions of this Warrant Certificate. The
Company  shall  cancel and retire any other  Warrant  Certificates  purchased or
acquired by the Company otherwise than upon the exercise thereof.

                  SECTION 5.  Ownership; Restrictions on Transfer; Registration
of Transfers.
                  (a)      Except as otherwise permitted by this Section 5, each
Warrant Certificate (including each Warrant Certificate issued upon the transfer
of such Warrant Certificate) shall be stamped or otherwise imprinted with
legends in substantially the following form:

                  "Neither the Warrants  represented by this Warrant Certificate
                  nor any shares  acquired  upon the  exercise of such  Warrants
                  have been  registered  under the  Securities  Act of 1933,  as
                  amended or any other  securities laws nor may such Warrants or
                  shares be  transferred,  sold or otherwise  disposed of in the
                  absence of such  registration or an exemption  therefrom under
                  such act or other  laws.  This  Warrant and such shares may be
                  transferred  only in compliance with the conditions  specified
                  in this Warrant."

                  (b)  Except as  otherwise  permitted  by this  Section  5, and
subject to the terms of a Registration Rights Agreement of even date herewith by
and  among  the  Company,   Holder,  Leland  Nolan  and  Donald  McDonald,  each
certificate for Common Stock (or other  securities)  issued upon the exercise of
this Warrant,  and each certificate  issued upon the transfer of any such Common
Stock (or other  securities),  shall be stamped or  otherwise  imprinted  with a
legend in substantially the following form:

                  "The  shares  represented  by this  certificate  have not been
                  registered under the Securities Act of 1933, as amended or any
                  other  securities  laws  and may not be  transferred,  sold or
                  otherwise  disposed of in the absence of such  registration or
                  an  exemption  therefrom  under such Act or other  laws.  Such
                  shares may be transferred,  sold or otherwise disposed of only
                  in  compliance  with the  conditions  specified  in the Common
                  Stock Purchase  Warrants issued by Directrix,  Inc. A complete
                  and correct copy of the form of such Warrant is available  for
                  inspection  at the principal  office of Directrix,  Inc. or at
                  the office or agency maintained by Directrix, Inc. as provided
                  in such  Warrants  and will be furnished to the holder of such
                  shares upon written request and without charge."

                  (c) Prior to any transfer of any Warrant  Certificate  that is
not registered  under an effective  registration  statement under the Securities
Act of 1933 (the "Securities  Act"), the holder thereof will give written notice
to the Company of such holder's  intention to effect such transfer and to comply
in all other  respects with this Section 5. Each such notice shall  describe the
manner and circumstances of the proposed transfer in sufficient detail to enable
counsel to render the opinion referred to below.

                  If, in the opinion of counsel for the  Company,  the  proposed
transfer may not be legally effected without registration of such Warrants under
the  Securities  Act, the Company will promptly so notify the holder thereof and
thereafter  such holder  shall not be entitled to transfer  such  Warrant  until
either (x) receipt by the Company of a further notice from such holder  pursuant
to the foregoing  provisions of this Section 5 and fulfillment of the provisions
of this Section 5 or (y) such Warrants have been  effectively  registered  under
the Securities Act.

                  If, in the opinion of counsel for the  Company,  the  proposed
transfer  may be  effected  without  registration  of such  Warrants  under  the
Securities  Act,  such holder  shall  thereupon  be  entitled  to transfer  such
securities in accordance  with the terms of the notice  delivered by such holder
to the Company.  Each Warrant Certificate issued upon or in connection with such
transfer shall bear the restrictive  legends  required by this Section 5, unless
in the opinion of such  counsel,  such  restrictive  legends are not required or
advisable.

                  (d) The  restrictions  imposed  by  this  Section  5 upon  the
transferability  of the  Warrants  or the  underlying  shares  of  Common  Stock
relating to the registration of securities under the Securities Act set forth in
clauses  (b) and (c) of this  Section  5 shall  terminate  as to any  particular
Warrants or the  underlying  shares of Common  Stock,  (x) when such  securities
shall  have  been  effectively  registered  and sold or  distributed  under  the
Securities Act, (y) when, in the opinion of both counsel for the Company and the
holder  (each of whom shall be  experienced  in  securities  law  matters),  any
restrictions  cease or are permitted to terminate  under  applicable  securities
law,  or (z) when,  in the  opinion of  counsel  for the  Company  (who shall be
experienced in securities law matters), such restrictions are no longer required
in order to insure  compliance  with the Securities Act or any other  applicable
securities  law,  whichever is earliest.  Whenever any such  restrictions  shall
cease and terminate as to any Warrants or the underlying shares of Common Stock,
the holder  thereof  shall be  entitled  to receive  from the  Company,  without
expense  (other  than  applicable  transfer  taxes,  if any),  new  Warrants  or
certificates  of like  tenor  not  bearing  the  applicable  legends  previously
required by this Section 5.

                  SECTION 6.  Reservation and Availability of Shares of Common
Stock.

                  (a) The Company will cause to be reserved  and kept  available
out of its authorized and unissued  shares of Common Stock or its authorized and
issued  shares of Common  Stock  held in its  treasury,  the number of shares of
Common  Stock  that will be  sufficient  to permit the  exercise  in full of all
outstanding  Warrants.  The transfer agent for the Common Stock, if any, will be
irrevocably  authorized  and  directed  at all times to reserve  such  number of
authorized shares as shall be required for such purpose. The Company will keep a
copy of this Warrant on file with each transfer agent.  The Company will furnish
the transfer agent a copy of all notices of adjustments and certificates related
thereto, transmitted to each holder of a Warrant Certificate pursuant to Section
8 hereof.

                  (b) So long as the Common Stock  issuable upon the exercise of
Warrants may be listed on any  national  securities  exchange,  the Nasdaq Stock
Market or the over-the-counter market, the Company shall use its best efforts to
cause all shares  reserved for such  issuance to be listed as  expeditiously  as
possible on such exchange or market upon  official  notice of issuance upon such
exercise.

                  (c) The Company  will take all such action as may be necessary
to ensure that all shares of Common Stock  delivered  upon  exercise of Warrants
shall, at the time of delivery of the  certificates  for such shares (subject to
payment of the Purchase  Price),  be duly and validly  authorized and issued and
fully paid and nonassessable shares.

                  (d) The  Company  will pay when  due and  payable  any and all
federal and state  transfer taxes and charges which may be payable in respect of
the initial issuance or delivery of this Warrant  Certificate or of the issuance
and delivery of any shares of Common Stock upon the exercise of Warrants, except
as set forth in the  immediately  following  sentence.  The  Company  shall not,
however,  be  required  to pay any tax which may be  payable  in  respect of any
transfer or delivery of this Warrant  Certificate to a person other than, or the
issuance or delivery of certificates  for Common Stock in a name other than that
of,  the  registered  holder  of the  Warrant  Certificate  evidencing  Warrants
surrendered for exercise or to issue or deliver any  certificates  for shares of
Common  Stock upon the  exercise of any  Warrants  until any such tax shall have
been paid (any such tax being payable by the holder of such Warrant  Certificate
at the time of  surrender)  or until it has been  established  to the  Company's
satisfaction that no such tax is due.

                  SECTION 7. Common Stock Record Date. Each person in whose name
any  certificate  for  shares of Common  Stock is issued  upon the  exercise  of
Warrants shall for all purposes be deemed to have become the holder of record of
the Common Stock  represented  thereby on, and such certificate  shall be dated,
the close of business on the date upon which the Warrant Certificate  evidencing
such Warrants was duly  surrendered  and payment of the Purchase  Price (and any
applicable transfer taxes) was made; provided, however, that if the date of such
surrender  and payment is a date upon which the Common Stock  transfer  books of
the Company are  closed,  such person  shall be deemed to have become the record
holder of such shares on, and such  certificate  shall be dated,  the opening of
business on the next succeeding  business day on which the Common Stock transfer
books of the Company are open.

                  SECTION 8. Adjustment of Purchase  Price,  Number of Shares or
Number of  Warrants.  The Purchase  Price,  the number of shares of Common Stock
covered by each  Warrant and the number of Warrants  outstanding  are subject to
adjustment from time to time as provided in this Section 8.

                           (a) In case the  Company  shall at any time after the
                  date hereof,  (i) effect a distribution  to all holders of its
                  outstanding  Common Stock  payable in shares of Common  Stock,
                  (ii) subdivide the outstanding Common Stock, (iii) combine the
                  outstanding  Common  Stock into a smaller  number of shares of
                  Common Stock or (iv) issue any  securities of the Company in a
                  reclassification  of the  Common  Stock  (including  any  such
                  reclassification  in connection with a consolidation or merger
                  in  which  the  Company  is  the   continuing   or   surviving
                  corporation other than a consolidation or merger in respect of
                  which an  adjustment  is made  pursuant to Section 10 hereof),
                  the number and kind of securities  issuable  commencing on the
                  record date for such  distribution  or the  effective  date of
                  such  subdivision,  combination or  reclassification  shall be
                  proportionately  adjusted  so that the  holder of any  Warrant
                  exercised  after such time shall be entitled  to receive  upon
                  exercise  of the  Warrant  the  aggregate  number  and kind of
                  securities   which,   if  such  Warrant  had  been   exercised
                  immediately  prior to such date and at a time when the  Common
                  Stock  transfer  books of the Company were open, he would have
                  owned  upon such  exercise  and been  entitled  to  receive by
                  virtue  of  such  distribution,  subdivision,  combination  or
                  reclassification.  Such adjustment shall be made  successively
                  whenever any event  listed above shall occur.  Notwithstanding
                  the  foregoing,  if a warrant is exercised  subsequent  to the
                  record date,  if any,  but prior to the relevant  distribution
                  date or payment  date,  the  Company  shall not be required to
                  make  any  such  payment  or  distribution  pursuant  to  this
                  subsection  (a) to the  holder of such  warrant  prior to such
                  payment or  distribution  date, but shall make such payment or
                  distribution on such date.

                           (b) No  adjustment  in the  Purchase  Price  shall be
                  required unless such  adjustment  would require an increase or
                  decrease of at least 1% in such price; provided, however, that
                  any  adjustments  which by reason of this Section 8(b) are not
                  required  to be made shall be carried  forward  and taken into
                  account in any subsequent  adjustment.  All calculations under
                  this  Section  8 shall be made to the  nearest  cent or to the
                  nearest one-hundredth of a share, as the case may be.

                           (c) In the event that at any time,  as a result of an
                  adjustment made pursuant to Section 8(a) hereof, the holder of
                  any Warrant  thereafter  exercised  shall  become  entitled to
                  receive any  securities  of the  Company  other than shares of
                  Common Stock,  thereafter the number of such other  securities
                  so receivable upon exercise of any 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  shares of Common  Stock  contained  in Section
                  8(a), and the provisions of Sections 1, 6, 7, 10 and 15 hereof
                  with respect to the shares of Common Stock shall apply on like
                  terms to any such other securities.

                           (d) Upon each  adjustment  of the number of shares of
                  Common  Stock  for  which  the  Warrants  are  exercisable  as
                  provided in Section 8(a) hereof,  the Purchase  Price  payable
                  upon  exercise of a Warrant  shall be adjusted by  multiplying
                  such Purchase Price  immediately prior to such adjustment by a
                  fraction  (i) the  numerator  of which  shall be the number of
                  shares of Common  Stock  for which a Warrant  was  exercisable
                  prior to such  adjustment  and (ii) the  denominator  of which
                  shall be the  number of  shares  of  Common  Stock for which a
                  Warrant is exercisable immediately thereafter.

                           (e) The Company may elect on or after the date of any
                  adjustment  of the  Purchase  Price to  adjust  the  number of
                  Warrants,  in substitution for any adjustment in the number of
                  shares of Common  Stock  purchasable  upon the  exercise  of a
                  Warrant. Each Warrant outstanding after such adjustment of the
                  number of Warrants shall be exercisable for the same number of
                  shares of Common Stock for which such Warrant was  exercisable
                  prior to such adjustment. Each Warrant held of record prior to
                  such  adjustment  of the number of Warrants  shall become that
                  number  of  Warrants  (calculated  to the  nearest  hundredth)
                  obtained by dividing the Purchase Price in effect  immediately
                  prior to  adjustment  of the  Purchase  Price by the  Purchase
                  Price in effect after  adjustment of the Purchase  Price.  The
                  Company  shall make a public  announcement  of its election to
                  adjust the number of Warrants,  indicating the record date for
                  the  adjustment,  and, if known at the time, the amount of the
                  adjustment  to be made.  This  record  date may be the date on
                  which the  Purchase  Price is adjusted or any day  thereafter,
                  but  shall be at least  ten  days  later  than the date of the
                  public  announcement.  Upon each  adjustment  of the number of
                  Warrants  pursuant to this Section 8(e), the Company shall, as
                  promptly as practicable, cause to be distributed to holders of
                  record of Warrant  Certificates  on such record  date  Warrant
                  Certificates evidencing, subject to Section 11, the additional
                  Warrants to which such  holders  shall be entitled as a result
                  of such  adjustment,  or, at the option of the Company,  shall
                  cause  to  be   distributed  to  such  holders  of  record  in
                  substitution and replacement for the Warrant Certificates held
                  by such  holders  prior  to the date of  adjustment,  and upon
                  surrender  thereof,  if required by the  Company,  new Warrant
                  Certificates evidencing all the Warrants to which such holders
                  shall be entitled after such adjustment.  Warrant Certificates
                  so  to  be   distributed   shall  be  issued,   executed   and
                  countersigned  in the manner  provided for herein and shall be
                  registered  in the names of the  holders  of record of Warrant
                  Certificates  on the  record  date  specified  in  the  public
                  announcement.

                           (f)  Irrespective  of any adjustment or change in the
                  Purchase  Price  or the  number  of  shares  of  Common  Stock
                  issuable  upon  the  exercise  of the  Warrants,  the  Warrant
                  Certificates  may continue to express the  Purchase  Price per
                  share and the number of shares which were  expressed  upon the
                  initial Warrant Certificates issued hereunder.

                           (g)  Before  taking any  action  that would  cause an
                  adjustment  reducing  the  Purchase  Price  below the then par
                  value,  if any, of the shares of Common  Stock  issuable  upon
                  exercise of the Warrants, the Company shall take any corporate
                  action which may, in the opinion of its counsel,  be necessary
                  in order that the Company may validly and legally  issue fully
                  paid and  nonassessable  shares of such  Common  Stock at such
                  adjusted Purchase Price.

                           (h)  Anything  in  this  Section  8 to  the  contrary
                  notwithstanding,  the  Company  shall be entitled to make such
                  reductions  in  the  Purchase  Price,  in  addition  to  those
                  adjustments  required  by this  Section  8, as it in its  sole
                  discretion  shall  determine to be advisable in order that any
                  consolidation  or  subdivision  of the Common Stock,  issuance
                  wholly for cash of any Common  Stock at less than the  current
                  market  price,  issuance  wholly  for cash of Common  Stock or
                  securities  which  by  their  terms  are  convertible  into or
                  exchangeable  for  Common  Stock,  dividends  on Common  Stock
                  payable in Common  Stock or  issuance  of  rights,  options or
                  warrants  referred to in this Section 8, hereafter made by the
                  Company  to its common  stockholders,  shall not be taxable to
                  them.

                  SECTION 9. Certificate of Adjusted Purchase Price or Number of
Shares.  Whenever an  adjustment  is made as provided in Section 8 hereof (other
than  situations in which no adjustment is required  pursuant to Section  8(b)),
the Company  shall  promptly  cause  written  notice  thereof to be sent to each
holder of a Warrant  Certificate  in  accordance  with Section 16 hereof,  which
notice  shall be  accompanied  by an  officer's  certificate  setting  forth the
Purchase  Price as so adjusted,  the number of shares of Common  Stock  issuable
upon the exercise of each  Warrant as so adjusted  and a brief  statement of the
facts  accounting  for such  adjustment.  The  Company  will keep copies of such
certificate  at its office  maintained  pursuant to Section 2(b) hereof and will
cause the same to be  available  for  inspection  at such office  during  normal
business hours by any holder of a Warrant.

                  SECTION 10.  Consolidation,  Merger or Sale of Assets.  If the
Company  shall  at any time  consolidate  with or  merge  with and into  another
corporation or shall sell or transfer to another entity all or substantially all
of the property of the Company,  the holder of any Warrant will  thereafter have
the right to receive,  upon the exercise  thereof in accordance with and subject
to the terms of this Warrant,  the securities,  cash and other property to which
the holder of the number of shares of Common Stock  purchasable  (at the time of
such consolidation,  merger, sale or transfer) upon the exercise of such Warrant
would have been entitled upon such consolidation,  merger, sale or transfer,  if
any. The Company  shall take such steps in connection  with such  consolidation,
merger,  sale or transfer,  as may be  necessary  to assure that the  provisions
hereof  shall  thereafter  be  applicable,  as nearly as  reasonably  may be, in
relation to any securities or property  (including cash) thereafter  deliverable
upon the exercise of the Warrants. The Company, the successor corporation or the
purchasing  entity, as the case may be, shall execute and deliver to the Company
an agreement so providing.  The  provisions  of this Section 10 shall  similarly
apply to successive mergers or consolidations or sales or other transfers.

                  SECTION 11.  Fractional Warrants and Fractional Shares.

                   (a) The Company  shall not be required to issue  fractions of
Warrants  or  to  distribute  Warrant  Certificates  which  evidence  fractional
Warrants.  Subject to Section 11(d) hereof, in lieu of such fractional Warrants,
there  shall be paid to each  registered  holder of a Warrant  Certificate  with
regard to which a fractional  Warrant would otherwise be issuable,  an amount in
cash equal to the same fraction of the current  market value of a whole Warrant.
For the  purposes of this  Section  11(a),  the current  market value of a whole
Warrant shall be the closing price of the Warrant (as determined pursuant to the
second sentence of Section 11(c) hereof) for the Trading Day  immediately  prior
to the date on which such fractional Warrant would have been otherwise issuable.
If on any such  Trading Date the  Warrants  were not publicly  held or listed or
traded in a manner  described under the second sentence of Section 11(c) hereof,
the  current  market  value of a whole  Warrant  shall be the fair  value of the
Warrants  on such  Trading  Date as  determined  in good  faith by the  Board of
Directors of the Company, whose determination shall be conclusive.

                  (b) The Company  shall not be required to issue  fractions  of
shares  of  Common  Stock  upon  exercise  of  the  Warrants  or  to  distribute
certificates which evidence fractional shares.  Subject to Section 11(d) hereof,
in lieu of such fractional  shares of Common Stock,  there shall be paid to each
registered  holder of a Warrant  Certificate  with regard to which a  fractional
share  would  otherwise  be  issuable at the time such  Warrant  Certificate  is
exercised as herein  provided,  an amount in cash equal to the same  fraction of
the  current  market  value of a share of Common  Stock.  For  purposes  of this
Section 11(b),  the current market value of a share of Common Stock shall be the
closing price of a share of Common Stock (as  determined  pursuant to the second
sentence of Section 11(c)) for the Trading Day immediately  prior to the date of
such exercise. If on such Trading Date the Common Stock was not publicly held or
listed or traded in a manner  described  under the  second  sentence  of Section
11(c) hereof,  the current  market value of a share of Common Stock shall be the
fair value of a share of Common Stock as  determined  in good faith by the Board
of Directors of the Company, whose determination shall be conclusive.

         (c) For the purpose of any computation required in accordance with this
Section 11, the "current market price per share" of any security,  including the
Common Stock (a "Security" for the purpose of this Section  11(c)),  on any date
shall be deemed to be the average of the daily  closing  prices (as such term is
hereinafter  defined) per share of such Security for the 20 consecutive  Trading
Days (as such  term is  hereinafter  defined)  immediately  prior to such  date;
provided,  however, that in the event that the current market price per share of
the Security is determined  during a period  following the  announcement  by the
issuer of such  Security  of (i) a dividend  or  distribution  on such  Security
payable in shares of such Security or securities  convertible  into such shares,
or (ii) any subdivision,  combination or  reclassification  of such Security and
prior to the  expiration of 30  consecutive  Trading Days after the  ex-dividend
date for such dividend or distribution, or the record date for such subdivision,
combination or reclassification, then, and in each such case, the current market
price per share shall be  appropriately  adjusted to reflect the current  market
price per share  equivalent of such Security.  The "closing  price" for each day
shall be the last sale price,  regular way, or, in case no such sale takes place
on such day,  the average of the closing bid and asked  prices,  regular way, in
either case as  reported in the  principal  consolidated  transaction  reporting
system with respect to securities  listed or admitted to trading on the New York
Stock  Exchange  or, if the Security is not listed or admitted to trading on the
New York Stock Exchange, as reported in the principal  consolidated  transaction
reporting  system with respect to securities  listed on the  principal  national
securities  exchange on which the  Security is listed or admitted to trading or,
if the Security is not listed or admitted to trading on any national  securities
exchange,  as  reported by the Nasdaq  Stock  Market,  or if not so listed,  the
average of the high bid and low asked prices in the over-the-counter  market, as
reported in the Wall Street Journal, or, if on any such date the Security is not
quoted by any such organization, the average of the closing bid and asked prices
as  furnished  by a  professional  market  maker making a market in the Security
selected  by the Board of  Directors  of the  Company.  If the  Security  is not
publicly  held or so listed or traded,  "current  market  price per share" shall
mean the fair value of the Security as  determined in good faith by the Board of
Directors of the Company,  whose  determination  shall be  conclusive.  The term
"Trading  Day"  shall  mean a day on which  the  principal  national  securities
exchange on which the  Security is listed or admitted to trading is open for the
transaction of business or, if the Security is not listed or admitted to trading
on any national  securities  exchange,  a Business Day. The term  "Business Day"
shall mean any day other than a Saturday,  a Sunday,  or a day on which  banking
institutions  in the State of New York are  authorized  or  obligated  by law or
executive order to close.

                  (d) If the  Company  is unable to pay any  amounts  of cash to
registered holders of Warrant  Certificates in respect of fractional Warrants or
fractional  shares of  Common  Stock in  accordance  with  Section  11(a) or (b)
hereof,  as the case may be, by reason of the  provisions of the Company's  then
outstanding  debt  obligations  or otherwise,  the Company shall deliver to such
holders an additional  whole  Warrant or share of Common Stock,  as the case may
be, in lieu of such fractional Warrants or shares.

                  (e) The holder of a Warrant, by the acceptance of the Warrant,
expressly  waives his right to receive any fractional  Warrant or any fractional
share upon exercise of a Warrant.

                  SECTION 12.  Right of Action; No Entitlement to Vote or
Receive Dividends.

                  (a) Any registered holder of this Warrant Certificate, without
the  consent of the holder of any other  Warrant  Certificate,  may,  in his own
behalf and for his own  benefit,  enforce,  and may  institute  and maintain any
suit, action or proceeding  against the Company to enforce,  or otherwise act in
respect  of,  his right to  exercise  the  Warrants  evidenced  by this  Warrant
Certificate in the manner provided herein.

                  (b) Prior to the exercise of the Warrants evidenced hereby and
the date of the  certificate  representing  the shares of Common Stock  issuable
upon exercise of such Warrants pursuant to Section 7 hereof,  the holder of this
Warrant  Certificate,  as  such,  shall  not  be  entitled  to any  rights  of a
stockholder  of the  Company  with  respect to, or be deemed for any purpose the
holder  of,  shares  for which the  Warrants  shall be  exercisable,  including,
without  limitation,  the  right  to  vote or to  receive  dividends,  or  other
distributions,  and  shall  not  be  entitled  to  receive  any  notice  of  any
proceedings of the Company, except as provided herein.

                  SECTION 13. Agreement of Warrant  Certificate  Holders.  Every
holder of this Warrant  Certificate,  by accepting the same, consents and agrees
with the Company and with every other holder of a Warrant  Certificate  that (a)
the Warrant  Certificates  are  transferable  only on the registry  books of the
Company  if  surrendered  at the  principal  office  of the  Company  maintained
pursuant  to Section  2(b)  hereof,  duly  endorsed or  accompanied  by a proper
instrument  of  transfer  and (b) the  Company  may deem and treat the person in
whose name the Warrant  Certificate  is registered as the absolute owner thereof
and  of  the  Warrants  evidenced  thereby  (notwithstanding  any  notations  of
ownership or writing on the Warrant  Certificates) for all purposes  whatsoever,
and the Company shall not be affected by any notice to the contrary.

                  SECTION   14.   Issuance   of   New   Warrant    Certificates.
Notwithstanding  any of the  provisions  of this  Warrant to the  contrary,  the
Company may, at its option, issue new Warrant  Certificates  evidencing Warrants
in such  form as may be  approved  by its  Board of  Directors  to  reflect  any
adjustment  or change in the Purchase  Price per share and the number or kind or
class of shares of stock or other securities or property  purchasable under this
Warrant  Certificate  made in  accordance  with the  provisions  of this Warrant
Certificate;  provided,  that such new Warrant  Certificate shall not have terms
inconsistent with the terms of this Warrant Certificate.

                  SECTION 15.  Notice of Proposed  Actions.  In case the Company
shall  propose (a) to pay any stock  dividend to the holders of its Common Stock
or to make any other distribution to the holders of its Common Stock (other than
cash dividends paid out of consolidated  earnings for the Company's then current
or  immediately  preceding  fiscal year),  or (b) to offer to the holders of its
Common Stock  rights,  warrants or options to  subscribe  for or to purchase any
additional  shares of Common  Stock or shares of stock of any class or any other
securities,  rights or  options,  or (c) to effect any  reclassification  of its
Common Stock (other than a  reclassification  involving only the  subdivision or
combination  of  outstanding  shares of  Common  Stock),  or (d) to  effect  any
consolidation,  merger  or  sale,  transfer  or  other  disposition  of  all  or
substantially all of the property,  assets or business of the Company, or (e) to
effect the liquidation,  dissolution or winding-up of the Company, then, in each
such case,  the Company shall give to the holder of this Warrant,  in accordance
with Section 16 hereof,  a notice of such proposed  action,  which shall specify
the record date for the  purposes of such stock  dividend,  or  distribution  of
rights,  warrants  or  options,  or the  date on  which  such  reclassification,
consolidation, merger, sale, transfer, disposition, liquidation, dissolution, or
winding-up is to take place and the date of participation therein by the holders
of Common  Stock,  if any such date is to be fixed,  and such notice shall be so
given in the  manner  provided  in  Section 16 at least 20 days prior to (i) the
record date for the purposes of any action covered by clause (a) or (b) above or
(ii) the date of the taking of such proposed action or the date of participation
therein by the holders of Common Stock, whichever shall be earlier.

                  SECTION 16.  Notices.  Notices or demands  authorized  by this
Agreement to be given or made by the holder of this Warrant Certificate to or on
the Company shall be  sufficiently  given or made if sent by  first-class  mail,
postage prepaid,  addressed (until the holder hereof is notified,  in accordance
with this Section 16, in writing by the Company of another address) as follows:

                  Directrix, Inc.
                  536 Broadway, 10th Floor
                  New York, New York  10012
                  Attention:  Chief Executive Officer

Notices  and demands  authorized  by this  Agreement  to be given or made by the
Company to the holder of this Warrant Certificate shall be sufficiently given or
made if sent by first-class mail,  postage prepaid,  addressed to such holder at
the address of such holder as shown on the registry books of the Company.

                  SECTION 17.  Supplements and Amendments.  Except as provided
in Section 14 hereof, the Company may not amend this Warrant Certificate without
the consent of the holder hereof.

                  SECTION 18.  Governing Law.  This Warrant Certificate shall be
governed by and construed in accordance with the laws of the State of New York
without reference to the principles of conflicts of laws.

                  SECTION 19.  Descriptive Headings.  Descriptive headings of
the several Sections of this Warrant are inserted for convenience only and shall
not control or affect the meaning or construction of any of the provisions
hereof.

Dated: March 15,1999


                                            DIRECTRIX, INC.


                                            By:________________________________
                                           Name:
                                           Title:

[Seal]



Attest:


----------------------------
Secretary


<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.
-------------------------------------------------------------------------------


Date:  _____________, ____

                                           --------------------------------
                                                        Signature

                                                     (Note:  The above signature
                                                     must  correspond  with  the
                                                     name as  written  upon  the
                                                     face   of   this    Warrant
                                                     Certificate      in     all
                                                     respects,    without    any
                                                     alteration     or    change
                                                     whatsoever.)



<PAGE>




                          FORM OF ELECTION TO PURCHASE


                (To be executed if holder desires to exercise the
                                   Warrants    evidenced    by    the    Warrant
Certificate.)


To:  DIRECTRIX, INC.

                  The  undersigned   hereby   irrevocably   elects  to  exercise
___________________ Warrants represented by this Warrant Certificate to purchase
the shares of Common Stock of Directrix, Inc. issuable upon the exercise of such
Warrants and herewith  tenders  payment for such shares in the amount of $______
to the  undersigned,  in accordance with the terms of this Warrant  Certificate.
The undersigned  requests that  certificates  for such shares of Common Stock be
issued in the name of:

Please insert social security
or other identifying number


---------------------------------------------------------------
                         (Please print name and address)
_______________________________________________________________ and that such
certificates be delivered to ______________ whose address is __________________.
If such  number of  Warrants  shall not be all the  Warrants  evidenced  by this
Warrant Certificate, a new Warrant Certificate for the balance remaining of such
Warrants shall be registered in the name of and delivered to:

Please insert social security
or other identifying number


---------------------------------------------------------------
                         (Please print name and address)
---------------------------------------------------------------



<PAGE>


Any cash  payments  to be made in lieu of  fractional  shares  should be made to
_____________     ____________________________________    whose    address    is
______________________   _______________________________________________________
and  the  check   representing   payment   therefor   should  be   delivered  to
_____________________________             whose            address            is
________________________________________________.


Date: _____________, ____

                                            ---------------------------------
                                                           Signature

                                                     (Note:  The above signature
                                                     must  correspond  with  the
                                                     name as  written  upon  the
                                                     face   of   this    Warrant
                                                     Certificate      in     all
                                                     respects,    without    any
                                                     alteration     or    change
                                                     whatsoever.)