THIS WARRANT AND THE COMMON  SHARES  ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,  OR APPLICABLE
STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE
OF THIS WARRANT MAY NOT BE SOLD,  OFFERED FOR SALE,  PLEDGED OR  HYPOTHECATED IN
THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID
ACT AND APPLICABLE  STATE  SECURITIES  LAWS OR AN OPINION OF COUNSEL  REASONABLY
SATISFACTORY TO WEALTHHOUND.COM, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.

                                    Right to Purchase  500,000  Shares of Common
                                    Stock of  WEALTHHOUND.COM,  INC. (subject to
                                    adjustment as provided herein)

                          COMMON STOCK PURCHASE WARRANT

No.  2                                           Issue Date: July 3, 2000

         WEALTHHOUND.COM,  INC., a corporation  organized  under the laws of the
State of Florida (the  "Company"),  hereby  certifies  that, for value received,
ESQUIRE TRADE & FINANCE INC., or assigns, is entitled,  subject to the terms set
forth below,  to purchase  from the Company from and after the Issue Date and at
any time or from time to time before 5:00 p.m., New York time,  through four (4)
years  after  such date (the  "Expiration  Date"),  up to  500,000  (subject  to
reduction as provided below) fully paid and nonassessable shares of Common Stock
(as  hereinafter  defined),  $.001 par value per  share,  of the  Company,  at a
purchase price of $.65 per share (such purchase price per share as adjusted from
time to time as herein provided is referred to herein as the "Purchase  Price").
The number and  character of such shares of Common Stock and the Purchase  Price
are subject to adjustment as provided herein.

         As used  herein  the  following  terms,  unless the  context  otherwise
requires, have the following respective meanings:

         (a) The  term  Company  shall  include  Wealthhound.com,  Inc.  and any
corporation  which shall succeed or assume the  obligations of  Wealthhound.com,
Inc. hereunder.

         (b) The term "Common  Stock"  includes (a) the Company's  Common Stock,
$.001 par value per share,  as authorized on the date of the Agreement,  (b) any
other capital stock of any class or classes (however designated) of the Company,
authorized  on or after such date,  the  holders of which  shall have the right,
without  limitation as to amount,  either to all or to a share of the balance of
current  dividends and liquidating  dividends after the payment of dividends and
distributions  on any shares  entitled to  preference,  and the holders of which
shall ordinarily,  in the absence of contingencies,  be entitled to vote for the
election of a majority of directors of the Company (even if the right so to vote
has been  suspended by the  happening of such a  contingency)  and (c) any other
securities into which or for which any of the securities described in (a) or (b)
may  be  converted  or  exchanged  pursuant  to  a  plan  of   recapitalization,
reorganization, merger, sale of assets or otherwise.

         (c) The term "Other  Securities" refers to any stock (other than Common
Stock) and other

                                       1
<PAGE>

securities of the Company or any other person (corporate or otherwise) which the
holder of the Warrant at any time shall be  entitled  to receive,  or shall have
received,  on the exercise of the  Warrant,  in lieu of or in addition to Common
Stock,  or which at any time  shall be  issuable  or shall  have been  issued in
exchange for or in replacement of Common Stock or Other  Securities  pursuant to
Section 4 or otherwise.

         1.       Exercise of Warrant.

                  1.1. Number of Shares  Issuable upon Exercise.  From and after
the date hereof  through and including the  Expiration  Date,  the holder hereof
shall  be  entitled  to  receive,  upon  exercise  of this  Warrant  in whole in
accordance  with the terms of subsection 1.2 or upon exercise of this Warrant in
part in accordance  with  subsection 1.3, shares of Common Stock of the Company,
subject to adjustment pursuant to Section 4.

                  1.2. Full  Exercise.  This Warrant may be exercised in full by
the holder  hereof by surrender of this Warrant,  with the form of  subscription
attached as Exhibit A hereto  (the  "Subscription  Form") duly  executed by such
holder,  to the Company at its principal  office or at the office of its Warrant
agent (as  provided  in  Section  12),  accompanied  by  payment,  in cash or by
certified or official  bank check  payable to the order of the  Company,  in the
amount  obtained by  multiplying  the number of shares of Common Stock for which
this Warrant is then exercisable by the Purchase Price (as hereinafter  defined)
then in effect.

                  1.3. Partial  Exercise.  This Warrant may be exercised in part
(but not for a fractional  share) by surrender of this Warrant in the manner and
at the place  provided in subsection  1.2 except that the amount  payable by the
holder on such partial  exercise shall be the amount obtained by multiplying (a)
the  number  of  shares  of  Common  Stock  designated  by  the  holder  in  the
Subscription  Form by (b) the Purchase Price then in effect. On any such partial
exercise,  the Company,  at its expense,  will forthwith issue and deliver to or
upon the order of the holder hereof a new Warrant of like tenor,  in the name of
the  holder  hereof  or as such  holder  (upon  payment  by such  holder  of any
applicable  transfer taxes),  may request,  the number of shares of Common Stock
for which such Warrant may still be exercised.

                  1.4. Limitation on Exercise. In the event the Company properly
exercises  its  right to give a Put  Notice  as  described  in the  Subscription
Agreement and one or more Subscribers to the Initial Offering (as defined in the
Subscription Agreement) do not comply with their agreement to purchase Put Notes
(as defined in the Subscription Agreement) (a "Put Default"), then the number of
shares of Common Stock  issuable upon exercise of this Warrant shall be reduced.
Upon each  occurrence  of a Put  Default,  the number of shares of Common  Stock
issuable upon exercise of this Warrant shall be: the maximum  purchasable number
of shares of Common  Stock as set forth  above  multiplied  by a  fraction,  the
numerator  of which is the amount of Put  Purchase  Price in relation to which a
Put Default has not occurred,  and the  denominator  of which is 3,500,000.  The
result so obtained is the number of shares of Common  Stock  issuable  upon full
exercise of this  Warrant.  There shall be no  reduction in the amount of Common
Shares  issuable  upon  exercise of this Warrant  under the  provisions  of this
Section  1.4  unless  and  until  the  occurrence  of a Put  Default.  Under  no
circumstances  and in no event will the Warrant  Holder be required to return to
the Company or forfeit any Common Shares received or receivable upon exercise of
this Warrant and  compliance by the Warrant  Holder with the exercise  procedure
set forth in this Warrant provided such exercise and compliance  occurs prior to
a Put  Default,  whether or not the  Company has or has not, at the time

                                       2
<PAGE>

of such Put Default,  issued the Common  Stock  issuable  upon  exercise of this
Warrant.

                  1.5. Fair Market Value. Fair Market Value of a share of Common
Stock as of a  particular  date (the  "Determination  Date") shall mean the Fair
Market Value of a share of the Company's  Common  Stock.  Fair Market Value of a
share of Common Stock as of a Determination Date shall mean:

                           (a) If the  Company's  Common  Stock is  traded on an
exchange or is quoted on the National  Association of Securities  Dealers,  Inc.
Automated  Quotation  ("NASDAQ")  National  Market System or the NASDAQ SmallCap
Market, then the closing or last sale price, respectively, reported for the last
business day immediately preceding the Determination Date.

                           (b) If the Company's Common Stock is not traded on an
exchange or on the NASDAQ  National  Market System or the NASDAQ SmallCap Market
but is traded in the  over-the-counter  market, then the mean of the closing bid
and asked prices  reported for the last business day  immediately  preceding the
Determination Date.

                           (c) Except as  provided  in clause (d) below,  if the
Company's  Common  Stock is not  publicly  traded,  then as the  Holder  and the
Company agree or in the absence of agreement by arbitration  in accordance  with
the rules then standing of the American Arbitration Association, before a single
arbitrator  to be chosen  from a panel of persons  qualified  by  education  and
training to pass on the matter to be decided.

                           (d) If  the  Determination  Date  is  the  date  of a
liquidation, dissolution or winding up, or any event deemed to be a liquidation,
dissolution or winding up pursuant to the Company's charter, then all amounts to
be payable per share to holders of the Common  Stock  pursuant to the charter in
the event of such liquidation, dissolution or winding up, plus all other amounts
to be payable per share in respect of the Common Stock in liquidation  under the
charter,  assuming for the purposes of this clause (d) that all of the shares of
Common Stock then issuable upon exercise of all of the Warrants are  outstanding
at the Determination Date.

                  1.6. Company Acknowledgment.  The Company will, at the time of
the exercise of the Warrant,  upon the request of the holder hereof  acknowledge
in writing  its  continuing  obligation  to afford to such  holder any rights to
which  such  holder  shall  continue  to be  entitled  after  such  exercise  in
accordance with the provisions of this Warrant. If the holder shall fail to make
any such request, such failure shall not affect the continuing obligation of the
Company to afford to such holder any such rights.

                  1.7. Trustee for Warrant Holders.  In the event that a bank or
trust  company  shall  have been  appointed  as trustee  for the  holders of the
Warrants  pursuant to Subsection  3.2, such bank or trust company shall have all
the powers and duties of a warrant  agent  appointed  pursuant to Section 12 and
shall accept,  in its own name for the account of the Company or such  successor
person as may be entitled thereto,  all amounts otherwise payable to the Company
or such successor,  as the case may be, on exercise of this Warrant  pursuant to
this Section 1.

                                       3
<PAGE>

         2.1.  Delivery of Stock  Certificates,  etc. on  Exercise.  The Company
agrees that the shares of Common Stock  purchased  upon exercise of this Warrant
shall be deemed to be issued to the holder  hereof as the  record  owner of such
shares as of the close of business on the date on which this Warrant  shall have
been  surrendered  and  payment  made for such shares as  aforesaid.  As soon as
practicable  after the exercise of this  Warrant in full or in part,  and in any
event  within 10 days  thereafter,  the  Company at its expense  (including  the
payment by it of any applicable issue taxes) will cause to be issued in the name
of and delivered to the holder  hereof,  or as such holder (upon payment by such
holder  of  any  applicable  transfer  taxes)  may  direct  in  compliance  with
applicable Securities Laws, a certificate or certificates for the number of duly
and validly  issued,  fully paid and  nonassessable  shares of Common  Stock (or
Other Securities) to which such holder shall be entitled on such exercise, plus,
in lieu of any  fractional  share  to  which  such  holder  would  otherwise  be
entitled,  cash equal to such fraction  multiplied by the then Fair Market Value
of one full  share,  together  with any  other  stock  or other  securities  and
property  (including  cash,  where  applicable) to which such holder is entitled
upon such exercise pursuant to Section 1 or otherwise.

         2.2.     Cashless Exercise.

                  (a) Payment may be made either in (i) cash or by  certified or
official  bank check or checks  payable to the order of the Company equal to the
applicable aggregate Purchase Price, (ii) subject to the provisions contained in
Section 2.2(c) below, by delivery of Warrants,  Common Stock and/or Common Stock
receivable  upon exercise of the Warrants in accordance  with Section (b) below,
or (iii)  subject to the  provisions  contained in Section  2.2(c)  below,  by a
combination  of any of the  foregoing  methods  for the number of Common  Shares
specified in such form (as such exercise number shall be adjusted to reflect any
adjustment in the total number of shares of Common Stock  issuable to the holder
per the terms of this  Warrant)  and the holder  shall  thereupon be entitled to
receive  the  number  of  duly  authorized,   validly  issued,   fully-paid  and
non-assessable  shares of  Common  Stock (or  Other  Securities)  determined  as
provided herein.

                  (b)  In  the  circumstances  set  forth,  and  subject  to the
provisions  contained in Section  2.2(c) below,  if the Fair Market Value of one
share  of  Common  Stock is  greater  than the  Purchase  Price  (at the date of
calculation as set forth below), in lieu of exercising this Warrant for cash the
holder may elect to receive shares equal to the value (as  determined  below) of
this  Warrant (or the portion  thereof  being  cancelled)  by  surrender of this
Warrant  at the  principal  office of the  Company  together  with the  properly
endorsed  Subscription Form in which event the Company shall issue to the holder
a number of shares of Common Stock computed using the following formula:

                           X=Y (A-B)
                                ---
                                  A
                           ---------

                  Where    X=       the number of shares of Common Stock to be
                                    issued to the holder

                           Y=       the   number  of  shares  of  Common   Stock
                                    purchasable  under the Warrant or, if only a
                                    portion of the  Warrant is being  exercised,
                                    the portion of the Warrant  being  exercised
                                    (at the date of such calculation)

                           A=       the Fair Market Value of one share of the
                                    Company's Common Stock (at

                                       4
<PAGE>

                                    the date of such calculation)

                           B=       Purchase Price (as adjusted to the date of
                                    such calculation)

                           (c) The Warrant  Holder may elect to pay the Purchase
Price in the manner described in Section  2.2(a)(ii) and 2.2(a)(iii)  above only
commencing 270 days after the Issue Date of this Warrant, and only if the Common
Stock  purchasable upon exercise of this Warrant at the time of such exercise is
not thenincluded in a current and effective registration statement.

         3.       Adjustment for Reorganization, Consolidation, Merger, etc.

                  3.1.  Reorganization,  Consolidation,  Merger, etc. In case at
any time or from time to time,  the Company  shall (a) effect a  reorganization,
(b)  consolidate  with or merge into any other  person,  or (c)  transfer all or
substantially all of its properties or assets to any other person under any plan
or arrangement  contemplating the dissolution of the Company, then, in each such
case,  as a condition  to the  consummation  of such a  transaction,  proper and
adequate  provision  shall be made by the  Company  whereby  the  holder of this
Warrant,  on the exercise  hereof as provided in Section 1 at any time after the
consummation of such  reorganization,  consolidation  or merger or the effective
date of such  dissolution,  as the case may be,  shall  receive,  in lieu of the
Common  Stock (or Other  Securities)  issuable  on such  exercise  prior to such
consummation or such effective date, the stock and other securities and property
(including  cash) to which  such  holder  would  have  been  entitled  upon such
consummation or in connection with such dissolution, as the case may be, if such
holder had so exercised this Warrant,  immediately prior thereto, all subject to
further adjustment thereafter as provided in Section 4.

                  3.2.  Dissolution.  In the  event  of any  dissolution  of the
Company  following the transfer of all or substantially all of its properties or
assets, the Company, prior to such dissolution,  shall at its expense deliver or
cause to be delivered  the stock and other  securities  and property  (including
cash,  where  applicable)  receivable  by the holders of the Warrants  after the
effective date of such dissolution pursuant to this Section 3 to a bank or trust
company  having its principal  office in New York, NY, as trustee for the holder
or holders of the  Warrants,  only to the extent that the value of such cash and
property exceeds the Purchase Price.

                  3.3.   Continuation   of  Terms.   Upon  any   reorganization,
consolidation,  merger or transfer (and any dissolution  following any transfer)
referred to in this Section 3.3, this Warrant  shall  continue in full force and
effect and the terms hereof shall be applicable to the shares of stock and other
securities  and property  receivable  on the exercise of this Warrant  after the
consummation of such  reorganization,  consolidation  or merger or the effective
date of dissolution  following any such transfer,  as the case may be, and shall
be binding upon the issuer of any such stock or other securities,  including, in
the case of any such transfer,  the person acquiring all or substantially all of
the  properties or assets of the Company,  whether or not such person shall have
expressly  assumed  the terms of this  Warrant as  provided in Section 4. In the
event  this  Warrant  does not  continue  in full  force  and  effect  after the
consummation of the transaction described in this Section 3.3, then only in such
event  will  the  Company's  securities  and  property  (including  cash,  where
applicable)  receivable  by the  holders of the  Warrants  be  delivered  to the
Trustee as contemplated by Section 3.2.

                                       5
<PAGE>

                  3.4.  Share  Issuance.  If the Company at any time shall issue
any shares of Common Stock prior to the complete  exercise of this Warrant for a
consideration  less than the Purchase  Price that would be in effect at the time
of such  issue,  other  than stock or stock  options  granted  to  employees  or
directors  of the  Company,  or equity  or debt  issued  in  connection  with an
acquisition  of a business  or assets by the  Company,  or the  issuance  by the
Company of its stock in connection  with the  establishment  of a joint venture,
partnership or licensing  arrangement,  then, and thereafter  successively  upon
each such issue, the Purchase Price shall be reduced as follows:  (i) the number
of shares of Common Stock  outstanding  immediately prior to such issue shall be
multiplied  by the  Purchase  Price in effect at the time of such  issue and the
product shall be added to the aggregate  consideration,  if any, received by the
Company upon such issue of additional  shares of Common Stock;  and (ii) the sum
so obtained shall be divided by the number of shares of Common Stock outstanding
immediately  after such issue.  The  resulting  quotient  shall be the  adjusted
Purchase Price. For purposes of this adjustment, the issuance of any security of
the Company  carrying the right to convert such  security  into shares of Common
Stock or of any warrant,  right or option to purchase  Common Stock shall result
in an  adjustment  to the  Purchase  Price upon the issuance of shares of Common
Stock upon exercise of such  conversion or purchase  rights,  the  consideration
being both the  purchase  price and any  additional  price paid on  exercise  or
conversion.

         4.  Extraordinary  Events Regarding Common Stock. In the event that the
Company shall (a) issue  additional  shares of the Common Stock as a dividend or
other  distribution on outstanding  Common Stock,  (b) subdivide its outstanding
shares of Common  Stock,  or (c)  combine its  outstanding  shares of the Common
Stock into a smaller  number of shares of the Common  Stock,  then, in each such
event,  the Purchase  Price  shall,  simultaneously  with the  happening of such
event,  be adjusted by multiplying  the then Purchase  Price by a fraction,  the
numerator  of which  shall be the number of shares of Common  Stock  outstanding
immediately prior to such event and the denominator of which shall be the number
of shares of Common  Stock  outstanding  immediately  after such event,  and the
product so obtained shall  thereafter be the Purchase Price then in effect.  The
Purchase Price, as so adjusted,  shall be readjusted in the same manner upon the
happening of any successive  event or events described herein in this Section 4.
The  number of shares of Common  Stock  that the  holder of this  Warrant  shall
thereafter,  on the  exercise  hereof as  provided  in Section 1, be entitled to
receive shall be increased to a number  determined by multiplying  the number of
shares of Common  Stock that would  otherwise  (but for the  provisions  of this
Section 4) be issuable on such exercise by a fraction of which (a) the numerator
is the  Purchase  Price that would  otherwise  (but for the  provisions  of this
Section 4) be in effect, and (b) the denominator is the Purchase Price in effect
on the date of such exercise.

         5.  Certificate  as to  Adjustments.  In each case of any adjustment or
readjustment in the shares of Common Stock (or Other Securities) issuable on the
exercise of the  Warrants,  the Company at its expense will  promptly  cause its
Chief Financial Officer or other appropriate designee to compute such adjustment
or  readjustment  in  accordance  with the terms of the  Warrant  and  prepare a
certificate  setting forth such adjustment or readjustment and showing in detail
the facts upon which such  adjustment  or  readjustment  is based,  including  a
statement of (a) the consideration received or receivable by the Company for any
additional shares of Common Stock (or Other Securities) issued or sold or deemed
to have been issued or sold,  (b) the number of shares of Common Stock (or Other
Securities) outstanding or deemed to be outstanding,  and (c) the Purchase Price
and the number of shares of Common  Stock to be received  upon  exercise of this
Warrant,  in effect  immediately prior to such adjustment or readjustment and as
adjusted or

                                       6
<PAGE>

readjusted as provided in this Warrant.  The Company will  forthwith
mail a copy of each  such  certificate  to the  holder  of the  Warrant  and any
Warrant agent of the Company.

         6.  Reservation  of  Stock,  etc.  Issuable  on  Exercise  of  Warrant;
Financial Statements.  The Company will at all times reserve and keep available,
solely for issuance and delivery on the exercise of the Warrants,  all shares of
Common Stock (or Other Securities) from time to time issuable on the exercise of
the Warrant.  This Warrant  entitles the holder hereof to receive  copies of all
financial and other information distributed or required to be distributed to the
holders of the Company's Common Stock.

         7.  Assignment;   Exchange  of  Warrant.  Subject  to  compliance  with
applicable  Securities laws, this Warrant,  and the rights evidenced hereby, may
be transferred by any registered holder hereof (a "Transferor")  with respect to
any or all of the Shares.  On the surrender  for exchange of this Warrant,  with
the  Transferor's  endorsement  in the form of  Exhibit B attached  hereto  (the
Transferor Endorsement Form") and together with evidence reasonably satisfactory
to the Company  demonstrating  compliance with applicable  Securities  Laws, the
Company at its  expense but with  payment by the  Transferor  of any  applicable
transfer  taxes)  will issue and  deliver  to or on the order of the  Transferor
thereof a new Warrant or Warrants of like tenor,  in the name of the  Transferor
and/or the transferee(s)  specified in such Transferor  Endorsement Form (each a
"Transferee"),  calling in the  aggregate  on the face or faces  thereof for the
number of shares of Common  Stock called for on the face or faces of the Warrant
so surrendered by the Transferor.

         8.   Replacement  of  Warrant.   On  receipt  of  evidence   reasonably
satisfactory  to the Company of the loss,  theft,  destruction  or mutilation of
this Warrant  and, in the case of any such loss,  theft or  destruction  of this
Warrant,   on  delivery  of  an  indemnity   agreement  or  security  reasonably
satisfactory  in form and  amount  to the  Company  or,  in the case of any such
mutilation,  on surrender and  cancellation of this Warrant,  the Company at its
expense will execute and deliver, in lieu thereof, a new Warrant of like tenor.

         9.  Registration  Rights.  The Holder of this  Warrant has been granted
certain  registration  rights by the Company.  These registration rights are set
forth in the Subscription Agreement. The terms of the Subscription Agreement are
incorporated herein by this reference.  Upon the occurrence or continuation of a
Non-Registration Event as described in the Subscription Agreement as of or after
270 days  after the Issue  Date of this  Warrant,  in the event the  Company  is
unable  to issue  Common  Stock  upon  exercise  of this  Warrant  that has been
registered  in the  Registration  Statement  described  in  Section  10.1 of the
Subscription  Agreement  during the time periods  described in the  Subscription
Agreement during which the registration  statement must be effective,  then upon
written  demand made by the Holder,  the Company  will pay to the Holder of this
Warrant,  in lieu of  delivering  Common  Stock,  a sum equal to the closing ask
price of the Company's  Common Stock on the Principal  Market (as defined in the
Subscription Agreement) or such other principal trading market for the Company's
Common Stock on the trading date immediately  preceding the date notice is given
by the Holder, less the Purchase Price for each share of Common Stock designated
in such notice  from the  Holder.  In any event,  the  Expiration  Date shall be
extended one day for each day during the pendency of a Non-Registration Event.

         10.  Call  Option.  The  Company  shall  have the  option to "call" the
Warrants (the "Warrant Call"), in accordance with and governed by the following:

                  (a) The Company  shall  exercise the Warrant Call by giving to
each  Warrant  Holder a

                                       7
<PAGE>

written  notice of call  (the  "Call  Notice")  during  the  period in which the
Warrant Call may be exercised.

                  (b) The  Company's  right to exercise  the Warrant  Call shall
commence with the actual effective date of the registration  statement described
in Section  10.1(iv) of the  Subscription  Agreement  and  thereafter,  shall be
coterminous with the exercise period of the Warrants for a maximum of 50% of the
Common Stock issuable upon the exercise of this Warrant (the "Warrant  Shares"),
provided,  that the  registration  statement  is  effective at the date the Call
Notice is given and through the period ending 14 business days thereafter. In no
event may the Company  exercise  the Warrant Call at any time unless the Warrant
Shares to be  delivered  upon  exercise of the Warrant,  will be upon  delivery,
immediately  resalable,  without  restrictive legend and upon such resale freely
transferable on the transfer books of the Company.

                  (c) Unless otherwise agreed to by the Warrant Holder, the Call
Notices  must be given to all Warrant  Holders who receive  Warrants  similar to
this  Warrant (in terms of exercise  price and  otherwise)  on or about the same
issue date as this  Warrant in  proportion  to the amounts of Common Stock which
can be  purchased  by the  respective  Warrant  Holders in  accordance  with the
respective Warrant held by each.

                  (d) The Company may give a Call Notice in  connection  with up
to 50% of the Common Stock  issuable upon exercise of this Warrant  provided the
closing bid price of the Common  Stock as reported  by the  Principal  Market as
defined in the  Subscription  Agreement,  for each trading day during the thirty
days prior to the giving of the Call Notice  ("Lookback  Period") is 200% of the
Purchase  Price and the average daily trading  volume of the Common Stock during
the Lookback Period is not less than 100,000 Common Shares. Subject to the other
limitations  set forth herein,  the maximum  amount of Warrant  Shares for which
Call  Notices may be given during any thirty day period shall be equal to 10% of
the aggregate  reported  trading  volume of the Common Stock during the Lookback
Period.

                   (e) The  respective  Warrant  Holders  shall  exercise  their
Warrant  rights and purchase  the  appropriate  Warrant  Shares and pay for same
within 14 business  days of the date of the Call Notice.  If the Warrant  Holder
fails to timely pay the funds  required  by the  Warrant  Call,  the Company may
elect to cancel a corresponding amount of this Warrant.

                  (f) The  Company  may not  exercise  the  right  to Call  this
Warrant or any part of it after the occurrence of a  Non-Registration  Event, as
defined in the  Subscription  Agreement,  unless  same were  subject to cure and
cured during the stated cure period.

         11.  Maximum  Exercise.  The Company may not exercise its right to Call
this Warrant on a Call Date and the Holder shall not be entitled to exercise, on
an  exercise  date,  this  Warrant in  connection  with that number of shares of
Common  Stock which would be in excess of the sum of (i) the number of shares of
Common Stock  beneficially owned by the Holder and its affiliates on an exercise
date or Call  Date,  as the case may be, and (ii) the number of shares of Common
Stock  issuable  upon the  exercise of this  Warrant  with  respect to which the
determination  of this proviso is being made on an exercise  date, or Call Date,
as the case may be, which would result in beneficial ownership by the Holder and
its affiliates of more than 9.99% of the  outstanding  shares of Common Stock of
the Company on such date.  For the  purposes  of the proviso to the  immediately
preceding sentence,  beneficial ownership shall be determined in accordance with
Section

                                       8
<PAGE>

13(d) of the Securities  Exchange Act of 1934, as amended,  and Regulation 13d-3
thereunder.  Subject  to the  foregoing,  the  Holder  shall not be  limited  to
aggregate  exercises which would result in the issuance of more than 9.99%.  The
restriction described in this paragraph may be revoked upon 75 days prior notice
from the Holder to the Company.  The Holder may allocate  which of the equity of
the Company deemed beneficially owned by the Subscriber shall be included in the
9.99%  amount  described  above and which shall be allocated to the excess above
9.99%.

         12.  Warrant  Agent.  The Company  may,  by written  notice to the each
holder of the Warrant,  appoint an agent for the purpose of issuing Common Stock
(or Other  Securities)  on the exercise of this  Warrant  pursuant to Section 1,
exchanging  this  Warrant  pursuant  to Section 7, and  replacing  this  Warrant
pursuant  to  Section  8,  or any of the  foregoing,  and  thereafter  any  such
issuance,  exchange or  replacement,  as the case may be,  shall be made at such
office by such agent.

         13. Transfer on the Company's Books.  Until this Warrant is transferred
on the books of the Company,  the Company may treat the registered holder hereof
as the absolute owner hereof for all purposes, notwithstanding any notice to the
contrary.

         14. Notices, etc. All notices and other communications from the Company
to the  holder of this  Warrant  shall be mailed by first  class  registered  or
certified mail,  postage prepaid,  at such address as may have been furnished to
the Company in writing by such holder or, until any such holder furnishes to the
Company an  address,  then to, and at the  address  of, the last  holder of this
Warrant who has so furnished an address to the Company.

         15.  Miscellaneous.  This  Warrant  and any term hereof may be changed,
waived,  discharged or terminated only by an instrument in writing signed by the
party against which enforcement of such change, waiver, discharge or termination
is sought.  This Warrant shall be construed and enforced in accordance  with and
governed by the laws of New York. Any dispute  relating to this Warrant shall be
adjudicated in New York State.  The headings in this Warrant are for purposes of
reference only, and shall not limit or otherwise affect any of the terms hereof.
The  invalidity  or  unenforceability  of any  provision  hereof shall in no way
affect the validity or enforceability of any other provision.

                      [THIS SPACE INTENTIONALLY LEFT BLANK]


                                       9
<PAGE>


         IN WITNESS WHEREOF, the Company has executed this Warrant under seal as
of the date first written above.

                                            WEALTHHOUND.COM, INC.



                                            By: /s/ Alex W. Comandini
                                               ---------------------------------
                                               Alex W. Comandini
                                               President


                                       10
<PAGE>




                                                                       EXHIBIT A

                              FORM OF SUBSCRIPTION

                                    (To be signed only on exercise of Warrant)

TO: WEALTHHOUND.COM, INC.

The  undersigned,  pursuant to the provisions set forth in the attached  Warrant
(No.____), hereby irrevocably elects to purchase (check applicable box):

___      ________ shares of the Common Stock covered by such Warrant; or

___ the  maximum  number  of  shares of Common  Stock  covered  by such  Warrant
pursuant to the cashless exercise procedure set forth in Section 2.

The  undersigned  herewith  makes  payment of the full  purchase  price for such
shares  at  the  price  per  share  provided  for  in  such  Warrant,  which  is
$___________. Such payment takes the form of (check applicable box or boxes):

___      $__________ in lawful money of the United States; and/or

___ the  cancellation of such portion of the attached  Warrant as is exercisable
for a total of _______  shares of Common  Stock  (using a Fair  Market  Value of
$_______ per share for purposes of this calculation); and/or

___ the  cancellation  of such number of shares of Common Stock as is necessary,
in accordance  with the formula set forth in Section 2, to exercise this Warrant
with  respect  to the  maximum  number of shares  of Common  Stock  purchaseable
pursuant to the cashless exercise procedure set forth in Section 2.

The undersigned  requests that the certificates for such shares be issued in the
name   of,   and   delivered   to   ____________________    whose   address   is
__________________________________________________________________________ .


The  undersigned  represents  and  warrants  that all  offers  and  sales by the
undersigned of the securities issuable upon exercise of the within Warrant shall
be made pursuant to registration of the Common Stock under the Securities Act of
1933,  as amended  (the  "Securities  Act") or  pursuant  to an  exemption  from
registration under the Securities Act.

Dated:___________________           _______________________________________
                                   (Signature  must  conform  to name of holder
                                   as specified on the face of the Warrant)


                                    _______________________________________
                                    (Address)



                                       11
<PAGE>


                                                                       Exhibit B


                         FORM OF TRANSFEROR ENDORSEMENT
                   (To be signed only on transfer of Warrant)


                  For value received, the undersigned hereby sells, assigns, and
transfers  unto the person(s)  named below under the heading  "Transferees"  the
right represented by the within Warrant to purchase the percentage and number of
shares of Common  Stock of  WEALTHHOUND.COM,  INC.  to which the within  Warrant
relates  specified  under the  headings  "Percentage  Transferred"  and  "Number
Transferred," respectively,  opposite the name(s) of such person(s) and appoints
each such  person  Attorney  to transfer  its  respective  right on the books of
WEALTHHOUND.COM, INC. with full power of substitution in the premises.
<TABLE>
<CAPTION>

======================================== ===================================== =====================================

              Transferees                Percentage                                           Number
              -----------                Transferred                                      Transferred
                                         -----------                                      -----------
---------------------------------------- ------------------------------------- -------------------------------------
<S>                                      <C>                                    <C>
---------------------------------------- ------------------------------------- -------------------------------------

---------------------------------------- ------------------------------------- -------------------------------------

======================================== ===================================== =====================================
</TABLE>


Dated:                  ,
       -----------------  ----                   -------------------------------
                                                 (Signature  must  conform  to
                                                 name of holder as  specified
                                                 on the face of the warrant)

Signed in the presence of:


-------------------------------     ------------------------------
         (Name)                               (address)

                                    ------------------------------
ACCEPTED AND AGREED:                           (address)
[TRANSFEREE]


---------------------------------
         (Name)


                                       12