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 2,000,000 Shares of Common
                                    Stock of  WEALTHHOUND.COM,  INC. (subject to
                                    adjustment as provided herein)

                          COMMON STOCK PURCHASE WARRANT

                                  [EQUITY LINE]

No. 12                                                 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,
LIBRA  FINANCE  S.A, 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  2,000,000  (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 $1.25 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,
$.001par 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  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
<PAGE>

         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  11),  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 an Optional  Purchase  Notice as  described  in the
Private Equity Line Credit Agreement  ("Credit  Agreement")  entered into by the
Company  and  certain  Investors  at or about the Issue Date of this  Warrant in
relation  to  $12,200,000  of  Commitment  Amount  (as  defined  in  the  Credit
Agreement) and one or more Investors  identified in the Credit  Agreement do not
comply with their  agreement to purchase Common Stock of the Company (as defined
in the Credit Agreement) (a "Commitment Default"),  then the number of shares of
Common Stock issuable upon exercise of this Warrant shall be reduced.  Upon each
occurrence  of a  Commitment  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  Commitment  Amount in  relation to which a
Commitment  Default has not occurred,  and the  denominator of which is equal to
the Commitment  Amount. 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 unless and
until the occurrence of a Commitment  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
regardless  of the  occurrence of a Commitment  Default after  compliance by the
Warrant Holder with the exercise  procedure set forth in this Warrant whether or
not the Company has or has not 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

                                       2
<PAGE>

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 10 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.

         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.

                                       3
<PAGE>

         2.2.     Cashless Exercise.
                  ------------------

                  (a) Payment may be made either in (a) 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) by delivery of Warrants,  Common Stock
and/or Common Stock  receivable upon exercise of the Warrants in accordance with
Section (b) below, or (iii) 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) Notwithstanding any provisions herein to the contrary,  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 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) 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 then included in a
current and effective  registration statement filed pursuant to the Registration
Rights  Agreement  referred  to in the Credit  Agreement  ("Registration  Rights
Agreement").

         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

                                       4
<PAGE>

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.

                  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

                                       5
<PAGE>

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
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 Credit Agreement and Registration Rights Agreement.

         10. Maximum Exercise.  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,  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,  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  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%.

         11.  Warrant  Agent.  The Company  may,  by written  notice to the each
holder of the Warrant,

                                       6
<PAGE>

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.

         12. 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.

         13. 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.

         14.  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.

         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

                                       7
<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)



                                       8
<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)


                                       9