THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED
         UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE OFFERED OR
         TRANSFERRED BY SALE, ASSIGNMENT, PLEDGE OR OTHERWISE UNLESS (I) A
         REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF
         1933 IS IN EFFECT OR (II) THE COMPANY HAS RECEIVED AN OPINION OF
         COUNSEL, WHICH OPINION IS SATISFACTORY TO THE COMPANY, TO THE EFFECT
         THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF
         1933.

                              WEALTHHOUND.COM, INC.
                                   11 BROADWAY
                               NEW YORK, NY 10004

                      CLASS A COMMON STOCK PURCHASE WARRANT
                      -------------------------------------

DATE OF ISSUANCE:JUNE 8, 2000 RIGHT TO PURCHASE 4,000,000 SHARES OF COMMON STOCK
                                                         (SUBJECT TO ADJUSTMENT)

         For value received, WEALTHHOUND.COM, INC., a Florida corporation (the
"COMPANY"), hereby grants to Donald Engel or his registered assigns (the
"REGISTERED HOLDER"), the right to purchase from the Company 4,000,000 shares
(as adjusted pursuant to Section 3 hereof) of the Company's Common Stock, $.001
par value per share, at a price of $1.00 per share (as adjusted pursuant to
Section 3 hereof, the "EXERCISE PRICE"). The amount and kind of securities
purchasable pursuant to the rights granted under this Warrant and the purchase
price for such securities are subject to adjustment pursuant to the provisions
contained in this Warrant.

         This Warrant is subject to the following provisions:

         1. Definitions.  As used in this Warrant,  the following terms have the
meanings set forth below:

                  "AFFILIATE" means a Person that directly, or indirectly
through one or more Intermediaries, controls, or is controlled by, or is under
common control with, such Person.

                  "COMMON STOCK" means the Company's Common Stock, $.001 par
value per share.
<PAGE>

                  "CURRENT MARKET PRICE" means as to any security the average of
the daily closing prices for the 30 consecutive business days commencing 45
business days before the day in question. The closing price for each day shall
be the last reported sales price regular way or, in case no such reported sale
takes place on such day, the average of the reported closing bid and asked
prices regular way, in either case on the principal national securities exchange
on which the Common Stock is listed or admitted to trading, or if not listed or
admitted to trading on any national securities exchange, the average of the
highest reported bid and lowest reported asked prices as furnished by the
National Association of Securities Dealers, Inc.'s Automated Quotation System,
or the nearest comparable system, or, in the absence of either, as determined by
the Board Directions in its good faith discretion.

                  "DATE OF ISSUANCE" shall have the meaning specified in Section
8 of this Warrant.

                  "PERSON" means an individual, a partnership, a corporation, a
trust, a joint venture, a limited liability company, an unincorporated
organization, a government or any department or agency thereof or any other
entity.

                  "SALE TRANSACTION"  means:

                  (i) any of the following: (a) the merger or consolidation of
the Company with or into another issuer; or (b) the exchange or sale of all or a
portion of the outstanding shares of the Company for securities of another
issuer, or other consideration provided by such issuer or another party to such
transaction; and in the case of either (a) or (b), as a result of such
transaction, the Company's shareholders prior to the transaction, do not
possess, after such transaction, more than 50% of the voting power of the
securities issued and outstanding of any one of the following: (x) the Company;
(y) such other issuer; or (z) other constituent party to the transaction; or

                  (ii) a (a)sale, or (b) lease or other disposition (in either
case in (b), other than in the ordinary course of business) of more than 90% of
the Company's assets to a third party not currently an Affiliate of the Company.

                  "WARRANTS" means this Warrant and all stock purchase warrants
issued in exchange therefor pursuant to the terms thereof.

                  "WARRANT STOCK" means shares of the Company's authorized but
unissued Common Stock issuable upon the exercise of the Warrants; provided that
if there is a change in the class of securities issuable upon exercise of the
Warrant, then the term "WARRANT STOCK" will mean one share of the security
issuable upon exercise of the Warrant if such security is issuable in shares, or
will mean the smallest unit in which such security is issuable if such security
is not issuable in shares.

2.       Exercise of Warrant.
         -------------------

         2.1. Exercise Period.  The Registered Holder may exercise this Warrant,
in whole or in part (but not as to a fractional share of Warrant Stock),  at any
time and from  time to time  after its Date of  Issuance  and prior to 5:00 p.m.
(New York time) on March 8, 2005 (the "EXERCISE PERIOD").

                                       -2-
<PAGE>

2.2.     Exercise Procedure.
         -------------------

(a) This Warrant will be deemed to have been exercised at such time as the
Company has received all of the following items (the "EXERCISE DATE"):

                  (i)  a  completed  Exercise  Agreement,  as  described  below,
         executed by the Person  exercising  all or part of the purchase  rights
         represented by this Warrant (the "PURCHASER");

                  (ii) this Warrant;

                  (iii) if this  Warrant  is not  registered  in the name of the
         Purchaser,  an  Assignment  or  Assignments  in the form  set  forth in
         Exhibit II hereto,  evidencing  the  assignment  of this Warrant to the
         Purchaser; and

                  (iv) a check  payable to the Company in an amount equal to the
         product of the  Exercise  Price  multiplied  by the number of shares of
         Warrant Stock being purchased upon such exercise.

         (b) Certificates for shares of Warrant Stock purchased upon exercise of
this Warrant will be delivered by the Company to the  Purchaser  within ten days
after the Exercise Date.  Unless this Warrant has expired or all of the purchase
rights  represented  hereby have been exercised,  the Company will prepare a new
Warrant,  substantially  identical  hereto,  representing  the  rights  formerly
represented  by this  Warrant  which  have not  expired or been  exercised.  The
Company will, within such ten day period, deliver such new Warrant to the Person
designated for delivery in the Exercise Agreement.

         (c) The Warrant  Stock  issuable upon the exercise of this Warrant will
be deemed to have been issued to the  Purchaser  on the Exercise  Date,  and the
Purchaser  will be deemed for all  purposes to have become the record  holder of
such Warrant Stock on the Exercise Date.

         (d) The  issuance  of  certificates  for shares of  Warrant  Stock upon
exercise of this Warrant will be made without charge to the Registered Holder or
the Purchaser for any issuance tax in respect thereof or any other cost incurred
by the Company in  connection  with such  exercise  and the related  issuance of
shares of Warrant Stock; provided,  however, that if the shares of Warrant Stock
are to be issued in a name other than that of the Registered  Holder,  then such
Warrant Stock shall be delivered only when the person  requesting  such delivery
has paid to the  Company  the amount of  transfer  taxes or charges  required in
connection with such issuance, if any.

         (e) The  Company  will not close its  books  for the  transfer  of this
Warrant or of any share of Warrant Stock issued or issuable upon the exercise of
this Warrant in any manner  which  interferes  with the timely  exercise of this
Warrant.  The  Company  will from  time to time  take all such  action as may be
necessary to assure that the par value per share of the unissued  Warrant  Stock
acquirable  upon  exercise of this Warrant is at all times equal to or less than
the Exercise Price then in effect.


                                      -3-
<PAGE>

                  2.3.  Exercise  Agreement.  The  Exercise  Agreement  will  be
substantially  in the form set forth in  Exhibit I  hereto,  except  that if the
shares of  Warrant  Stock  are not to be  issued  in the name of the  Registered
Holder of this Warrant,  the Exercise  Agreement will also state the name of the
Person  to whom the  certificates  for the  shares  of  Warrant  Stock are to be
issued,  and if the  number  of shares of  Warrant  Stock to be issued  does not
include  all the shares of Warrant  Stock  purchasable  hereunder,  it will also
state the name of the Person to whom a new Warrant for the  unexercised  portion
of the rights hereunder is to be delivered.

                  2.4. Fractional Shares. If a fractional share of Warrant Stock
would be issuable upon exercise of the rights  represented by this Warrant,  the
Company will, within ten days after the Exercise Date,  deliver to the Purchaser
a check payable to the Purchaser in lieu of such fractional  share, in an amount
equal to the Current  Market Price of such  fractional  share as of the close of
business on the Exercise Date.

3.       Exercise Price and Adjustment of Number of Shares.
         -------------------------------------------------

3.1.     General.
         -------

                  (a) The initial  Exercise  Price will be $1.00 per share.  The
Exercise  Price and the number of shares  issuable upon exercise of this Warrant
will be subject to adjustment from time to time pursuant to this Section 3.

                  (b) Reorganization, Reclassification, Merger or Sale. In case
the Company shall effect a reorganization, reclassification of the outstanding
common stock, merger, exchange of shares, consolidation, sale, lease or other
disposition of the Company's assets, including a Sale Transaction (collectively,
a "Reorganization Transaction"), and, pursuant to the terms of such
Reorganization Transaction, shares of stock or other securities, property or
assets of the Company, successor or transferee or an affiliate thereof are to be
received by or distributed to the holders of Common Stock, then each Registered
Holder shall be provided with written notice from the Company informing each
Registered Holder of the terms of such Reorganization Transaction, and of the
record date thereof for any distribution pursuant thereto, at least 20 days in
advance of such record date, and each Registered Holder shall have, in addition
to the rights provided for herein, the right to receive, at the holder's
election, either (i) upon exercise of the Warrants held by such Holder, the
number of shares of stock or other securities, property or assets of the
Company, successor transferee or affiliate thereof or cash receivable upon or as
a result of such Reorganization Transaction, by a holder of the number of shares
of Common Stock for which such Registered Holder's Warrants are then exercisable
immediately prior to such event or (ii) the securities into which the Warrants
are converted into, upon, or as a result of, such Reorganization Transaction. In
the event of a Sale Transaction, as specified in Section 4 hereof, the exercise
of the Warrant must occur prior to the closing of the Sale Transaction, as the
Warrant is canceled upon the closing of such Sale Transaction. The provisions of
this paragraph (b) of this Subsection 3.1 shall similarly apply to successive
Reorganization Transactions discussed herein, but not to successive Sale
Transactions as the Warrant is canceled upon the closing of the first such Sale
Transaction pursuant to Section 4. Exercise of the Warrant, in the case of a
Sale Transaction, may, at the option of the Registered Holder, be made
contingent upon the closing thereof.

                                      -4-
<PAGE>

                  (c) Subdivision or Combination of Common Stock. If the Company
declares a dividend or other distribution payable to its holders of Common Stock
in shares of Common Stock or subdivides its outstanding shares of Common Stock
into a larger number or combines its outstanding shares of Common Stock into a
smaller number, then the Exercise Price in effect immediately prior to such
dividend, subdivision or combination, as the case may be, shall be
proportionately and appropriately increased or decreased.

                  (d) Notice of Adjustment. Whenever the Exercise Price shall be
adjusted as provided in this Subsection 3.1, the Company shall forthwith file,
at the office of the transfer agent for the Warrants, at the principal office of
the Company or at such other place as may be designated by the Company, a
statement, certified by the chief financial officer of the Company, showing in
detail the facts requiring such adjustment and the Exercise Price that shall be
in effect after such adjustment. The Company shall also cause a copy of such
statement to be sent by first class mail, postage prepaid to each Registered
Holder at such Holder's address as shown in the records of the Company.

                  (e) Other Adjustment. If a state of facts shall occur which,
without being specifically controlled by the provisions of this Subsection 3.1,
would not fairly protect the exercise rights of the Warrants in accordance with
the essential intent and principles of such provisions, then the Board of
Directors of the Company shall make an adjustment in the application of such
provisions, in accordance with such essential intent and principles, so as to
protect such exercise rights.

3.2. Adjustment to Number of Shares of Common Stock Issuable Upon Exercise. Upon
each adjustment of the Exercise Price pursuant to this Section 3, the total
number of shares of Common Stock issuable upon the exercise of this Warrant
shall be such number of shares of Common Stock (calculated to the nearest
1/100th of a share) issuable at the Exercise Price in effect immediately prior
to such adjustment multiplied by a fraction, the numerator of which shall be the
Exercise Price in effect immediately prior to such adjustment and the
denominator of which shall be the Exercise Price in effect immediately after
such adjustment.

         4.  Cancellation  of Warrant.  This Warrant  shall be canceled upon the
earlier of: (a) March 8, 2005; or (b) the closing of a Sale Transaction.

         5.  Reservation of Common Stock.  The Company will at all times reserve
and keep available for issuance upon the exercise of Warrants such number of its
authorized  but unissued  shares of Common Stock as will be sufficient to permit
the exercise in full of all  outstanding  Warrants,  and upon such issuance such
shares of Common Stock will be validly issued, fully paid and nonassessable.

         6. No Voting Rights;  Limitations  of Liability.  This Warrant will not
entitle the holder  hereof to any voting rights or other rights as a stockholder
of the  Company.  No provision of this  Warrant,  in the absence of  affirmative
action by the Registered Holder to purchase Warrant Stock, and no enumeration in
this Warrant of the rights or privileges  of the  Registered  Holder,  will give
rise to any  liability  of such Holder for the Exercise  Price of Warrant  Stock
acquirable by exercise hereof or as a stockholder of the Company.

                                      -5-
<PAGE>

         7. Warrant Transferable.
         ------------------------


                  (a)  Subject  to  the  transfer   conditions  referred  to  in
paragraph (b), below, this Warrant and all rights hereunder are transferable, in
whole or in part,  without  charge to the Registered  Holder,  upon surrender of
this  Warrant  with a properly  executed  Assignment  (in the form of Exhibit II
hereto) at the principal  office of the Company,  provided that any transfer tax
relating to such transaction shall be paid by the holder requesting the same.

                  (b) Each Registered  Holder of this Warrant  acknowledges that
this  Warrant  has not been  registered  under the Act,  and agrees not to sell,
pledge,  distribute,  offer for sale,  transfer  or  otherwise  dispose  of this
Warrant or any Warrant  Stock  issued upon its exercise in the absence of (i) an
effective  registration statement as to this Warrant or such Warrant Stock under
the Act (or any similar  statute then in effect),  or (ii) an opinion of counsel
for  the  Company  to the  effect  that  such  registration  is not,  under  the
circumstances, required.

         8. Warrant  Exchangeable for Different  Denominations.  This Warrant is
exchangeable,  upon  the  surrender  hereof  by  the  Registered  Holder  at the
principal office of the Company,  for new Warrants of like tenor representing in
the aggregate the purchase rights hereunder,  and each of such new Warrants will
represent such portion of such rights as is designated by the Registered  Holder
at the time of such  surrender,  provided that any transfer tax relating to such
transaction  shall  be paid by the  holder  requesting  the  same.  The date the
Company initially issues this Warrant, as set forth on the face thereof, will be
deemed to be the "Date of Issuance" of this Warrant  regardless of the number of
times  new  certificates  representing  the  unexpired  and  unexercised  rights
formerly represented by this Warrant are issued.

         9. Notice of Certain Actions.
         -----------------------------

                  In case at any time:

                  (a) the Company  shall declare any  discretionary  dividend or
other distribution upon its common stock payable in securities;

                  (b) there shall be any capital reorganization, or
reclassification, of the capital stock of the Company, or consolidation or
merger of the Company with, or sale of all or substantially all its assets or
stock to, another corporation;

                  (c) there shall be a  voluntary  or  involuntary  dissolution,
liquidation or winding-up of the Company; or

                  (d) the Company shall enter into an agreement or adopt a plan
for the purpose of effecting a consolidation, merger, or sale of all or
substantially all of its assets or stock, other than a merger where the Company
is the surviving corporation and the terms of the Company's capital stock remain
unchanged;

then, in any one or more of said cases, the Company shall give written notice
that 20 days prior to such event, except in the case of an involuntary
dissolution, by first class mail, postage prepaid, to the registered owner of
this Warrant, of the date on which (a) the books of the

                                      -6-
<PAGE>

Company shall close or a record shall be taken for such  dividend,  distribution
or  subscription  rights,  or (b) such  reorganization,  registration  statement
filing, reclassification,  consolidation, merger, sale, dissolution, liquidation
or  winding-up  shall take place,  as the case may be.  Such  notice  shall also
specify the date as of which the owners of any class of capital  stock of record
shall  participate in such dividend,  distribution  or subscription  rights,  or
shall be  entitled to  exchange  their  capital  stock for  securities  or other
property deliverable upon such reorganization, reclassification,  consolidation,
merger, sale, dissolution, liquidation, or winding-up, as the case may be.

         10.   Representations  of  Registered  Holder.  The  Registered  Holder
acknowledges  that  the  Company  will  rely  on  the  information  and  on  the
representations  set forth herein,  and the Registered Holder hereby represents,
warrants and agrees that:

                  10.1. The Registered  Holder is an "Accredited  Investor",  as
that term is defined under Section 501(a) of Regulation D under the Act.

                  10.2.  The  Registered  Holder has not  received  any  general
solicitation or general advertising regarding the purchase of the Warrant.

                  10.3.  The  Registered  Holder has  sufficient  knowledge  and
experience  in  financial  and  business  matters  so  that  he or it is able to
evaluate the merits and risks of purchasing  the Warrant as well as  substantial
experience in previous private and public purchases of securities.

                  10.4. The Registered Holder  understands that an investment in
the Company involves  significant  risk. The Registered  Holder does not require
the funds being used to  purchase  the  Securities  for its  liquidity  or other
needs, possesses the ability to bear the economic risk of holding the Securities
purchased  hereunder  indefinitely  and  can  afford  a  complete  loss  of  its
investment in the Securities.

                  10.5.  During  the  transaction  and  prior to  purchase,  the
Registered  Holder has had full  opportunity  to ask  questions  of and  receive
answers  from  the  Company  and its  officers  and  authorized  representatives
regarding  the  terms  and  conditions  of  the  Warrant  and  the  transactions
contemplated  hereby, as well as the affairs of the Company and related matters.
The  Registered  Holder  confirms that it does not desire to receive any further
information.

                  10.6.  The  Registered  Holder  understands  that the exercise
price of the Warrant being purchased hereby has been arbitrarily  determined and
does not  necessarily  bear any  relationship  to  investment  criteria  such as
projected earnings, discounted cash flow, book value or other measures of value.

                  10.7.  The  Registered  Holder  understands  that the  Warrant
Documents  have  not been  filed  with or  reviewed  by the  Commission  nor the
securities  department of any state because of the private or limited  nature of
this  offering  as defined by  applicable  laws,  and that the  Warrant  and the
Warrant Stock have not been  registered  with the  Commission  under the Act nor
with the  securities  department  of any  state in  reliance  upon an  exemption
therefrom for non-public offerings.

                                      -7-
<PAGE>

                  10.8.  The  Registered  Holder is a bona fide  resident of the
state set forth as his  "address"  below and  further  represents  that (a) if a
corporation, partnership, trust or other form of business organization, it has a
principal  office  within  such  state;  and  (b) if an  individual,  he has his
principal residence in such state.

                  10.9. The Registered  represents and warrants that the Warrant
and the Warrant  Stock is or will be acquired  for  investment  purposes and not
with a view to distribution or for sale. The Registered  Holder  represents that
there is no contract,  undertaking,  agreement or arrangement with any person to
sell,  transfer  or pledge to such  person or anyone  else the  Warrant  and the
Warrant Stock or any part thereof,  and the  undersigned has no present plans to
enter into such contract, undertaking, agreement or arrangement and will neither
directly  or  indirectly  seek to assign,  transfer  or sell the same in any way
inconsistent with the legend which is being placed on the Warrant.

         11. Miscellaneous.
             --------------

                  11.1. Amendment and Waiver. The provisions of the Warrants may
be amended  and the Company may take any action  herein  prohibited,  or omit to
perform any act herein required to be performed by it, only with the affirmative
consent or approval of the Company and of the Registered Holder.

                  11.2.  Notices.  Any  notices  required  to  be  sent  to  the
Registered  Holder will be  delivered to the address of such  Registered  Holder
shown on the books of the  Company.  All  notices  referred  to  herein  will be
delivered in person or sent by first class mail,  postage  prepaid,  and will be
deemed to have been given when so delivered or sent.

                  11.3.  Descriptive  Headings:  Governing Law. The  descriptive
headings of the paragraphs of this Warrant are inserted for convenience only and
do not  constitute  a part of  this  Warrant.  The  construction,  validity  and
interpretation  of this  Warrant  will be  governed  by the laws of the State of
Florida without giving effect to the conflicts of laws principles  thereof.  Any
dispute arising  hereunder  shall be adjudicated  exclusively in the Federal and
State  courts  located in New York  County,  New York,  and the  Company and the
holder of this Warrant  waives any claims of  inconvenient  forum in  connection
therewith.

                                      -8-
<PAGE>



         IN WITNESS WHEREOF, the Company has caused this Warrant to be signed
and attested by its duly authorized officers under its corporate seal on this
8th day of June, 2000.

                                            WEALTHHOUND.COM, INC.

                                            BY:/s/ Michael D. Farkas
                                               -------------------------------
ATTEST:                                        Michael D. Farkas, Chairman & CEO

/s/ Matthew Sher
--------------------------
SECRETARY

                                            REGISTERED HOLDER

                                            BY: /s/ Donald Engel
                                               -------------------------------
                                               NAME: Donald Engel
                                               ADDRESS: 570 Park Ave
                                                        NY NY  10021


                                      -9-
<PAGE>


                                                                       EXHIBIT I

                               EXERCISE AGREEMENT
                               ------------------

                                                      Dated: ___________________




To:      WEALTHHOUND.COM, INC.
         [ADDRESS]

         The undersigned, pursuant to the provisions set forth in the within
Warrant, hereby agrees to subscribe for and purchase shares of the Warrant Stock
covered by such Warrant and makes payment herewith in full for such Warrant
Stock at the price per share provided by such Warrant.

                                           Signature ___________________________

                                             Address ___________________________

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

<PAGE>


                                                                      EXHIBIT II

                                   ASSIGNMENT
                                   ----------

         FOR VALUE RECEIVED, ________________ hereby sells, assigns and
transfers all of the rights of the undersigned under the within Warrant with
respect to the number of shares of the Warrant Stock covered thereby set forth
below, unto:

Name of Assignee              Address                        No of Shares
----------------              -------                        ------------