THIS WARRANT AND THE COMMON  SHARES  ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE
NOT BEEN  REGISTERED  UNDER THE  SECURITIES  ACT OF 1933,  AS AMENDED (THE "1933
ACT"),  OR APPLICABLE  STATE OR FOREIGN  SECURITIES  LAWS.  THIS WARRANT AND THE
COMMON SHARES  ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE  TRANSFERRED OR
RESOLD IN THE UNITED STATES,  OR TO A U.S.  PERSON,  OR TO OR FOR THE ACCOUNT OR
BENEFIT OF A U.S.  PERSON (AS SUCH TERMS ARE DEFINED IN RULE 902 OF REGULATION S
UNDER THE 1933 ACT) AND THIS WARRANT MAY NOT BE EXERCISED BY OR ON BEHALF OF ANY
U.S.  PERSON FOR A PERIOD OF ONE YEAR EXPIRING ON ___________,  2001,  EXCEPT IN
ACCORDANCE  WITH THE  PROVISIONS  OF  REGULATION  S UNDER THE 1933 ACT OR UNLESS
REGISTERED UNDER THE 1933 ACT AND APPLICABLE STATE SECURITIES LAWS OR UNLESS THE
HOLDER  PROVIDES  THE COMPANY WITH AN OPINION  FROM  COUNSEL  ACCEPTABLE  TO THE
COMPANY STATING THAT AN EXEMPTION FROM  REGISTRATION IS AVAILABLE AT THE TIME OF
SUCH TRANSFER.  HEDGING TRANSACTIONS INVOLVING THIS WARRANT OR THE COMMON SHARES
ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE
WITH THE 1933 ACT.

                         Right to Purchase ___________ Shares of Common Stock of
                         ICOA, Inc. (subject to adjustment as provided herein)

                          COMMON STOCK PURCHASE WARRANT

No.__                                        Issue Date: ____________, 2000

         ICOA,  INC.,  a  corporation  organized  under the laws of the State of
Nevada  (the   "Company"),   hereby   certifies   that,   for  value   received,
____________________________,  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 five (5)
years after such date (the "Expiration  Date"), up to ___________ fully paid and
nonassessable shares of Common Stock (as hereinafter defined),  $.0001 par value
per  share,  of the  Company,  at a  purchase  price of $_____  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 ICOA,  Inc. and any  corporation
which shall succeed or assume the obligations of ICOA, Inc. hereunder.

         (b) The term "Common  Stock"  includes (a) the Company's  Common Stock,
$.0001 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.

                                       1
<PAGE>

         (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.       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;  and also  accompanied  by an opinion of counsel as  provided in
Rule  903(b)(5)(ii)(B)  of Regulation S.  Notwithstanding  any provision herein,
this Warrant may not be exercised  within the United  States,  and the shares of
Common Stock issuable upon exercise of this Warrant may not be delivered  within
the United States upon exercise,  unless pursuant to an offering which meets the
definition of an "offshore transaction" pursuant to Rule 902(h) of Regulation S,
unless  registered under the 1933 Act or an exemption from such  registration is
available.

                  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. 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.

                                       2
<PAGE>

                     (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.

                  1.5. 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.

                  1.6. 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 11 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. 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.       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

                                       3
<PAGE>

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, 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, 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.

                  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

                                       4
<PAGE>

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 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 (appointed pursuant to Section 11 hereof).

         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 a Subscription Agreement entered into by the Company and Subscribers of
the Company's 9% Convertible Notes prior to the issue date of this Warrant.

                                       5
<PAGE>

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 240 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,  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)  for the  Company's  Common  Stock on the trading  date
immediately  preceding  the date  notice is given by the  Holder,  less the then
current Purchase Price, for each share of Common Stock designated in such notice
from the Holder.

         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 4.99% 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 4.99%.  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 4.99% amount described above and which shall
be allocated to the excess above 4.99%.

         11.  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.

         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.

                                       6
<PAGE>

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

                                        ICOA, INC.



                                        By:
                                           -------------------------------------


Witness:


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


                                       7
<PAGE>

                                    EXHIBIT A

                              FORM OF SUBSCRIPTION
                   (To be signed only on exercise of Warrant)


TO:      ICOA, Inc.

The undersigned,  the holder of the within Warrant, hereby irrevocably elects to
exercise this Warrant for, and to purchase thereunder, shares of Common Stock of
ICOA,  Inc.  and herewith  makes  payment of $ therefor,  and 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 it is not a U.S.  Person (as that
term is defined in  Regulation S under the  Securities  Act of 1933,  as amended
(the "1933 Act")), and the within Warrant is not being exercised by or on behalf
of a U.S.  Person,  or else the undersigned has provided  herewith an opinion of
counsel to the effect  that the within  Warrant  and the shares of Common  Stock
delivered upon exercise  thereof have been registered  under the 1933 Act or are
exempt from  registration  thereunder.  The undersigned  represents and warrants
that the within Warrant is not being  exercised  within the United  States,  and
that the undersigned  understands  that the shares of Common Stock issuable upon
exercise of the within  Warrant may not be delivered  within the United  States,
other than in offerings deemed to meet the definition of "offshore  transaction"
pursuant to Rule 902(h) under Regulation S, unless registered under the 1933 Act
or an exemption from such registration is available.

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 ICOA,  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 ICOA, Inc. with
full power of substitution in the premises.

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

      Transferees         Percentage                    Number
      -----------         Transferred                 Transferred
                          -----------                 -----------

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


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


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


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

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