Exhibit 10.3


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 SHOPOVERSEAS.COM, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.

                                    Right to Purchase _________ Shares of Common
                                    Stock of Shopoverseas.com, Inc. (subject to
                                    adjustment as provided herein)

                  COMMON STOCK PURCHASE WARRANT

No. ___                                      Issue Date: _____________

     Shopoverseas.com, Inc., a corporation organized under the laws of the State
of Nevada (the "Company"), hereby certifies that, for value received,
______________________ or permissable assigns, is entitled, subject to the terms
set forth below, to purchase from the Company after the Issue Date at any time
or from time to time before 5:00 p.m., New York time, on July 31, 2002 (the
"Expiration Date"), up to _________ fully paid and nonassessable shares of
Common Stock (as hereinafter defined), $.001 par value per share, of the
Company, at a purchase price of ____ per share of Common Stock (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 Shopoverseas.com, Inc. and any
corporation which shall succeed or assume the obligations of Shopoverseas.com,
Inc. hereunder.

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


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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 5 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, the number of shares of
     Common Stock of the Company identified on Page 1 hereof, 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. 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


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          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.

          1.5. 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 3.1, 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. 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, 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,


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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 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 5.

          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, if exercised, 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.

          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 5.

     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


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<PAGE>

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. Chief Financial Officer's 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 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 10 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, and delivery of such representations and warranties as shall
reasonably be requested by the Company, 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"), to the Company, 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.


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<PAGE>

     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 initial holder of this Warrant and
the Company in connection with the purchase of the Unit of which this Warrant is
a part. The terms of the Subscription Agreement and Registration Rights
Agreement referred to therein are incorporated herein by this reference.

     10. Warrant Agent. The Company may, by written notice to the each holder of
the Warrant, appoint an agent having an office in New York, NY 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.

     11. 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.

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

          (a) The Company shall exercise the Warrant Call by giving to each
     Warrant Holder a written notice of call (the "Call Notice") at any time
     prior to the Expiration Date.

          (b) The Warrant Holders shall exercise their Warrant rights and
     purchase the appropriate number of shares of Common Stock and pay for same
     all within 10 business days of the date of the Call Notice. Any Warrants
     which are Called and not exercised during such 10 business day period shall
     thereafter not be exercisable.

     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


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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.

                             Shopoverseas.com, Inc.


                             By:_______________________________

                             Title:____________________________


Witness:

__________________________


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                                    Exhibit A


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


TO: Shopoverseas.com, 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
Shopoverseas.com, 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 _______________________________________________________.

Dated:___________________

                                   _____________________________________________
                                   (Signature must conform to name of holder as
                                   specified on the face of the Warrant)

                                   _____________________________________________
                                  (Address)


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<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 Shopoverseas.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
Shopoverseas.com, Inc. with full power of substitution in the premises.

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

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

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

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

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


Dated:           , 19___                   _______________________________
                                           (Signature must conform to name
                                           of holder as specified on the
                                           face of the warrant)

Signed in the presence of:


___________________________       _________________________________
         (Name)                               (address)

                                  _________________________________
                                              (address)

ACCEPTED AND AGREED:
[TRANSFEREE]

___________________________
         (Name)


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