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                                                                     EXHIBIT 4.2

THE REPRESENTATIVE'S WARRANTS EVIDENCED AND REPRESENTED BY THIS CERTIFICATE (THE
"REPRESENTATIVE'S WARRANTS") AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF
(THE "WARRANT SHARES") HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, PURSUANT TO A REGISTRATION STATEMENT FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION. HOWEVER, NEITHER THE REPRESENTATIVE'S WARRANTS NOR SUCH
WARRANT SHARES MAY BE SOLD, TRANSFERRED, PLEDGED, OR HYPOTHECATED EXCEPT
PURSUANT TO (i) A POST-EFFECTIVE AMENDMENT TO SUCH REGISTRATION STATEMENT, (ii)
A SEPARATE REGISTRATION STATEMENT UNDER SUCH ACT, OR (iii) AN EXEMPTION FROM
REGISTRATION UNDER SUCH ACT AND UNDER THE APPLICABLE BLUE SKY LAWS.

THIS REPRESENTATIVE'S WARRANT MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED EXCEPT AS
OTHERWISE PROVIDED HEREIN AND THE HOLDER OF THIS REPRESENTATIVE'S WARRANT, BY
ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS
REPRESENTATIVE'S WARRANT EXCEPT AS OTHERWISE PROVIDED HEREIN.


                            LET'S PLAY SPORTS, INC.

            Representative's Warrant for the Purchase of Common Stock

No. UW-001                                      60,000 Representative's Warrants

     THIS CERTIFIES that, for receipt in hand of $10 and other value received,
SCHNEIDER SECURITIES, INC. (the "Holder"), is entitled to subscribe for and
purchase from Let's Play Sports, Inc., a Colorado corporation (the "Company"),
upon the terms and conditions set forth herein, at any time, or from time to
time, from ______________, 2002, and before 5:00 p.m. Mountain time on
____________, 2006 (the "Exercise Period"), 60,000 shares of Common Stock (the
"Warrant Shares"), at a price of $7.98 per Warrant Share (the "Exercise Price"),
or 133% of the offering price of Common Stock sold by the Company in a public
offering (the "Public Offering") at or prior to the date hereof.

         The term the "Holder" as used herein shall include any transferee to
whom this Representative's Warrant has been transferred in accordance with the
above. As used herein the term "this Representative's Warrant" shall mean and
include this Representative's Warrant and any Representative's Warrant or
Representative's Warrants hereafter issued as a consequence of the exercise or
transfer of this Representative's Warrant in whole or in part, and the term
"Common Stock" shall mean and include the Company's Common Stock with ordinary
voting power, which class at the date hereof is publicly traded.

     1. This Representative's Warrant may not be sold, transferred, assigned,
pledged or hypothecated until _________, 2002 (12 months from the Effective Date
of the Registration


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Statement on which it is initially registered) except that it may be
transferred, in whole or in part, (i) to one or more officers or partners of the
Holder (or the officers or partners of any such partner); (ii) to a member of
the underwriting syndicate and/or its officers or partners; or (iii) by
operation of law. After _____________, 2002, this Representative's Warrant may
be sold, transferred, assigned or hypothecated in accordance with applicable
law.

     2.   a. This Representative's Warrant may be exercised during the Exercise
     Period as to the whole or any lesser number of Warrant Shares, by the
     surrender of this Representative's Warrant (with the election attached
     hereto duly executed) to the Company at its office at 9606 Aero Drive,
     Suite 1300, San Diego, California 92123, or such other place as is
     designated in writing by the Company, together with a certified or bank
     cashier's check payable to the order of the Company in an amount equal to
     the Exercise Price multiplied by the number of Warrant Shares for which
     this Representative's Warrant is being exercised.

          b. Upon written request of the Holder, and in lieu of payment for the
     Warrant Shares by check in accordance with paragraph 2(a) hereof, the
     Holder may exercise the Representative's Warrant (or any portion thereof)
     for and receive the number of Warrant Shares equal to a fraction, the
     numerator of which equals (i) the amount by which the Current Market Price
     of the Common Stock for the ten (10) trading days preceding the date of
     exercise exceeds the Exercise Price per Share, multiplied by (ii) the
     number of Warrant Shares to be purchased; the denominator of which equals
     the Current Market Price.

          c. For the purposes of any computation under this Representative's
     Warrant, the "Current Market Price" at any date shall be the closing price
     of the Common Stock on the business day next preceding the event requiring
     an adjustment hereunder. If the principal trading market for such
     securities is an exchange, the closing price shall be the reported last
     sale price on such exchange on such day provided if trading of such Common
     Stock is listed on any consolidated tape, the closing price shall be the
     reported last sale price set forth on such consolidated tape. If the
     principal trading market for such securities is the over-the-counter
     market, the closing price shall be the last reported


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     sale price on such date as set forth by The Nasdaq Stock Market, Inc., or,
     if the security is not quoted on such market, the average of the closing
     bid and asked prices as set forth in the National Quotation Bureau pink
     sheets or the Electronic Bulletin Board System for such day.
     Notwithstanding the foregoing, if there is no reported last sale price or
     average closing bid and asked prices, as the case may be, on a date prior
     to the event requiring an adjustment hereunder, then the current market
     price shall be determined as of the latest date prior to such day for which
     such last sale price or average closing bid and asked prices are available.

     3. Upon each exercise of this Representative's Warrant, the Holder shall be
deemed to be the holder of record of the Warrant Shares issuable upon such
exercise, notwithstanding that the transfer books of the Company shall then be
closed or certificates representing such Warrant Shares shall not then have been
actually delivered to the Holder. As soon as practicable after each such
exercise of this Representative's Warrant, the Company shall issue and deliver
to the Holder a certificate or certificates for the Warrant Shares issuable upon
such exercise, registered in the name of the Holder or its designee. If this
Representative's Warrant should be exercised in part only, the Company shall,
upon surrender of this Representative's Warrant for cancellation, execute and
deliver a new Representative's Warrant evidencing the right of the Holder to
purchase the balance of the Warrant Shares (or portions thereof) subject to
purchase hereunder.

     4. The Representative's Warrants shall be registered in a Representative's
Warrant Register as they are issued. The Company shall be entitled to treat the
registered holder of any Representative's Warrant on the Representative's
Warrant Register as the owner in fact thereof for all purposes and shall not be
bound to recognize any equitable or other claim to or interest in such
Representative's Warrant on the part of any other person. The Representative's
Warrants shall be transferable only on the books of the Company upon delivery
thereof duly endorsed by the Holder or by its duly authorized attorney or
representative, or accompanied by proper evidence of succession, assignment or
authority to transfer. In all cases of transfer by an attorney, executor,
administrator, guardian or other legal representative, duly authenticated
evidence of his or its authority shall be produced. Upon any registration of
transfer, the


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Company shall deliver a new Representative's Warrant or Representative's
Warrants to the person entitled thereto. The Representative's Warrants may be
exchanged, at the option of the Holder thereof, for another Representative's
Warrant, or other Representative's Warrants of different denominations, of like
tenor and representing in the aggregate the right to purchase a like number of
Warrant Shares (or portions thereof) upon surrender to the Company or its duly
authorized agent. Notwithstanding the foregoing, the Company shall have no
obligation to cause the Representative's Warrants to be transferred on its books
to any person if, in the opinion of counsel to the Company, such transfer does
not comply with the provisions of the Securities Act of 1933, as amended (the
"Act"), or applicable state blue sky laws and the rules and regulations
thereunder.

     5. The Company shall at all times reserve and keep available out of its
authorized and unissued Common Stock, solely for the purpose of providing for
the exercise of this Representative's Warrant, such number of shares of Common
Stock as shall, from time to time, be sufficient therefor. The Company covenants
that all Warrant Shares issuable upon exercise of this Representative's Warrant
shall be validly issued, fully paid, nonassessable, and free of preemptive
rights.

     6.  a. If the Company shall at any time subdivide its outstanding Common
     Stock by recapitalization, reclassification or split-up thereof, the number
     of Warrant Shares subject to this Representative's Warrant immediately
     prior to such subdivision shall be proportionately increased, and if the
     Company shall at any time combine the outstanding Common Stock by
     recapitalization, reclassification or combination thereof, the number of
     Warrant Shares subject to this Representative's Warrant immediately prior
     to such combination shall be proportionately decreased. Any corresponding
     adjustment to the Exercise Price shall become effective at the close of
     business on the record date for such subdivision or combination.

          b. If the Company after the date hereof shall distribute to the
     holders of its Common Stock any securities or other assets (other than a
     distribution of Common Stock or a cash distribution made as a dividend
     payable out of earnings or out of any earned surplus legally available for
     dividends under the laws of the jurisdiction of


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     incorporation of the Company), the Board of Directors shall be required to
     make such equitable adjustment in the Exercise Price in effect immediately
     prior to the record date of such distribution as may be necessary to
     preserve the rights substantially proportionate to those enjoyed hereunder
     by the Holder immediately prior to such distribution. Any such adjustment
     made in good faith by the Board of Directors shall be final and binding
     upon the Holder and shall become effective as of the record date for such
     distribution.

          c. No adjustment in the number of Warrant Shares subject to this
     Representative's Warrant shall be required unless such adjustment would
     require an increase or decrease in such number of Warrant Shares of at
     least 1% of the then adjusted number of Warrant Shares issuable upon
     exercise of this Representative's Warrant, provided, however, that any
     adjustments which by reason of the foregoing are not required at the time
     to be made shall be carried forward and taken into account and included in
     determining the amount of any subsequent adjustment; and provided further,
     however, that in case the Company shall at any time subdivide or combine
     the outstanding Common Stock or issue any additional Common Stock as a
     dividend, said percentage shall forthwith be proportionately increased in
     the case of a combination or decreased in the case of a subdivision or
     dividend of Common Stock so as to appropriately reflect the same. If the
     Company shall make a record of the holders of its Common Stock for the
     purpose of entitling them to receive any dividend or distribution and
     legally abandon its plan to pay or deliver such dividend or distribution
     then no adjustment in the number of Warrant Shares subject to this
     Representative's Warrant shall be required by reason of the making of such
     record.

          d. Whenever the number of Warrant Shares purchasable upon the exercise
     of this Representative's Warrant is adjusted as provided herein, the
     Exercise Price shall be adjusted (to the nearest one tenth of a cent) by
     respectively multiplying such Exercise Price immediately prior to such
     adjustment by a fraction, the numerator of which shall be the number of
     Warrant Shares purchasable upon the exercise of this Representative's
     Warrant immediately prior to such adjustment, and the denominator of which
     shall be the number of Warrant Shares purchasable immediately thereafter.


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          e. In case of any reclassification of the outstanding Common Stock
     (other than a change covered by (a) hereof or which solely affects the par
     value of such Common Stock) or in the case of any merger or consolidation
     of the Company with or into another corporation (other than a consolidation
     or merger in which the Company is the continuing corporation and which does
     not result in any reclassification or capital reorganization of the
     outstanding Common Stock), or in the case of any sale or conveyance to
     another corporation of the property of the Company as an entirety or
     substantially as an entirety in connection with which the Company is
     dissolved, the Holder of this Representative's Warrant shall have the right
     thereafter (until the expiration of the right of exercise of this
     Representative's Warrant) to receive upon the exercise hereof, for the same
     aggregate Exercise Price payable hereunder immediately prior to such event,
     the kind and amount of shares of stock or other securities or property
     receivable upon such reclassification, capital reorganization, merger or
     consolidation, or upon the dissolution following any sale or other
     transfer, by a holder of the number of Warrant Shares obtainable upon the
     exercise of this Representative's Warrant immediately prior to such event;
     and if any reclassification also results in a change in Common Stock
     covered by (a) above, then such adjustment shall be made pursuant to both
     this paragraph (e) and paragraph (a). The provisions of this paragraph (e)
     shall similarly apply to successive re-classifications, or capital
     reorganizations, mergers or consolidations, sales or other transfers.

          If the Company after the date hereof shall issue or agree to issue
     Common Stock, options or convertible securities, other than as described
     herein, and such issuance or agreement would in the opinion of the Board of
     Directors of the Company materially affect the rights of the Holders of the
     Representative's Warrants, the Exercise Price and the number of Warrant
     Shares purchasable upon exercise of the Representative's Warrants shall be
     adjusted in such matter, if any, and at such time as the Board of Directors
     of the Company, in good faith, may determine to be equitable in the
     circumstances. The minutes or unanimous consent approving such action shall
     set forth the Board of Director's determination as to whether an adjustment
     is warranted and the


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     manner of such adjustment. In the absence of such determination, any Holder
     may request in writing that the Board of Directors make such determination.
     Any such determination made in good faith by the Board of Directors shall
     be final and binding upon the Holders. If the Board fails, however, to make
     such determination within sixty (60) days after such request, such failure
     shall be deemed a determination that an adjustment is required.

          f. i. Upon occurrence of each event requiring an adjustment of the
     Exercise Price and of the number of Warrant Shares purchasable upon
     exercise of this Representative's Warrant in accordance with, and as
     required by, the terms hereof, the Company shall forthwith employ a firm of
     certified public accountants (who may be the regular accountants for the
     Company) who shall compute the adjusted Exercise Price and the adjusted
     number of Warrant Shares purchasable at such adjusted Exercise Price by
     reason of such event in accordance herewith. The Company shall give to each
     Holder of the Representative's Warrants a copy of such computation which
     shall be conclusive and shall be binding upon such Holders unless contested
     by Holders by written notice to the Company within thirty (30) days after
     receipt thereof.

          ii. In case the Company after the date hereof shall propose (A) to pay
     any dividend payable in stock to the holders of its Common Stock or to make
     any other distribution (other than cash dividends) to the holders of its
     Common Stock or to grant rights to subscribe to or purchase any additional
     shares of any class or any other rights or options to holders of its Common
     Stock, (B) to effect any reclassification involving merely the subdivision
     or combination of outstanding Common Stock, or (C) any capital
     reorganization or any consolidation or merger, or any sale, transfer or
     other disposition of its property, assets and business substantially as an
     entirety, or the liquidation, dissolution or winding up of the Company,
     then in each such case, the Company shall obtain the computation described
     above and if an adjustment to the Exercise Price is required, the Company
     shall notify the Holders of the Representative's Warrants


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     of such proposed action, which shall specify the record date for any such
     action or if no record date is established with respect thereto, the date
     on which such action shall occur or commence, or the date of participation
     therein by the holders of Common Stock if any such date is to be fixed, and
     shall also set forth such facts with respect thereto as shall be reasonably
     necessary to indicate the effect of such action on the Exercise Price and
     the number, or kind, or class of shares or other securities or property
     obtainable upon exercise of this Representative's Warrant after giving
     effect to any adjustment which will be required as a result of such action.
     Such notice shall be given at least twenty (20) days prior to the record
     date for determining holders of the Common Stock for purposes of any such
     action, and in the case of any action for which a record date is not
     established then such notice shall be mailed at least twenty (20) days
     prior to the taking of such proposed action.

          iii. Failure to file any certificate or notice or to give any notice,
     or any defect in any certificate or notice, shall not effect the legality
     or validity of the adjustment in the Exercise Price or in the number, or
     kind, or class of shares or other securities or property obtainable upon
     exercise of the Representative's Warrants or of any transaction giving rise
     thereto.

     g. The Company shall not be required to issue fractional Warrant Shares
upon any exercise of the Representative's Warrants. As to any final fraction of
a Share which the Holder of a Representative's Warrant would otherwise be
entitled to purchase upon such exercise, the Company shall pay a cash adjustment
in respect of such final fraction in an amount equal to the same fraction of the
market price of a share of such stock on the business day preceding the day of
exercise. The Holder of a Representative's Warrant, by his acceptance of a
Representative's Warrant, expressly waives any right to receive any fractional
Warrant Shares.

     h. Regardless of any adjustments pursuant to this section in the Exercise
Price or in the number, or kind, or class of shares or other securities or other
property obtainable upon exercise of a Representative's Warrant, a
Representative's Warrant may


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     continue to express the Exercise Price and the number of Warrant Shares
     obtainable upon exercise at the same price and number of Warrant Shares as
     are stated herein.

          i. The number of Warrant Shares, the Exercise Price and all other
     terms and provisions of the Company's agreement with the Holder of this
     Representative's Warrant shall be determined exclusively pursuant to the
     provisions hereof.

          j. The above provisions of this section 6 shall similarly apply to
     successive transactions which require adjustments.

          k. Notwithstanding any other language to the contrary herein, (i) the
     anti-dilution terms of this Representative's Warrant will not be enforced
     so as to provide the Holder the right to receive, or for the accrual of,
     cash dividends prior to the exercise of this Representative's Warrant, and
     (ii) the anti-dilution terms of this Representative's Warrant will not be
     enforced in such a manner as to provide the Holder with disproportionate
     rights, privileges and economic benefits not provided to purchasers of the
     Common Stock in the Public Offering.

     7. The issuance of any Warrant Shares or other securities upon the exercise
of this Representative's Warrant and the delivery of certificates or other
instruments representing such securities, or other securities, shall be made
without charge to the Holder for any tax or other charge in respect of such
issuance. The Company shall not, however, be required to pay any tax which may
be payable in respect of any transfer involved in the issue and delivery of any
certificate in a name other than that of the Holder and the Company shall not be
required to issue or deliver any such certificate unless and until the person or
persons requesting the issue thereof shall have paid to the Company the amount
of such tax or shall have established to the satisfaction of the Company that
such tax has been paid.

          8. a. If, at any time after _______________, 2001 (the Effective Date
     of the Registration Statement), and ending ____________, 2008 (seven years
     after the Effective Date of the Registration Statement), the Company shall
     file a registration statement (other than on Form S-4, Form S-8, or any
     successor form) with the Securities and Exchange Commission (the
     "Commission") while Warrant Shares are available for purchase upon exercise
     of this Representative's Warrant or while any Warrant Shares


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     (collectively, the Representative's Warrants and the underlying Warrant
     Shares, the "Representative's Securities") are outstanding, the Company
     shall, on two occasions only, give the Holder and all the then holders of
     such Representative's Securities at least 30 days prior written notice of
     the filing of such registration statement. If requested by the Holder or by
     any such holder in writing within 20 days after receipt of any such notice,
     the Company shall, at the Company's sole expense (other than the fees and
     disbursements of counsel for the Holder or such holder and the underwriting
     discounts, if any, payable in respect of the securities sold by the Holder
     or any such holder), register or qualify the Representative's Securities of
     the Holder or any such holders who shall have made such request
     concurrently with the registration of such other securities, all to the
     extent requisite to permit the public offering and sale of the
     Representative's Securities requested to be registered, and will use its
     best efforts through its officers, directors, auditors and counsel to cause
     such registration statement to become effective as promptly as practicable.
     Notwithstanding the foregoing, if the managing underwriter of any such
     offering shall advise the Company in writing that, in its opinion, the
     distribution of all or a portion of the Representative's Securities
     requested to be included in the registration concurrently with the
     securities being registered by the Company would materially adversely
     affect the distribution of such securities by the Company for its own
     account, then the Holder or any such holder who shall have requested
     registration of his or its Representative's Securities shall delay the
     offering and sale of such Representative's Securities (or the portions
     thereof so designated by such managing underwriter) for such period, not to
     exceed 90 days, as the managing underwriter shall request, provided that no
     such delay shall be required as to any Representative's Securities if any
     securities of the Company are included in such registration statement for
     the account of any person other than the Company and the Holder unless the
     securities included in such registration statement for such other person
     shall have been reduced pro rata to the reduction of the Representative's
     Securities which were requested to be included in such registration.


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               b. If at any time after ___________, 2001 (the Effective Date of
          the Registration Statement), and before ___________, 2006 (five years
          after the Effective Date of the Registration Statement), the Company
          shall receive a written request from holders of Representative's
          Securities who, in the aggregate, own (or upon exercise of all
          Representatives Warrants will own) a majority of the total number of
          Warrant Shares, the Company shall, as promptly as practicable, prepare
          and file with the Commission a registration statement sufficient to
          permit the public offering and sale of the Representative's
          Securities, and will use its best efforts through its officers,
          directors, auditors and counsel to cause such registration statement
          to become effective as promptly as practicable; provided, however,
          that the Company shall only be obligated to file and obtain
          effectiveness of one such registration statement for which all
          expenses incurred in connection with such registration (other than the
          fees and disbursements of counsel for the Holder or such holders and
          underwriting discounts, if any, payable in respect of the
          Representative's Securities sold by the Holder or any such holder)
          shall be borne by the Company.

               c. In the event of a registration pursuant to the provisions of
          this paragraph 8, the Company shall use its best efforts to cause the
          Representative's Securities so registered to be registered or
          qualified for sale under the securities or blue sky laws of such
          jurisdictions as the Holder or such holders may reasonably request;
          provided, however, that the Company shall not be required to qualify
          to do business in any state by reason of this paragraph 8(c) in which
          it is not otherwise required to qualify to do business and provided
          further, that the Company has no obligation to qualify the
          Representative's Securities where such qualification would cause any
          unreasonable delay or expenditure by the Company.

               d. The Company shall keep effective any registration or
          qualification contemplated by this paragraph 8 and shall from time to
          time amend or supplement each applicable registration statement,
          preliminary prospectus, final prospectus, application, document and
          communication for such period of time as shall be required to permit
          the Holder or such holders to complete the offer and sale of the
          Representative's Securities


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          covered thereby. The Company shall in no event be required to keep any
          such registration or qualification in effect for a period in excess of
          nine months from the date on which the Holder and such holders are
          first free to sell such Representative's Securities; provided,
          however, that if the Company is required to keep any such registration
          or qualification in effect with respect to securities other than the
          Representative's Securities beyond such period, the Company shall keep
          such registration or qualification in effect as it relates to the
          Representative's Securities for so long as such registration or
          qualification remains or is required to remain in effect in respect of
          such other securities.

               e. In the event of a registration pursuant to the provisions of
          this paragraph 8, the Company shall furnish to the Holder and to each
          such holder such reasonable number of copies of the registration
          statement and of each amendment and supplement thereto (in each case,
          including all exhibits), such reasonable number of copies of each
          prospectus contained in such registration statement and each
          supplement or amendment thereto (including each preliminary
          prospectus), all of which shall conform to the requirements of the Act
          and the rules and regulations thereunder, and such other documents as
          the Holder or such holders may reasonably request in order to
          facilitate the disposition of the Representative's Securities included
          in such registration.

               f. In the event of a registration pursuant to the provisions of
          this paragraph 8, the Company shall furnish the Holder and each holder
          of any Representative's Securities so registered with an opinion of
          its counsel to the effect that (i) the registration statement has
          become effective under the Act and no order suspending the
          effectiveness of the registration statement, preventing or suspending
          the use of the registration statement, any preliminary prospectus, any
          final prospectus, or any amendment or supplement thereto has been
          issued, nor to such counsel's actual knowledge has the Securities and
          Exchange Commission or any securities or blue sky authority of any
          jurisdiction instituted or threatened to institute any proceedings
          with respect to such an order and (ii) the registration statement and
          each prospectus forming a part thereof (including each preliminary
          prospectus), and any amendment or supplement thereto,


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     complies as to form with the Act and the rules and regulations thereunder.
     Such counsel shall also provide a Blue Sky Memorandum setting forth the
     jurisdictions in which the Representative's Securities have been registered
     or qualified for sale pursuant to the provisions of paragraph 8(c).

         g. The Company agrees that until all the Representative's Securities
     have been sold under a registration statement or pursuant to Rule 144 under
     the Act, it shall keep current in filing all reports, statements and other
     materials required to be filed with the Commission to permit holders of the
     Representative's Securities to sell such securities under Rule 144.

         h. The Holder and any holders who propose to register their
     Representative's Securities under the Act shall execute and deliver to the
     Company a selling stockholder questionnaire on a form to be provided by the
     Company.

         i. The Company shall not be required by the terms hereof to file a
     Registration Statement if, in the opinion of counsel to the holders of the
     Representative's Warrants and Warrant Shares and counsel for the Company
     (or, should they not agree, in the opinion of another counsel experienced
     in securities law matters acceptable to counsel for the holders of
     Representative's Warrants and Warrant Shares and the Company), the proposed
     public offering or other transfer as to which such Registration Statement
     is requested to be filed is exempt from applicable federal and state
     securities laws, rules, regulations and would result in unaffiliated
     purchasers or transferees obtaining securities that are not "restricted
     securities" as that term is defined in Rule 144 under the Act.

     9. a. Subject to the conditions set forth below, the Company agrees to
indemnify and hold harmless the Holder, any holder of any of the
Representative's Securities, their officers, directors, partners, employees,
agents and counsel, and each person, if any, who controls any such person within
the meaning of Section 15 of the Act or Section 20(a) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), from and against any and all loss,
liability, charge, claim, damage and expense whatsoever (which shall include,
for all purposes of this Section 9, but not be limited to,


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attorneys' fees, expert witness fees, and any and all expense whatsoever
incurred in investigating, preparing or defending against any litigation,
commenced or threatened, or any claim whatsoever, and any and all amounts paid
in settlement of any claim or litigation), as and when incurred, arising out of,
based upon, or in connection with (i) any untrue statement or alleged untrue
statement of a material fact contained (A) in any registration statement,
preliminary prospectus or final prospectus (as from time to time amended and
supplemented), or any amendment or supplement thereto, or (B) in any application
or other document or communication (in this Section 9 collectively called an
"application") executed by or on behalf of the Company or based upon written
information furnished by or on behalf of the Company filed in any jurisdiction
in order to register or qualify any of the Representative's Securities under the
securities or blue sky laws thereof or filed with the Commission or any
securities exchange; or any omission or alleged omission to state a material
fact required to be stated therein or necessary to make the statements therein
not misleading, unless such statement or omission was made in reliance upon and
in conformity with written information furnished to the Company with respect to
the Holder or any holder of any of the Representative's Securities by or on
behalf of such person expressly for inclusion in any registration statement,
preliminary prospectus, or final prospectus, or any amendment or supplement
thereto, or in any application, as the case may be, or (ii) any breach of any
representation, warranty, covenant or agreement of the Company contained in this
Representative's Warrant. The foregoing agreement to indemnify shall be in
addition to any liability the Company may otherwise have, including liabilities
arising under this Representative's Warrant.

     If any action is brought against the Holder or any holder of any of the
Representative's Securities or any of its officers, directors, partners,
employees, agents or counsel, or any controlling persons of such person (an
"indemnified party") in respect of which indemnity may be sought against the
Company pursuant to the foregoing paragraph, such indemnified party or parties
shall promptly notify the Company in writing of the institution of such action
(but the failure so to notify shall not relieve the


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Company from any liability it may otherwise have to Holder or any holder of any
of the Representative's Securities) and the Company shall promptly assume the
defense of such action, including the employment of counsel (reasonably
satisfactory to such indemnified party or parties) and payment of expenses. Such
indemnified party or parties shall have the right to employ its or their own
counsel in any such case, but the fees and expenses of such counsel shall be at
the expense of such indemnified party or parties unless the employment of such
counsel shall have been authorized in writing by the Company in connection with
the defense of such action or the Company shall not have promptly employed
counsel reasonably satisfactory to such indemnified party or parties to have
charge of the defense of such action or such indemnified party or parties shall
have reasonably concluded that there may be one or more legal defenses available
to it or them or to other indemnified parties which are different from or
additional to those available to the Company, in any of which events such fees
and expenses shall be borne by the Company and the Company shall not have the
right to direct the defense of such action on behalf of the indemnified party or
parties. Anything in this paragraph to the contrary notwithstanding, the Company
shall not be liable for any settlement of any such claim or action effected
without its written consent.

          b. The Holder and each holder agrees to indemnify and hold harmless
the Company, each director of the Company, each officer of the Company who shall
have signed any registration statement covering the Representative's Securities
held by the Holder and each holder and each other person, if any, who controls
the Company within the meaning of Section 15 of the Act or Section 20(a) of the
Exchange Act, to the same extent as the foregoing indemnity from the Company to
the Holder and each holder in paragraph 9(a), but only with respect to
statements or omissions, if any, made in any registration statement, preliminary
prospectus, or final prospectus (as from time to time amended and supplemented),
or any amendment or supplement thereto, or in any application, in reliance upon
and in conformity with written information furnished to the Company with respect
to the Holder and each holder by or on behalf of the Holder and each holder
expressly for inclusion in any such registration statement, preliminary


                                       15
<PAGE>   16


     prospectus, or final prospectus, or any amendment or supplement thereto, or
     in any application, as the case may be. If any action shall be brought
     against the Company or any other person so indemnified based on any such
     registration statement, preliminary prospectus, or final prospectus, or any
     amendment or supplement thereto, or in any application, and in respect of
     which indemnity may be sought against the Holder and each holder pursuant
     to this paragraph 9(b), the Holder and each holder shall have the rights
     and duties given to the Company, and the Company and each other person so
     indemnified shall have the rights and duties given to the indemnified
     parties, by the provisions of paragraph 9(a).

          c. To provide for just and equitable contribution, if (i) an
     indemnified party makes a claim for indemnification pursuant to paragraph
     9(a) or 9(b) (subject to the limitations thereof) but it is found in a
     final judicial determination, not subject to further appeal, that such
     indemnification may not be enforced in such case, even though this
     Agreement expressly provides for indemnification in such case, or (ii) any
     indemnified or indemnifying party seeks contribution under the Act, the
     Exchange Act or otherwise because the indemnification provided for in this
     Section 9 is for any reason held to be unenforceable by the Company and the
     Holder and any holder, then the Company (including for this purpose any
     contribution made by or on behalf of any director of the Company, any
     officer of the Company who signed any such registration statement and any
     controlling person of the Company), as one entity, and the Holder and any
     holder of any of the Representative's Securities included in such
     registration in the aggregate (including for this purpose any contribution
     by or on behalf of the Holder or any holder), as a second entity, shall
     contribute to the losses, liabilities, claims, damages and expenses
     whatsoever to which any of them may be subject, on the basis of relevant
     equitable considerations such as the relative fault of the Company and the
     Holder or any such holder in connection with the facts which resulted in
     such losses, liabilities, claims, damages and expenses. The relative fault,
     in the case of an untrue statement, alleged untrue statement, omission or
     alleged omission, shall be determined by, among other things, whether such
     statement, alleged statement, omission or alleged omission relates


                                       16
<PAGE>   17


     to information supplied by the Company, by the Holder or by any holder of
     Representative's Securities included in such registration, and the parties'
     relative intent, knowledge, access to information and opportunity to
     correct or prevent such statement, alleged statement, omission or alleged
     omission. The Company and the Holder agree that it would be unjust and
     inequitable if the respective obligations of the Company and the Holder for
     contribution were determined by pro rata or per capita allocation of the
     aggregate losses, liabilities, claims, damages and expenses (even if the
     Holder and the other indemnified parties were treated as one entity for
     such purpose) or by any other method of allocation that does not reflect
     the equitable considerations referred to in this paragraph 9(c). No person
     guilty of a fraudulent misrepresentation (within the meaning of Section
     11(f) of the Act) shall be entitled to contribution from any person who is
     not guilty of such fraudulent misrepresentation. For purposes of this
     paragraph 9(c), each person, if any, who controls the Holder or any holder
     of any of the Representative's Securities within the meaning of Section 15
     of the Act or Section 20(a) of the Exchange Act and each officer, director,
     partner, employee, agent and counsel of each such person, shall have the
     same rights to contribution as such person and each person, if any, who
     controls the Company within the meaning of Section 15 of the Act or Section
     20(a) of the Exchange Act, each officer of the Company who shall have
     signed any such registration statement, and each director of the Company
     shall have the same rights to contribution as the Company, subject in each
     case to the provisions of this paragraph 9(c). Anything in this paragraph
     9(c) to the contrary notwithstanding, no party shall be liable for
     contribution with respect to the settlement of any claim or action effected
     without its written consent. This paragraph 9(c) is intended to supersede
     any right to contribution under the Act, the Exchange Act or otherwise.

     10. Unless the Representative's Securities have been registered or an
exemption from such registration is available, the Warrant Shares issued upon
exercise of the Representative's Warrants shall be subject to a stop transfer
order and the certificate or certificates evidencing any such Warrant Shares
shall bear the following legend:

     THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
     NOR HAVE THEY BEEN REGISTERED UNDER


                                       17
<PAGE>   18


     THE SECURITIES ("BLUE SKY") LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE
     SOLD, TRANSFERRED, PLEDGED, OR HYPOTHECATED UNLESS THEY HAVE FIRST BEEN
     REGISTERED UNDER THE SECURITIES ACT OF 1933 AND UNDER THE APPLICABLE STATE
     SECURITIES ("BLUE SKY") LAWS OR UNLESS THE AVAILABILITY OF AN EXEMPTION
     FROM REGISTRATION UNDER SUCH ACT AND LAWS IS ESTABLISHED TO THE
     SATISFACTION OF THE COMPANY, WHICH MAY NECESSITATE A WRITTEN OPINION OF
     SELLER'S COUNSEL SATISFACTORY TO COMPANY COUNSEL.

     11. Upon receipt of evidence satisfactory to the Company of the loss,
theft, destruction or mutilation of any Representative's Warrant (and upon
surrender of any Representative's Warrant if mutilated), and upon reimbursement
of the Company's reasonable incidental expenses, the Company shall execute and
deliver to the Holder thereof a new Representative's Warrant of like date, tenor
and denomination.

     12. The Holder of any Representative's Warrant shall not have, solely on
account of such status, any rights of a stockholder of the Company, either at
law or in equity, or to any notice of meetings of stockholders or of any other
proceedings of the Company, except as provided in this Representative's Warrant.

     13. This Representative's Warrant shall be construed in accordance with the
laws of the State of Colorado, without giving effect to conflict of laws.

Dated:______________, 2001

                                LET'S PLAY SPORTS, INC.


                                By:
                                   ---------------------------------------------
[SEAL]                             Thomas W. Higginson, Chief Executive Officer


                                       18
<PAGE>   19


                               FORM OF ASSIGNMENT


(To be executed by the registered holder if such holder desires to transfer the
attached Representative's Warrant.)

     FOR VALUE RECEIVED, ___________________________________ hereby sells,
assigns and transfers unto ________________________ Representative's Warrants to
purchase __________ shares of Common Stock of Let's Play Sports, Inc. (the
"Company"), together with all right, title and interest therein, and does hereby
irrevocably constitute and appoint ____________________________ attorney to
transfer such Representative's Warrants on the books of the Company, with full
power of substitution.

Dated:
      -----------------



Signature:
           --------------------------------------

Signature Guaranteed:




                                     NOTICE

     The signature on the foregoing Assignment must correspond to the name as
written upon the face of this Representative's Warrant in every particular,
without alteration or enlargement or any change whatsoever. Signature(s) must be
guaranteed by an eligible guarantor institution which is a participant in a
Securities Transfer Association recognized program.


                                       19
<PAGE>   20


                              ELECTION TO EXERCISE

             (To be executed by the holder if such holder desires to
                 exercise the attached Representative's Warrant)

     The undersigned hereby exercises his or its rights to subscribe for
__________ shares of Common Stock covered by the within Representative's Warrant
(each as defined in the within Representative's Warrant) and tenders payment
herewith in the amount of $__________ in accordance with the terms thereof, and
requests that certificates for such Warrants be issued in the name of, and
delivered to:


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

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

--------------------------------------------------------------------------------
                   (Print Name, Address and Social Security or
                           Tax Identification Number)

and, if such number of Warrants (or portions thereof) shall not be all the
Warrants covered by the within Representative's Warrant, that a new
Representative's Warrant for the balance of the Representative's Warrants (or
portions thereof) covered by the within Representative's Warrant be registered
in the name of, and delivered to, the undersigned at the address stated below.

Name:
     ---------------------------------------------------------------------------
                                     (Print)

Address:
        ------------------------------------------------------------------------

------------------------------------------
       (Signature)

Dated: __________________________________  Signature Guaranteed:


                                     NOTICE

         The signature on the foregoing Assignment must correspond to the name
as written upon the face of this Representative's Warrant in every particular,
without alteration or enlargement or any change whatsoever. Signature(s) must be
guaranteed by an eligible guarantor institution which is a participant in a
Securities Transfer Association recognized program.


                                       20