NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK  ISSUABLE  UPON  EXERCISE OF
THIS WARRANT HAVE BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN
MAY BE  OFFERED,  SOLD,  TRANSFERRED,  PLEDGED OR  OTHERWISE  DISPOSED OF EXCEPT
PURSUANT TO AN EFFECTIVE  REGISTRATION  STATEMENT UNDER SUCH ACT OR SUCH LAWS OR
AN  EXEMPTION  FROM  REGISTRATION  UNDER  SUCH ACT AND SUCH LAWS  WHICH,  IN THE
OPINION OF COUNSEL FOR THE COMPANY, IS AVAILABLE.

 Void after 5:00 P.M. New York City time on the last day of the Exercise Period,
                            as defined in the Warrant

                          COMMON STOCK PURCHASE WARRANT

                                       OF

                                  OTHNET, INC.

      This  is  to  certify  that,   FOR  VALUE   RECEIVED,   __________________
("Holder"),  is entitled to purchase,  subject to the provisions of this warrant
("Warrant"),  from Othnet, Inc., a Delaware  corporation (the "Company"),  at an
exercise price per share equal to 140% of the conversion  price of the Company's
Series B Preferred Stock, subject to adjustment as provided in this Warrant (the
"Warrant  Exercise Price"),  ______________  (_____) shares of common stock, par
value $0.001 per share ("Common Stock").  The shares of Common Stock deliverable
upon such exercise, and as adjusted from time to time, are hereinafter sometimes
referred to as "Warrant  Shares." 1. ISSUANCE OF WARRANT.  This Warrant is being
issued  pursuant to that  certain  Subscription  Agreement  dated as of the date
hereof  between  the  Company  and the Holder  (the  "Subscription  Agreement").
Capitalized  terms used herein and not otherwise defined shall have the meanings
ascribed thereto in the Subscription Agreement. In addition, the following terms
have the meanings set forth below:

      "Closing  Price"  means,  as of any date,  the last trading  price for the
Common  Stock as reported by the NASD OTC  Bulletin  Board,  or other  principal
exchange or  electronic  trading  system on which the shares of Common Stock are
quoted or traded.

            "Convertible  Securities"  shall  mean  evidences  of  indebtedness,
shares of stock or other securities, which are convertible into or exchangeable,
with or without  payment of additional  consideration  in cash or property,  for
shares of Common Stock, either immediately or upon the occurrence of a specified
date or a specified event.

            "Exercise  Period"  shall  mean the  period  commencing  on the date
hereof and ending at 5 p.m.,  Eastern  Time on  _____________,  2010 [five years
from date of issuance].

            "Permitted Issuances" shall mean (i) Common Stock issued pursuant to
a stock split or subdivision, (ii) Common Stock issuable or issued to employees,
consultants or directors of the Company  directly or pursuant to a stock plan or
other compensation arrangement approved by the Board of Directors of the Company
at the then fair market value, (iii) capital stock, debt instruments convertible
into capital  stock or warrants or options to purchase  capital  stock issued in
connection with bona fide acquisitions, mergers, purchases, corporate partnering
agreements,  joint  ventures  or  similar  transactions,  the terms of which are
approved by the Board of Directors of the Company,  and (iv) Common Stock issued
or issuable upon conversion of the Warrants or any other securities  exercisable
or exchangeable  for, or convertible into shares of Common Stock  outstanding as
of January 5, 2005.


<PAGE>

            "Placement"  means the  private  placement  by the  Company of up to
$4,000,000  worth  of Units  consisting  of  shares  of the  Company's  Series B
Convertible Preferred Stock and Warrants, including this Warrant.

            "Redemption  Conditions" means each of the following conditions to a
redemption  of this Warrant by the Company : (i) the closing  price per share of
Common  Stock,  or the  average  of the  closing  bid and ask price per share of
Common  Stock,  if  applicable,  has been at least 200% of the Warrant  Exercise
Price   (as   adjusted   for   any   stock   splits,   combinations   or   other
recapitalizations)  for thirty (30) consecutive  trading days ending on the date
of the  Redemption  Notice  (hereinafter  defined)  (the  "Redemption  Measuring
Period"), (ii) the average daily trading volume of the Company's Common Stock as
reported on the OTC  Bulletin  Board  ("OTCBB")  or other  electronic  quotation
system or stock exchange as then listed,  averages at least 2,000,000  shares of
Common  Stock  per day for  thirty  (30)  consecutive  trading  days  prior to a
Redemption  Notice (as hereinafter  defined),  (iii) the resale of the shares of
Common  Stock  issuable  upon  exercise of this Warrant is  registered  with the
Securities and Exchange Commission (the "SEC") for resale to the public under an
effective   registration   statement  and  all  such  shares  remain  registered
thereafter  until  redemption,  and (iv) the Company's Common Stock is quoted on
the OTCBB or a similar electronic quotation system or stock exchange on the date
of the Redemption Notice.

      2. EXERCISE OF WARRANT.  This Warrant may be exercised in whole or in part
at any  time or from  time to time  from the date  hereof  until  the end of the
Exercise  Period by  presentation  and  surrender  hereof to the  Company at its
principal office, or at the office of its stock transfer agent, if any, with the
Purchase  Form annexed  hereto duly executed and  accompanied  by payment of the
Warrant  Exercise  Price for the number of shares of Common  Stock  specified in
such form. If this Warrant  should be exercised in part only, the Company shall,
upon  surrender  of this  Warrant  for  cancellation,  execute and deliver a new
Warrant  evidencing  the rights of the Holder  hereof to purchase the balance of
the shares of Common Stock purchasable hereunder. Upon receipt by the Company of
this Warrant at its office, or by the stock transfer agent of the Company at its
office, in proper form for exercise, the Holder shall be deemed to be the holder
of  record  of  the  shares  of  Common  Stock   issuable  upon  such  exercise,
notwithstanding  that the stock  transfer  books of the  Company  shall  then be
closed or that  certificates  representing such shares of Common Stock shall not
then be actually  delivered  to the Holder.  As soon as  practicable  after each
exercise of this Warrant, in whole or in part, and in any event within seven (7)
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,  subject to Section 6 hereof,  as the Holder (upon payment
by the Holder of any  applicable  transfer  taxes) may direct a  certificate  or
certificates  (with  appropriate  restrictive  legends,  as applicable)  for the
number of duly authorized,  validly issued, fully paid and non-assessable shares
of Common Stock to which the Holder shall be entitled  upon  exercise  plus,  in
lieu of any  fractional  share to which the Holder would  otherwise be entitled,
all issuances of Common Stock shall be rounded up to the nearest whole share.


                                       2
<PAGE>

      3. RESERVATION OF SHARES/FRACTIONAL SHARES. The Company hereby agrees that
at all times there shall be reserved for issuance  and/or delivery upon exercise
of this  Warrant  such number of shares of Common Stock as shall be required for
issuance and delivery  upon exercise of this  Warrant.  No fractional  shares or
script representing  fractional shares shall be issued upon the exercise of this
Warrant. Instead, the Company will round up to the nearest whole share.

      4.  EXCHANGE,  TRANSFER,  ASSIGNMENT  OR LOSS OF WARRANT.  This Warrant is
exchangeable,  without expense,  at the option of the Holder,  upon presentation
and   surrender   hereof  to  the  Company  for  other   Warrants  of  different
denominations entitling the holder thereof to purchase in the aggregate the same
number of shares of Common Stock purchasable  hereunder.  Upon surrender of this
Warrant to the  Company or at the office of its stock  transfer  agent,  if any,
with the Assignment  Form annexed  hereto duly executed and funds  sufficient to
pay any transfer tax, the Company shall,  without charge,  execute and deliver a
new Warrant in the name of the assignee  named in such  instrument of assignment
and this  Warrant  shall  promptly be  canceled.  This Warrant may be divided or
combined  with other  Warrants  which carry the same  rights  upon  presentation
hereof  at the  office of the  Company  or at the  office of its stock  transfer
agent,  if  any,  together  with a  written  notice  specifying  the  names  and
denominations  in which new  Warrants  are to be issued and signed by the Holder
hereof.  The term "Warrant" as used herein includes any Warrants into which this
Warrant  may be divided or  exchanged.  Upon  receipt by the Company of evidence
satisfactory  to it of the  loss,  theft,  destruction  or  mutilation  of  this
Warrant,  and  (in  the  case of  loss,  theft  or  destruction)  of  reasonably
satisfactory  indemnification,  and  upon  surrender  and  cancellation  of this
Warrant,  if  mutilated,  the Company  will execute and deliver a new Warrant of
like tenor.  Any such new Warrant  executed and  delivered  shall  constitute an
additional  contractual  obligation  on the part of the Company,  whether or not
this  Warrant so lost,  stolen,  destroyed,  or  mutilated  shall be at any time
enforceable by anyone.

      5. RIGHTS AND  OBLIGATIONS OF THE HOLDER.  The Holder shall not, by virtue
of this  Warrant,  be entitled to any rights of a  stockholder  in the  Company,
either at law or  equity,  and the  rights of the  Holder  are  limited to those
expressed in the Warrant and are not  enforceable  against the Company except to
the extent set forth herein. In addition, no provision hereof, in the absence of
affirmative  action by  Holder  to  purchase  shares  of  Common  Stock,  and no
enumeration herein of the rights or privileges of Holder hereof, shall give rise
to any liability of such Holder for the purchase price of any Common Stock or as
a stockholder of the Company,  whether such liability is asserted by the Company
or by creditors of the Company.

      6. ANTI-DILUTION  PROVISIONS.  The Warrant Exercise Price in effect at any
time and the number and kind of  securities  purchasable  upon  exercise of each
Warrant  shall be subject to  adjustment  as follows and the Company  shall give
each Holder  notice of any event  described  below which  requires an adjustment
pursuant to this Section 6 at the time of such event:


                                       3
<PAGE>

            (a) Stock Dividends,  Subdivisions and Combinations.  If at any time
the Company shall:

                  (i) take a record of the  holders of its Common  Stock for the
purpose  of  entitling  them  to  receive  a  dividend   payable  in,  or  other
distribution of, shares of Common Stock,

                  (ii) subdivide or reclassify its outstanding  shares of Common
Stock into a larger number of shares of Common Stock, or

                  (iii) combine or reclassify its  outstanding  shares of Common
Stock  into a smaller  number of shares of Common  Stock or  otherwise  effect a
reverse stock split,

then (i) the  number  of  shares of Common  Stock  for  which  this  Warrant  is
exercisable immediately after the occurrence of any such event shall be adjusted
to equal the number of shares of Common Stock which a record  holder of the same
number of  shares  of  Common  Stock  for  which  this  Warrant  is  exercisable
immediately  prior to the occurrence of such event, or the record date therefor,
whichever is earlier, would own or be entitled to receive after the happening of
such event,  and (ii) the Warrant  Exercise  Price(s) shall be adjusted to equal
(A) the Warrant Exercise Price immediately prior to such event multiplied by the
number of  shares  of  Common  Stock  for  which  this  Warrant  is  exercisable
immediately  prior to the  adjustment  divided  by (B) the  number of shares for
which this Warrant is exercisable immediately after such adjustment.

            (b) Certain Other Distributions and Adjustments.

                  (i) If at any  time the  Company  shall  take a record  of the
holders of its Common  Stock for the  purpose of  entitling  them to receive any
dividend or other distribution of:

                        (A) cash,

                        (B) any evidences of its indebtedness, any shares of its
stock or any other securities or property of any nature  whatsoever  (other than
Convertible Securities or shares of Common Stock), or

                        (C) any  warrants or other  rights to  subscribe  for or
purchase any evidences of its indebtedness, any shares of its stock or any other
securities  or  property  of  any  nature  whatsoever  (other  than  Convertible
Securities or shares of Common Stock),

then,  upon exercise of this  Warrant,  Holder shall be entitled to receive such
dividend or distribution  with respect to the amount of Common Stock received on
such exercise, and, if such dividend or distribution shall have been securities,
any property  subsequently  distributed  with respect thereto.  However,  in the
event  that at the time the  Company  has taken a record of the  holders  of its
Common Stock for the purposes  described  above: (i) the resale of the shares of
Common Stock issuable upon exercise of this Warrant is not  registered  with the
SEC for resale to the public under an effective registration statement; and (ii)
the Common  Stock  issuable  upon  exercise of this Warrant is not quoted on the
OTCBB or a similar electronic  quotation system or stock exchange,  Holder shall
be entitled to receive such dividend or  distribution as if Holder had exercised
this Warrant.


                                       4
<PAGE>

                  (ii) A  reclassification  of the Common  Stock  (other  than a
change in par  value,  or from par value to no par value or from no par value to
par value)  into  shares of Common  Stock and shares of any other class of stock
shall be deemed a distribution by the Company to the holders of its Common Stock
of such shares of such other class of stock and in such event,  upon exercise of
this Warrant, Holder shall be entitled to receive such distribution with respect
to the amount of Common Stock received on such  exercise,  and, if such dividend
or  distribution   shall  have  been  securities,   any  property   subsequently
distributed with respect thereto, and, if the outstanding shares of Common Stock
shall be changed into a larger or smaller  number of shares of Common Stock as a
part of such  reclassification,  such change  shall be deemed a  subdivision  or
combination,  as the case may be, of the  outstanding  shares  of  Common  Stock
within the meaning of Section 6(a).  However,  in the event that at the time the
Company has reclassified its Common Stock, as described above: (i) the resale of
the  shares of Common  Stock  issuable  upon  exercise  of this  Warrant  is not
registered with the SEC for resale to the public under an effective registration
statement;  and (ii) the Common Stock  issuable upon exercise of this Warrant is
not  quoted  on the  OTCBB or a  similar  electronic  quotation  system or stock
exchange,  Holder shall be entitled to receive such  distribution,  and, if such
dividend or distribution shall have been securities,  any property  subsequently
distributed with respect thereto, as if Holder had exercised this Warrant.

            (c) Issuance of Additional Shares of Common Stock.

                  (i) If, at any time prior to the  exercise of the Warrants the
Company  shall  issue  or sell any  shares  of  Common  Stock  in  exchange  for
consideration  in an amount per share of Common Stock less than the  Convertible
Preferred  Stock  Conversion  Price,  as  defined  in  the  Company's  Series  A
Convertible  Preferred Stock and Series B Convertible  Preferred  Certificate of
Designation  (the  "Discounted  Price," each such sale or issuance a "Discounted
Price  Transaction"  and the number of shares sold or issued in such  Discounted
Price Transaction the "Discounted Sale Volume"), other than Permitted Issuances,
then (A) the Warrant  Exercise Price then in effect shall be adjusted so that it
shall equal the price  determined by multiplying  the Warrant  Exercise Price in
effect  immediately  prior to such event by a fraction,  of which the  numerator
shall be the sum of the amount of Common Stock  outstanding  immediately  before
such Discounted Price  Transaction,  plus the quotient  obtained by dividing the
total  proceeds  of  such  Discounted  Price  Transaction  by  such  Convertible
Preferred Stock  Conversion  Price,  and of which the  denominator  shall be the
amount of Common Stock  outstanding  immediately  following  such  exercise (for
purposes of determining the amount of Common Stock outstanding,  all outstanding
securities  exercisable for or convertible  into Common Stock shall be deemed to
have been so  exercised  or  converted),  and (B) the number of shares of Common
Stock for which  this  Warrant is  exercisable  shall be  adjusted  to equal the
product obtained by multiplying the Warrant Exercise Price in effect immediately
prior to such  Discounted  Price  Transaction  by the number of shares of Common
Stock for which this Warrant is exercisable immediately prior to such Discounted
Price Transaction and dividing the product thereof by the Warrant Exercise Price
resulting from the adjustment made pursuant to clause (A) above.


                                       5
<PAGE>

                  (ii) The  provisions  of  paragraph  (i) of this  Section 6(c)
shall  not  apply to any  issuance  of  shares  of  Common  Stock  for  which an
adjustment  is provided  under Section 6(a) or 6(b). No adjustment of the number
of shares of Common Stock for which this Warrant shall be  exercisable  shall be
made under paragraph (i) of this Section 6(c) upon the issuance of any shares of
Common Stock which are issued  pursuant to the exercise of any warrants or other
subscription or purchase rights or pursuant to the exercise of any conversion or
exchange rights in any  Convertible  Securities,  if any such  adjustment  shall
previously  have been made upon the issuance of such warrants or other rights or
upon the issuance of such  Convertible  Securities  (or upon the issuance of any
warrant or other rights therefor) pursuant to Section 6(d) or Section 6(e).

            (d) Issuance of Warrants or Other Rights. If at any time the Company
shall:  (i) take a record of the holders of its Common  Stock for the purpose of
entitling  them to receive a  distribution  of, or (ii) in any  manner  issue or
sell,  any warrants or other  rights to subscribe  for or purchase any shares of
Common  Stock  or any  Convertible  Securities,  whether  or not the  rights  to
exchange or convert  thereunder are immediately  exercisable,  and the price per
share for which Common Stock is issuable  upon the exercise of such  warrants or
other rights or upon conversion or exchange of such Convertible Securities shall
be less than the  Warrant  Exercise  Price,  then the number of shares for which
this Warrant is exercisable and the Warrant  Exercise Price shall be adjusted as
provided  in  Section  6(c) on the basis  that the  maximum  number of shares of
Common Stock issuable pursuant to all such warrants or other rights or necessary
to effect the conversion or exchange of all such Convertible Securities shall be
deemed to have been issued and  outstanding  and the Company  shall be deemed to
have received all the consideration  payable therefor, if any, as of the date of
issuance of such warrants or other rights. No further  adjustment of the Warrant
Exercise Price(s) shall be made upon the actual issue of such Common Stock or of
such  Convertible  Securities  upon exercise of such warrants or other rights or
upon the actual  issuance of such Common Stock upon such  conversion or exchange
of such Convertible Securities.

            (e) Issuance of Convertible  Securities.  If at any time the Company
shall  take a record of the  holders  of its  Common  Stock for the  purpose  of
entitling  them to receive a  distribution  of, or shall in any manner  (whether
directly  or by  assumption  in a merger in which the  Company is the  surviving
corporation)  issue or sell,  any  Convertible  Securities,  whether  or not the
rights to exchange or convert  thereunder are immediately  exercisable,  and the
price per share for which  Common  Stock is  issuable  upon such  conversion  or
exchange  shall be less than the  Warrant  Exercise  Price,  then the  number of
shares of Common  Stock for which this  Warrant is  exercisable  and the Warrant
Exercise  Price shall be adjusted as provided in Section  6(c) on the basis that
the maximum number of shares of Common Stock  necessary to effect the conversion
or  exchange  of all such  Convertible  Securities  shall be deemed to have been
issued  and  outstanding  and  the  Company  shall  have  received  all  of  the
consideration  payable  therefor,  if any,  as of the date of  issuance  of such
Convertible  Securities.  If any issue or sale of Convertible Securities is made
upon  exercise of any warrant or other right to subscribe for or to purchase any
such  Convertible  Securities  for which  adjustments of the number of shares of
Common  Stock for which this  Warrant is  exercisable  and the Warrant  Exercise
Price  have  been  or are to be  made  pursuant  to  Section  6(d),  no  further
adjustment  of the number of shares of Common  Stock for which  this  Warrant is
exercisable  and the  Warrant  Exercise  Price  shall be made by  reason of such
record, issue or sale.


                                       6
<PAGE>

            (f) Superseding  Adjustment.  If at any time after any adjustment of
the number of shares of Common Stock for which this Warrant is  exercisable  and
the Warrant  Exercise  Price(s) shall have been made pursuant to Section 6(d) or
Section 6(e) as the result of any issuance of  warrants,  rights or  Convertible
Securities,

                  (i) such  warrants or rights,  or the right of  conversion  or
exchange  in such  other  Convertible  Securities,  shall  expire,  and all or a
portion of such warrants or rights,  or the right of conversion or exchange with
respect to all or a portion of such other  Convertible  Securities,  as the case
may be, shall not have been exercised, or

                  (ii) the  consideration  per share for which  shares of Common
Stock are  issuable  pursuant to such  warrants or rights,  or the terms of such
other Convertible Securities,  shall be increased solely by virtue of provisions
therein contained for an automatic increase in such consideration per share upon
the occurrence of a specified date or event,

then for each  outstanding  Warrant such previous  adjustment shall be rescinded
and  annulled  and the shares of Common  Stock  which  were  deemed to have been
issued by virtue of the  computation  made in connection  with the adjustment so
rescinded  and annulled  shall no longer be deemed to have been issued by virtue
of such  computation  made in  connection  with the  adjustment so rescinded and
annulled  shall no  longer  be  deemed  to have  been  issued  by virtue of such
computation.  Thereupon,  a  re-computation  shall be made of the effect of such
rights or options or other Convertible Securities on the basis of:

                        (A)  treating  the  number of shares of Common  Stock or
other property,  if any, theretofore actually issued or issuable pursuant to the
previous exercise of any such warrants or rights or any such right of conversion
or exchange, as having been issued on the date or dates of any such exercise and
for  the  consideration  actually  received  and  receivable  therefor,  and

                        (B)  treating  any such  warrants  or rights or any such
other  Convertible  Securities  which then  remain  outstanding  as having  been
granted  or  issued   immediately  after  the  time  of  such  increase  of  the
consideration  per share for which shares of Common Stock or other  property are
issuable  under  such  warrants  or  rights  or  other  convertible  Securities;
whereupon  a new  adjustment  of the number of shares of Common  Stock for which
this Warrant is  exercisable  and the Warrant  Exercise  Price(s) shall be made,
which new adjustment  shall  supersede the previous  adjustment so rescinded and
annulled.

            (g) No  adjustment in the Warrant  Exercise  Price shall be required
unless  such  adjustment  would  require an increase or decrease of at least one
cent ($0.01) in such price;  provided,  however,  that any adjustments  which by
reason of this Section 6(g) are not required to be made shall be carried forward
and taken into account in any subsequent adjustment. All calculations under this
Section 6(g) shall be made to the nearest  cent or to the nearest  one-hundredth
of a share, as the case may be.

            (h) The Company may retain a firm of independent  public accountants
of recognized standing selected by the Board (who may be the regular accountants
employed by the Company) to make any computation required by this Section 6.


                                       7
<PAGE>

            (i) In the event that at any time, as a result of an adjustment made
pursuant to Section 6(a), (b) or (c) of this Warrant,  the Holder of any Warrant
thereafter  shall become  entitled to receive any shares of the  Company,  other
than Common Stock, thereafter the number of such other shares so receivable upon
exercise of any Warrant  shall be subject to  adjustment  from time to time in a
manner and on terms as nearly  equivalent as practicable to the provisions  with
respect to the Common Stock  contained in Sections 6(a) through (h),  inclusive,
of this Warrant.

            (j) Notwithstanding  the foregoing,  no adjustment shall be effected
due to, or as a result of, any Permitted  Issuances.

            (k) Other Action Affecting Common Stock. In case at any time or from
time to time the Company  shall take any action in respect of its Common  Stock,
other than any action described in this Section 6, then, unless such action will
not have a materially adverse effect upon the rights of the Holders,  the number
of shares of Common Stock or other stock for which this  Warrant is  exercisable
and/or the  purchase  price  thereof  shall be adjusted in such manner as may be
equitable in the circumstances.

      7. REDEMPTION.

            (a)  Redemption  Option.  Upon the  satisfaction  of the  Redemption
Conditions, the Company may, at the option of its Board of Directors at any time
following the Final Closing  redeem all (but not less than all) of the Warrants,
out of funds  legally  available  therefor  by paying the  Redemption  Price (as
hereafter defined) in cash for each Warrant then redeemed.

            (b)  Redemption  Price.  The  Redemption  Price under this Section 7
shall be $0.01 per Warrant,  subject to  adjustment  for any stock split,  stock
dividend, recapitalization, combination or adjustment after the date hereof.

            (c)  Notice.  Notice  of any  proposed  redemption  of the  Warrants
pursuant to this Section 7 shall be given by the Company by sending by certified
mail, postage prepaid, a copy of such notice (the "Redemption  Notice") at least
30 days  prior to the date on which it  proposes  to redeem  the  Warrants  (the
"Redemption  Date") to the holders of the Warrants  including  the Holder or any
subsequent  holder(s) of record of this Warrant,  at their respective  addresses
appearing on the books of the Company or given by such  holder(s) to the Company
for the purposes of notice,  or if no such address  appears or is given,  at the
principal office of the Company.  Such notice shall state the Redemption Date to
which such  notice  relates,  the number of  Warrants  to be  redeemed  from all
holders  thereof and from the Holder of this Warrant,  the Redemption  Price per
Warrant,  the record date for purposes of such  redemption and the date on which
such holders' right to exercise the Warrants will terminate, and shall call upon
the Holders to  surrender  to the Company on said  Redemption  Date at the place
designated in the notice such holder's certificate or certificates  representing
the Warrants to be redeemed unless exercised prior to such date.

            (d) Payment. On the Redemption Date, the funds legally available for
redemption of the Warrants shall be used to redeem the Warrants from the holders
thereof at the  Redemption  Price and the Company  shall be obligated to pay the
holder(s) the Redemption  Price of the Warrants to the extent they have not been
exercised as of such date.


                                       8
<PAGE>

            (e) Redemption Procedures. On or after a Redemption Date, the Holder
shall  surrender  this  Warrant  to the  Company,  or its  agent,  at the  place
designated  in the aforesaid  notice and shall  thereupon be entitled to receive
payment of the Redemption  Price therefor.  Upon payment of the Redemption Price
each surrendered Warrant shall be cancelled.

            (f)  Termination  of Rights.  Notwithstanding  that the  Warrants so
called  for  redemption  shall  not have  been  surrendered,  from and after the
Redemption  Date, all rights of the Holder of this Warrant and all other holders
of Warrants shall forthwith cease and terminate,  except for right of the Holder
to receive payment of the Redemption Price upon surrender of this Warrant.


                                       9
<PAGE>

      8. OFFICER'S CERTIFICATE.  Whenever the Warrant Exercise Price(s) shall be
adjusted as required by the provisions of Section 6 of this Warrant, the Company
shall  forthwith file in the custody of its Secretary or an Assistant  Secretary
at its principal  office and with its stock transfer agent, if any, an officer's
certificate  showing the  adjusted  Warrant  Exercise  Price(s) and the adjusted
number of shares  of  Common  Stock  issuable  upon  exercise  of each  Warrant,
determined as herein  provided,  setting  forth in  reasonable  detail the facts
requiring  such  adjustment,  including a statement of the number of  additional
shares of Common  Stock,  if any,  and such other facts as shall be necessary to
show the reason  for and the  manner of  computing  such  adjustment.  Each such
officer's certificate shall be forwarded to Holder as provided in Section 13.

      9.  NOTICES  TO  WARRANT  HOLDERS.  So  long  as  this  Warrant  shall  be
outstanding,  (1) if the Company shall pay any dividend or make any distribution
upon Common  Stock,  or (2) if the Company  shall offer to the holders of Common
Stock for  subscription  or purchase by them any share of any class or any other
rights, or (3) if any capital reorganization of the Company, reclassification of
the capital stock of the Company, consolidation or merger of the Company with or
into another entity,  tender offer  transaction for the Company's  Common Stock,
sale, lease or transfer of all or  substantially  all of the property and assets
of the Company, or voluntary or involuntary dissolution,  liquidation or winding
up of the  Company  shall  be  effected,  or (4) if  the  Company  shall  file a
registration statement under the Securities Act of 1933, as amended (the "Act"),
on any form other  than on Form S-4 or S-8 or any  successor  form,  then in any
such case, the Company shall cause to be mailed by certified mail to the Holder,
at least ten days prior to the date  specified in clauses (1),  (2), (3) or (4),
as the case may be, of this Section 9 a notice containing a brief description of
the  proposed  action and  stating the date on which (i) a record is to be taken
for  the  purpose  of such  dividend,  distribution  or  rights,  or  (ii)  such
reclassification,    reorganization,   consolidation,   merger,   tender   offer
transaction,  conveyance,  lease,  dissolution,  liquidation or winding up is to
take  place and the  date,  if any is to be fixed,  as of which the  holders  of
Common  Stock  or  other   securities  shall  receive  cash  or  other  property
deliverable upon such reclassification,  reorganization,  consolidation, merger,
conveyance,  dissolution,  liquidation or winding up, or (iii) such registration
statement is to be filed with the SEC.

      10.   RECLASSIFICATION,   REORGANIZATION   OR  MERGER.   In  case  of  any
reclassification,  capital  reorganization or other change of outstanding shares
of Common Stock of the Company, or in case of any consolidation or merger of the
Company with or into another  corporation (other than a merger with a subsidiary
in which merger the Company is the continuing or surviving corporation and which
does not result in any reclassification,  capital reorganization or other change
of  outstanding  shares of Common Stock of the class  issuable  upon exercise of
this  Warrant)  or  in  case  of  any  sale,  lease  or  conveyance  of  all  or
substantially  all of the  assets  of  the  Company,  the  Company  shall,  as a
condition precedent to such transaction,  cause effective  provisions to be made
so that (i) the  Holder  shall  have the right  thereafter  by  exercising  this
Warrant, to purchase the kind and amount of shares of stock and other securities
and property receivable upon such  reclassification,  capital reorganization and
other  change,  consolidation,  merger,  sale or  conveyance  by a holder of the
number of shares of Common Stock which could have been  purchased  upon exercise
of  this   Warrant   immediately   prior  to  such   reclassification,   change,
consolidation,  merger, sale or conveyance,  and (ii) the successor or acquiring
entity shall expressly assume the due and punctual observance and performance of
each  covenant and condition of this Warrant to be performed and observed by the
Company and all obligations and liabilities hereunder (including but not limited
to the provisions of Section 3 regarding the increase in the number of shares of
Warrant Shares potentially issuable hereunder). Any such provision shall include
provision for adjustments which shall be as nearly equivalent as possible to the
adjustments  provided for in this  Warrant.  The  foregoing  provisions  of this
Section  10 shall  similarly  apply  to  successive  reclassifications,  capital
reorganizations  and  changes  of  shares  of  Common  Stock  and to  successive
consolidations,  mergers, sales or conveyances.  In the event that in connection
with any such capital reorganization or reclassification, consolidation, merger,
sale or  conveyance,  additional  shares  of  Common  Stock  shall be  issued in
exchange, conversion,  substitution or payment, in whole in part, for a security
of the Company  other than Common  Stock,  any such issue shall be treated as an
issuance of Common Stock covered by the provisions of Section 6 of this Warrant.


                                       10
<PAGE>

      11.  TRANSFER TO COMPLY WITH THE SECURITIES  ACT OF 1933.  This Warrant or
the Warrant  Shares or any other  security  issued or issuable  upon exercise of
this Warrant may not be sold or otherwise disposed of except as follows:

            (i) to a person who, in the opinion of counsel for the Company, is a
person to whom this Warrant or Warrant Shares may legally be transferred without
registration and without the delivery of a current prospectus under the Act with
respect  thereto and then only against receipt of an agreement of such person to
comply  with the  provisions  of this  Section 11 with  respect to any resale or
other  disposition of such  securities  which agreement shall be satisfactory in
form and substance to the Company and its counsel; or

            (ii) to any person upon  delivery of a  prospectus  then meeting the
requirements of the Act relating to such securities and the offering thereof for
such sale or disposition.

      12.  GOVERNING  LAW;  JURISDICTION.  The  corporate  laws of the  State of
Delaware shall govern all issues  concerning the relative  rights of the Company
and  its  stockholders.  All  issues  concerning  the  construction,   validity,
enforcement  and  interpretation  of  this  Warrant  shall  be  governed  by and
construed in accordance with the internal laws of the State of Delaware  without
giving effect to the principles of conflicts of law thereof.  The parties hereto
agree that venue in any and all actions and  proceedings  related to the subject
matter of this Warrant  shall be in the state and federal  courts in and for New
York, New York, which courts shall have exclusive jurisdiction for such purpose,
and the parties hereto irrevocably submit to the exclusive  jurisdiction of such
courts  and  irrevocably  waive  the  defense  of an  inconvenient  forum to the
maintenance of any such action or proceeding.  Service of process may be made in
any manner  recognized  by such courts.  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 the change,  waiver,  discharge
or  termination  is  sought.

      13.  NOTICES.  Any and all notices or other  communications  or deliveries
required or permitted to be provided  hereunder shall be in writing and shall be
deemed given and effective on the earliest of (i) the date of  transmission,  if
such  notice or  communication  is  delivered  via  facsimile  at the  facsimile
telephone  number  specified in this Section  prior to 6:30 p.m.  (New York City
time) on a Business Day,  (ii) the Business Day after the date of  transmission,
if such notice or  communication  is delivered  via  facsimile at the  facsimile
telephone number specified in this Agreement later than 6:30 p.m. (New York City
time) on any date and earlier than 11:59 p.m. (New York City time) on such date,
(iii) the  Business Day  following  the date of mailing,  if sent by  nationally
recognized  overnight courier service,  or (iv) upon actual receipt by the party
to whom such notice is required  to be given.  The address for such  notices and
communications shall be as follows:


                                       11
<PAGE>

     If to the Company: Othnet, Inc.
                        6100 Center Drive, Suite 900
                        Los Angeles, CA 90045
                        Attn: President
                        Tel: 310-426-8000 ; Fax: 310-426-8010

     If to the Holder:  To the Address Set Forth In the Records of the Company

     With copies to:    Maxim Group, LLC
                        405 Lexington Avenue
                        New York, N.Y. 10017
                        Facsimile No.: (212) 895-3783 Attn: Anthony Sarkis

      14.  PAYMENT OF TAXES.  The Company will pay all  documentary  stamp taxes
attributable  to the issuance of shares of Common Stock  underlying this Warrant
upon exercise of this Warrant; provided,  however, that the Company shall not be
required to pay any tax which may be payable in respect of any transfer involved
in the  registration of any  certificate  for shares of Common Stock  underlying
this Warrant in a name other that of the Holder.  The Holder is responsible  for
all other tax  liability  that may arise as a result of holding or  transferring
this Warrant or receiving  shares of Common Stock  underlying  this Warrant upon
exercise hereof.

                            [SIGNATURE PAGE FOLLOWS]


                                       12
<PAGE>

      IN WITNESS WHEREOF,  this Warrant has been duly executed as of ___________
___, 2005

                                       OTHNET, INC.

                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:


                                       13
<PAGE>

                                  PURCHASE FORM

                           Dated: _____________, 200__

      The undersigned  hereby  irrevocably elects to exercise the within Warrant
to the extent of  purchasing  ______  shares of Common  Stock and  hereby  makes
payment of $_________ in payment of the actual exercise price thereof.  Schedule
1 attached  hereto  specifies the Warrant Shares from which the shares of Common
Stock are being purchased and the Warrant Exercise Price(s) for such shares.


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

<PAGE>

                     INSTRUCTIONS FOR REGISTRATION OF STOCK

Name:
     ---------------------------------------------------------
         (Please typewrite or print in block letters)

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

Social Security or Employer Identification No.:
                                               ---------------

<PAGE>

                                 ASSIGNMENT FORM

      FOR VALUE RECEIVED,  _____________________________  hereby sells,  assigns
and transfer unto:

Name:
     ---------------------------------------------------------
         (Please typewrite or print in block letters)

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

Social Security or Employer Identification No.:
                                               ---------------

The right to purchase Common Stock  represented by this Warrant to the extent of
shares  as to which  such  right is  exercisable  and  does  hereby  irrevocably
constitute and appoint attorney to transfer the same on the books of the Company
with full power of substitution.

      Dated:_______________, 200_.

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

Signature Guaranteed:

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