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                                                                     EXHIBIT 4.2

           VOID AFTER 5:00 P.M., NEW YORK TIME ON THE EXPIRATION DATE
          WARRANT TO PURCHASE _________________ SHARES OF COMMON STOCK

                        WARRANT TO PURCHASE COMMON STOCK

                                       OF

                      JILL KELLY PRODUCTIONS HOLDING, INC.

NEITHER THIS WARRANT NOR THE SECURITIES FOR WHICH THIS WARRANT IS EXERCISABLE
HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE
SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
REGISTRATION UNDER RULE 506 OF REGULATION D PROMULGATED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY
NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, ASSIGNED, HYPOTHECATED OR OTHERWISE
DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION OR EXCLUSION FROM THE
REGISTRATION REQUIREMENTS THEREUNDER AND IN COMPLIANCE WITH APPLICABLE STATE
SECURITIES LAWS.

      FOR VALUE RECEIVED, Jill Kelly Productions Holding, Inc., a Nevada
corporation (the "Company"), grants the following rights to ______________, with
its address at ________________________________and/or its assigns (the
"Holder"):

                             ARTICLE 1. DEFINITIONS.

      Capitalized terms used and not otherwise defined herein shall have the
meanings given such terms in the Subscription Agreement and entered into on or
about August 4, 2003 (the "Subscription Agreement"). As used in this Agreement,
the following terms shall have the following meanings:

      "Exercise Date" shall mean any date on which the Holder gives the Company
a Notice of Exercise attached hereto as Appendix I.

      "Exercise Price" shall mean the Fixed Price per share of Common Stock,
subject to adjustment as provided herein.

      "Expiration Date" shall mean 5:00 p.m. (New York time) on August 10, 2008.

      "Fixed Price" shall mean US$0.25.

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      "Warrant Shares" shall mean the shares of the Common Stock issuable upon
exercise of this Warrant.

                       ARTICLE 2. EXERCISE AND AGREEMENTS.

      2.1 Exercise of Warrant. This Warrant shall entitle the Holder to
purcahse, at the Exercise Price, ______________ shares of Common Stock. This
Warrant shall be exercisable at any time and from time to time from the Closing
Date to the Expiration Date (the "Exercise Period"). This Warrant and the right
to purchase Warrant Shares hereunder shall expire and become void on the
Expiration Date.

      2.2 Manner of Exercise. The Holder may exercise this Warrant at any time
and from time to time during the Exercise Period, in whole or in part (but not
in denominations of fewer than 5,000 Warrant Shares, except upon an exercise of
this Warrant with respect to the remaining balance of Warrant Shares purchasable
hereunder at the time of exercise), by delivering to the Company at (i) a duly
executed Notice of Exercise in substantially the form attached as Appendix I
hereto, (ii) the certificate representing the Warrants and (iii) a bank
cashier's or certified check for the aggregate Exercise Price of the Warrant
Shares being purchased.

      2.3 Termination. All rights of the Holder in this Warrant, to the extent
they have not been exercised, shall terminate on the Expiration Date.

      2.4 No Rights Prior to Exercise. This Warrant shall not entitle the Holder
to any voting or other rights as a stockholder of the Company.

      2.5 Fractional Shares. No fractional shares shall be issuable upon
exercise of this Warrant, and the number of Warrant Shares to be issued shall be
rounded up to the nearest whole number. If, upon exercise of this Warrant, the
Holder hereof would be entitled to receive any fractional share, the Company
shall issue to the Holder one additional share of Common Stock in lieu of such
fractional share.

      2.6 Adjustments to Exercise Price and Number of Securities.

      (a) Subdivision and Combination. In case the Company shall at any time
subdivide or combine the outstanding shares of Common Stock, the Exercise Price
shall forthwith be proportionately decreased in the case of subdivision or
increased in the case of combination.

      (b) Adjustment in Number of Securities. Upon each adjustment of the
Exercise Price pursuant to the provisions of this Section 2.6, the number of
Warrant Shares issuable upon the exercise of each Warrant shall be adjusted to
the nearest whole number by multiplying a number equal to the Exercise Price in
effect immediately prior to such adjustment by the number of Warrant Shares
issuable upon exercise of the Warrants immediately prior to such adjustment and
dividing the product so obtained by the adjusted Exercise Price.

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      (c) Merger or Consolidation. In case of any consolidation of the Company
with, or merger of the Company with, or merger of the Company into, another
corporation (other than a consolidation or merger which does not result in any
reclassification or change of the outstanding Common Stock), the corporation
formed by such consolidation or merger shall execute and deliver to the Holder a
supplemental warrant agreement providing that the Holder of each Warrant then
outstanding or to be outstanding shall have the right thereafter (until the
expiration of such Warrant) to receive, upon exercise of such Warrant, the kind
and amount of shares of stock and other securities and property (except in the
event the property is cash, then the Holder shall have the right to exercise the
Warrant and receive cash in the same manner as other stockholders) receivable
upon such consolidation or merger, by a holder of the number of shares of Common
Stock of the Company for which such warrant might have been exercised
immediately prior to such consolidation, merger, sale or transfer. Such
supplemental warrant agreement shall provide for adjustments which shall be
identical to the adjustments provided in Section 2.6. The foregoing provisions
of this paragraph (e) shall similarly apply to successive consolidations or
mergers.

                     ARTICLE 3. REPRESENTATIONS, WARRANTIES
                          AND COVENANTS OF THE COMPANY

      3.1 Representations and Warranties. In addition to the representations and
warranties contained in Section 2 of the Subscription Agreement, the Company
hereby represents and warrants to the Holder as follows:

      (a) All shares which may be issued upon the exercise of the purchase right
represented by this Warrant shall, upon issuance, (i) be duly authorized,
validly issued, fully-paid and non-assessable, (iii) free and clear of all
liens, claims and encumbrances except for restrictions on transfer provided for
herein or under applicable federal and state securities laws, and (iii) not be
subject to any pre-emptive rights.

      (b) The Company is a corporation duly organized and validly existing under
the laws of the State of Nevada, and has the full power and authority to issue
this Warrant and to comply with the terms hereof. The execution, delivery and
performance by the Company of its obligations under this Warrant, including,
without limitation, the issuance of the Warrant Shares upon any exercise of the
Warrant, have been duly authorized by all necessary corporate action. This
Warrant has been duly executed and delivered by the Company and is a valid and
binding obligation of the Company, enforceable in accordance with its terms,
except (i) as enforcement may be limited by applicable bankruptcy, insolvency,
reorganization or similar laws affecting enforceability of creditors' rights
generally and (ii) as the availability of the remedy of specific enforcement,
injunctive relief or other equitable relief may be subject to the discretion of
any court before which any proceeding therefor may be brought.

      (c) The Company is not subject to or bound by any provision of any
certificate or articles of incorporation or by-laws, mortgage, deed of trust,
lease, note,

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bond, indenture, other instrument or agreement, license, permit, trust,
custodianship, other restriction or any applicable provision of any law,
statute, rule, regulation, judgment, order, writ, injunction or decree of any
court, governmental body, administrative agency or arbitrator which could
prevent or be violated by or under which there would be a default (or right of
termination) as a result of the execution, delivery and performance by the
Company of this Warrant.

      (d) The Company is subject to the reporting requirements of Section 13 or
Section 15(d) of the Exchange Act and is current in the filing of all reports
required to be filed thereunder. The Company is eligible to issue the Warrants
and the Warrant Shares pursuant to Rule 506 of Regulation D promulgated under
the Securities Act.

                            ARTICLE 4. MISCELLANEOUS

      4.1 Transfer. This Warrant may not be offered, sold, transferred, pledged,
assigned, hypothecated or otherwise disposed of, in whole or in part, at any
time, except in compliance with applicable federal and state securities laws by
the transferor and the transferee (including, without limitation, the delivery
of an investment representation letter and a legal opinion reasonably
satisfactory to the Company); provided further, that this Warrant may not be
transferred or assigned such that either the Holder or any transferee will,
following such transfer or assignment, hold a Warrant for the right to purchase
less than 5,000 Warrant Shares.

      4.2 Transfer Procedure. Subject to the provisions of Section 4.1, the
Holder may transfer or assign this Warrant by giving the Company notice setting
forth the name, address and taxpayer identification number of the transferee or
assignee, if applicable (the "Transferee"), and surrendering this Warrant to the
Company for reissuance to the Transferee and, in the event of a transfer or
assignment of this Warrant in part, the Holder. (Each of the persons or entities
in whose name any such new Warrant shall be issued are herein referred to as a
"Holder").

      4.3 Loss, Theft, Destruction or Mutilation. If this Warrant shall become
mutilated or defaced or be destroyed, lost or stolen, the Company shall execute
and deliver a new Warrant in exchange for and upon surrender and cancellation of
such mutilated or defaced Warrant or, in lieu of and in substitution for such
Warrant so destroyed, lost or stolen, upon the Holder filing with the Company an
affidavit that such Warrant has been so mutilated, defaced, destroyed, lost or
stolen. However, the Company shall be entitled, as a condition to the execution
and delivery of such new Warrant, to demand reasonably acceptable indemnity to
it and payment of the expenses and charges incurred in connection with the
delivery of such new Warrant. Any Warrant so surrendered to the Company shall be
canceled.

      4.4 Notices. All notices and other communications from the Company to the
Holder or vice versa shall be deemed delivered and effective when given
personally, by facsimile transmission with confirmation sheet at such address
and/or facsimile number

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as may have been furnished to the Company or the Holder, as the case may be, in
writing by the Company or the Holder from time to time.

      4.5 Waiver. This Warrant and any term hereof may be changed, waived, or
terminated only by an instrument in writing signed by the party against which
enforcement of such change, waiver, discharge or termination is sought.

      4.6 Governing Law. This Warrant shall be governed by and construed in
accordance with the laws of the State of New York, without giving effect to its
principles regarding conflicts of law. Any action to enforce the terms of this
Warrant shall be exclusively heard in the county, state and federal Courts of
New York and Country of the United States of America.

      4.7 Signature. In the event that any signature on this Warrant is
delivered by facsimile transmission, such signature shall create a valid and
binding obligation of the party executing (or on whose behalf such signature is
executed) the same, with the same force and effect as if such facsimile
signature page were an original thereof.

      4.8 Legal Fees. In the event any Person commences a legal action or
proceeding to enforce its rights under this Warrant, the non-prevailing party to
such action or proceeding shall pay all reasonable costs and expenses (including
reasonable attorney's fees) incurred in enforcing such rights.

Dated: August 11, 2003

JILL KELLY PRODUCTIONS HOLDING, INC.

By:_____________________________
   Name:  Robert Friedland
   Title:    CEO

Attest:

________________________________
Name: Ronald Stone
Title: COO/CFO

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                                   APPENDIX I

                               NOTICE OF EXERCISE

      1. The undersigned hereby elects to purchase ______ shares of Common
      Stock, par value $.001 per share, of Jill Kelly Productions Holding, Inc.
      at $0.25 per share for a total of $______ and pursuant to the terms of the
      attached Warrant, and tenders herewith payment of the aggregate Exercise
      Price of such Warrant Shares in full.

      2. Please issue a certificate or certificates representing said Warrant
      Shares in the name of the undersigned or in such other name as is
      specified below:

Dated: _____________________________         By: ______________________________

                                             Name:_____________________________

                                             Title:____________________________

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