Exhibit 4(e)


THE WARRANTS  REPRESENTED BY THIS CERTIFICATE AND THE COMMON STOCK ISSUABLE UPON
EXERCISE OF SUCH WARRANTS HAVE NOT BEEN  REGISTERED  UNDER THE SECURITIES ACT OF
1933 AND MAY NOT BE TRANSFERRED IN VIOLATION OF SUCH ACT.

W[ ]                           WARRANT CERTIFICATE

                            [ ] Warrants to Purchase
                                  Common Stock

                           Void After April [ ], 2005

                           CAPITA RESEARCH GROUP, INC.

              (Incorporated under the laws of the State of Nevada)


                  This is to certify  that,  for value  received,  [name] is the
owner (the "Owner") of the number of Warrants set forth above,  each of which is
nontransferable  and entitles the Owner to purchase from CAPITA  RESEARCH GROUP,
INC.  (herein  called the  "Corporation"),  at any time  (except as  hereinafter
provided)  before 5 P.M. (New York time) on April [ ], 2005,  one Stock Unit (as
hereinafter  defined) at a purchase  price of $1.35 (herein  called the "Warrant
Price"). For purposes of this Warrant Certificate, a Stock Unit shall consist of
one fully paid and non-assessable share of common stock, $.001 par value (herein
called the "Common Stock"), of the Corporation,  as such stock is constituted on
April [ ], 2000, subject to adjustment as hereinafter set forth.

                  Subject to the provisions hereof, the Warrants  represented by
this  Warrant  Certificate  may be exercised by the Owner in whole or in part by
surrender of this Warrant  Certificate at the principal executive offices of the
Corporation with the form of election to subscribe attached hereto duly executed
and with payment in full to the Corporation of the Warrant Price for each of the
Stock Units so purchased. Payment of such Warrant Price shall be made in cash or
by certified or official bank check. Thereupon,  the Warrants shall be deemed to
have been  exercised and the Owner shall become a holder of record of the shares
of  Common  Stock  comprising  the  Stock  Units so  purchased  (or of the other
securities  or property to which the Owner is entitled  upon such  exercise) for
all  purposes,  and  certificates  for such shares of Common  Stock so purchased
shall be  delivered  to the Owner  within a  reasonable  time after the Warrants
shall have been  exercised  as set forth  hereinabove.  If only a portion of the
Warrants  shall be  exercised,  the Owner shall be entitled to receive a similar
warrant certificate of like tenor and date covering the number of Warrants which
shall not have been exercised, unless such Warrants shall have expired.

                  The Corporation covenants and agrees that all shares of Common
Stock which may be issued upon the  exercise of the rights  represented  by this
Warrant  Certificate  will,  upon issuance,  be validly  issued,  fully paid and
non-assessable  and free from all taxes,  liens and charges  with respect to the
issue  thereof   (other  than  taxes  in  respect  of  any  transfer   occurring
contemporaneously with such issue). The Corporation further covenants and agrees
that,  during the period within which the Warrants  represented  by this Warrant


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<PAGE>

Certificate may be exercised,  the Corporation will at all times have authorized
and  reserved a  sufficient  number of shares of Common Stock to provide for the
exercise of the Warrants  represented by this Warrant  Certificate,  and will at
its expense  expeditiously  upon each such reservation of shares of Common Stock
use its best  efforts to procure  the  listing  thereof  (subject to issuance or
notice of  issuance)  on all stock  exchanges  on which the Common Stock is then
listed.  The rights of the Owner shall be subject to the following further terms
and conditions:

                  1.1.  (a) The number of shares of Common  Stock  comprising  a
Stock Unit shall be subject to adjustment from time to time as follows:

                            (i)   If  the  number  of  shares  of Common   Stock
outstanding  at any time after the date hereof is increased by a stock  dividend
payable in shares of Common  Stock or by a  subdivision  or  split-up  of Common
Stock, then,  immediately  following the record date fixed for the determination
of holders of Common Stock entitled to receive such stock dividend,  subdivision
or split-up,  the number of shares of Common Stock comprising a Stock Unit shall
be appropriately increased so that the number of shares of Common Stock issuable
on exercise of each Warrant shall be increased in proportion to such increase of
outstanding shares.

                            (ii)  If  the  number  of  shares  of  Common  Stock
outstanding  at any time after the date hereof is decreased by a combination  of
the outstanding shares of Common Stock, then,  immediately  following the record
date for such  combination,  the number of shares of Common  Stock  comprising a
Stock  Unit  shall be  appropriately  decreased  so that the number of shares of
Common  Stock  issuable  on  exercise  of each  Warrant  shall be  decreased  in
proportion to such decrease in outstanding shares.

                            (iii) In case the  Corporation  shall declare a cash
dividend upon the Common Stock payable  otherwise than out of earnings or earned
surplus  legally  available  therefor under the laws of the State of Delaware or
shall  distribute  to holders of Common Stock shares of its capital stock (other
than Common Stock),  stock or other  securities of other  persons,  evidences of
indebtedness issued by the Corporation or other persons,  assets (excluding cash
dividends)  or options or rights  (excluding  options to purchase  and rights to
subscribe for Common Stock or other  securities of the  Corporation  convertible
into or  exchangeable  for Common Stock),  then, in each such case,  immediately
following the record date fixed for the  determination  of the holders of Common
Stock entitled to receive such dividend or distribution, the number of shares of
Common Stock comprising a Stock Unit thereafter shall be adjusted by multiplying
such number by a fraction of which the  denominator  shall be an amount equal to
the  remainder of (x) the  aggregate  Current  Market  Price of all  outstanding
shares of Common Stock less (y) the  aggregate  amount of such cash  dividend or
the aggregate fair market value (as determined by the Board of Directors,  whose



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<PAGE>

determination  shall be  conclusive)  of the  stock,  securities,  evidences  of
indebtedness,  assets, options or rights so distributed, as the case may be, and
of which  the  numerator  shall be the  aggregate  Current  Market  Price of all
outstanding  shares of Common Stock.  Such adjustment  shall be made on the date
such dividend or distribution is made, and shall become effective at the opening
of  business  on the  business  day  next  following  the  record  date  for the
determination of stockholders entitled to such dividend or distribution.

                            (iv)  In case, at any time after the date hereof, of
any  capital  reorganization,  or  any  reclassification  of  the  stock  of the
Corporation  (other than a change in par value or from par value to no par value
or from no par  value  to par  value  or as a  result  of a  stock  dividend  or
subdivision,  split-up or combination of shares), or the consolidation or merger
of the Corporation  with or into another person (other than a  consolidation  or
merger in which the Corporation is the continuing corporation and which does not
result in any change in the Common Stock) or of the sale or other disposition of
all or  substantially  all the  properties  and assets of the  Corporation as an
entirety to any other  person,  each  Warrant  shall after such  reorganization,
reclassification,   consolidation,   merger,   sale  or  other   disposition  be
exercisable  for the kind and number of shares of stock or other  securities  or
property  of  the  Corporation  or  of  the  corporation   resulting  from  such
consolidation  or surviving  such merger or to which such  properties and assets
shall have been sold or  otherwise  disposed  to which the Owner would have been
entitled  if  immediately  prior  to  such   reorganization,   reclassification,
consolidation,  merger,  sale or other disposition he had exercised such Warrant
for Common Stock.  The provisions of this Section 1.1 shall  similarly  apply to
successive reorganizations, reclassifications, consolidations, mergers, sales or
other dispositions.

                            (v)   All calculations under this paragraph (a)shall
be made to the nearest cent or to the nearest one hundredth  (1/100) of a share,
as the case may be.

                            (vi)  For the purpose of any computation pursuant to
this  paragraph (a) or Section 1.2, the Current  Market Price at any date of one
share of Common  Stock  shall be deemed to be the  average of the daily  closing
prices for Common Stock for the 30 consecutive business days ending no more than
15 business days before the day in question (as adjusted for any stock dividend,
split,   combination  or  reclassification  that  took  effect  during  such  30
business-day  period). The closing price for each day shall be the last reported
sale price  regular  way or, in case no such  reported  sales take place on such
day,  the average of the last  reported  bid and asked  prices  regular  way, in
either case on the principal  national  securities  exchange on which the Common
Stock is listed or  admitted  to  trading  or as quoted on the  Nasdaq  National
Market System or Nasdaq SmallCap Market, or if not listed or admitted to trading
on any  national  securities  exchange or so quoted,  the average of the highest
reported  bid and lowest  reported  asked  prices as  furnished  by The National
Quotation Bureau Incorporated,  all as adjusted;  provided, however, that if the
Common  Stock is not traded in such  manner that the  quotations  referred to in
this clause (vi) are available for the period required hereunder, Current Market
Price  shall be deemed to be the Share Net Asset  Value (as used herein the term
"Share  Net  Asset  Value"  shall  mean the  aggregate  net  asset  value of the
Corporation as shown on its most recent  available  balance sheet divided by the
outstanding  number of shares of Common Stock, each determined on the assumption
that the Warrants have been exercised).


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<PAGE>


                            (vii) In any case in which  the  provisions  of this
paragraph  (a)  shall  require  that  an  adjustment   shall  become   effective
immediately  after a record date for an event,  the  Corporation may defer until
the  occurrence  of such  event (x)  issuing  to the Owner  with  respect to any
Warrant  exercised  after such  record  date and before the  occurrence  of such
event,  the  additional  shares of Common Stock  issuable  upon such exercise by
reason of the  adjustment  required  by such  event over and above the shares of
Common Stock issuable upon such exercise before giving effect to such adjustment
and (y) paying to the Owner any amount in cash in lieu of a fractional  share of
Common Stock pursuant to Section 1.2;  provided,  however,  that the Corporation
shall deliver to the Owner a due bill or other appropriate instrument evidencing
the Owner's right to receive such  additional  shares,  and such cash,  upon the
occurrence of the event requiring such adjustment.

                  (b)       In the event the  Corporation  shall propose to take
any  action  of the types  described  in  clauses  (i),  (ii),  (iii) or (iv) of
paragraph  (a) of this  Section 1.1,  the  Corporation  shall give notice to the
Owner in the manner set forth in Section 1.3,  which  notice  shall  specify the
record date,  if any, with respect to any such action and the date on which such
action is to take  place.  Such  notice  shall  also set forth  such  facts with
respect thereto as shall be reasonably  necessary to indicate the effect of such
action (to the extent  such  effect may be known at the date of such  notice) on
the number of shares of Common  Stock  comprising  a Stock Unit and the  number,
kind or  class  of  shares  or  other  securities  or  property  which  shall be
deliverable  or  purchasable  upon the  occurrence of such action or deliverable
upon  exercise of Warrants.  In the case of any action  which would  require the
fixing of a record  date,  such notice  shall be given at least 20 days prior to
the date so fixed,  and in case of all other action,  such notice shall be given
at least 30 days prior to the taking of such  proposed  action.  Failure to give
such notice, or any defect therein, shall not affect the legality or validity of
any such action.

                  (c)       In the  event  that at any  time as a  result  of an
adjustment  made  pursuant to paragraph  (a) of this Section 1.1 the Owner shall
become entitled with respect to any Warrants thereafter surrendered for exercise
to receive  any shares of the  Corporation  or  another  corporation  other than
shares of Common Stock,  the provisions of this Section 1.1 and Section 1.2 with
respect to the Common Stock shall apply on like terms to any such other shares.

                  1.2.      No fractional  share of Common Stock shall be issued
upon the exercise of Warrants,  but in lieu thereof the  Corporation  shall pay,
upon exercise in full of the Warrants  represented by this Warrant  Certificate,
out of funds legally  available  therefor,  a cash adjustment in respect of such
fractional  share in an amount  equal to the same  fraction of the then  Current
Market Price.

                  1.3.      The Corporation  will, within 120 days after the end
of each of its fiscal  years,  mail to the Owner,  at the address of such holder
shown on the books of the Corporation,  a certificate of the independent  public
accountants  for the  Corporation (i) specifying the Share Price in effect as of



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<PAGE>

the end of such  fiscal  year and the number of shares of Common  Stock,  or the
kind and amount of any securities or property other than shares of Common Stock,
comprising a Stock Unit and (ii) setting  forth in  reasonable  detail the facts
requiring any adjustments made during such fiscal year.

                  2.1.  The  issue of any  stock or other  certificate  upon the
exercise  of the  Warrants  shall be made  without  charge  to the Owner for any
transfer or issuance tax in respect of the issue thereof.  The Corporation 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 Owner,  and the  Corporation  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  Corporation  the amount of such tax or
shall have  established to the satisfaction of the Corporation that such tax has
been paid.

                  2.2.  This Warrant  Certificate  and the rights  hereunder are
not  transferable.  In  addition,  the  Warrants  evidenced  hereby  may  not be
exercised,  and any shares of Common Stock issued upon any exercise  thereof may
not be  transferred,  unless,  in the opinion of  counsel,  who shall be counsel
reasonably acceptable to the Corporation, such exercise or transfer, as the case
may be, would not result in a violation of the  provisions of the Securities Act
of 1933.  The Owner and any holder of any  shares of Common  Stock  issued  upon
exercise of any such  Warrants,  by taking or holding the same,  consents to and
agrees to be bound by the provisions of this Section 2.2.

                  2.3.  If this  Warrant  Certificate  shall  be  lost,  stolen,
mutilated or destroyed,  the Corporation  shall on such terms as to indemnify or
otherwise  protect the  Corporation  as the  Corporation  may in its  discretion
impose, issue a new warrant certificate of like denomination,  tenor and date as
the Warrant  Certificate so lost, stolen,  mutilated or destroyed.  Any such new
warrant certificate shall constitute an original  contractual  obligation of the
Corporation,  whether or not the allegedly lost, stolen,  mutilated or destroyed
Warrant Certificate shall be at any time enforceable by anyone.

                  2.4.  The  Corporation  may deem and  treat  the  Owner as the
absolute  owner of this  Warrant  Certificate  for all purposes and shall not be
affected by any notice to the contrary.

                  2.5.  This  Warrant  Certificate  and the  Warrants  evidenced
hereby  shall not  entitle  the  Owner to any  rights  of a  stockholder  of the
Corporation either at law or in equity, including, without limitation, the right
to  vote,  to  receive  dividends  or  other  distributions,   to  exercise  any
pre-emptive  rights or to receive any notice of meetings of  stockholders  or of
any other proceedings of the Corporation.

                  2.6.  This Warrant Certificate, in all events, shall be wholly
void and have no effect after 5 P.M. (New York time) on April [ ], 2005.

                  2.7. In the event that one or more of the  provisions  of this
Warrant  Certificate  shall for any  reason be held to be  invalid,  illegal  or
unenforceable in any respect,  such invalidity,  illegality or  unenforceability
shall not affect  any other  provision  of this  Warrant  Certificate,  but this
Warrant  Certificate  shall  be  construed  as  if  such  invalid,   illegal  or
unenforceable provision had never been contained herein.


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<PAGE>


                  2.8.  This  Warrant  Certificate  shall  be  governed  by  and
construed in  accordance  with the laws of the State of New York  applicable  to
agreements made and to be entirely  performed  within such State,  except to the
extent of the mandatory  rules of the State of Nevada with respect to the formal
requisites for authorization of a security and rights and duties with respect to
register of transfer.

Dated:  April [   ], 2000

                                            CAPITA RESEARCH GROUP, INC.



                                            By______________________________