PLACEMENT AGENT'S WARRANT

WARRANT NO. _______

THIS WARRANT AND THE SHARES OF COMMON STOCK  ISSUABLE UPON THE EXERCISE  HEREOF,
HAVE NOT BEEN  REGISTERED  UNDER THE  SECURITIES  ACT OF 1933,  AS AMENDED  (THE
"ACT"),  OR FILED OR REGISTERED  WITH THE UNITED STATES  SECURITIES AND EXCHANGE
COMMISSION OR WITH THE  SECURITIES  REGULATORY  AUTHORITY OF ANY STATE,  BUT ARE
BEING ISSUED PURSUANT TO CERTAIN EXEMPTIONS  THEREUNDER.  THIS WARRANT, AND SUCH
SHARES OF COMMON  STOCK,  HAVE NOT BEEN  APPROVED OR  DISAPPROVED  BY THE UNITED
STATES  SECURITIES  AND  EXCHANGE  COMMISSION  OR BY THE  SECURITIES  REGULATORY
AUTHORITY  OF ANY  STATE.  ANY  REPRESENTATION  TO THE  CONTRARY  IS A  CRIMINAL
OFFENSE.  THIS  WARRANT,  AND SUCH  SHARES  OF  COMMON  STOCK,  ARE  SUBJECT  TO
RESTRICTIONS ON TRANSFERABILITY AND RESALE, AND MAY NOT BE TRANSFERRED OR RESOLD
EXCEPT AS  PERMITTED  UNDER THE  SECURITIES  ACT OF 1933,  AS  AMENDED,  AND THE
APPLICABLE  STATE  SECURITIES  LAWS,  PURSUANT  TO  REGISTRATION  THEREUNDER  OR
EXEMPTION  THEREFROM.  THIS  WARRANT MAY NOT BE EXERCISED BY OR ON BEHALF OF ANY
U.S.  PERSON  UNLESS  REGISTERED  UNDER  THE  ACT  OR  AN  EXEMPTION  FROM  SUCH
REGISTRATION IS AVAILABLE.

                          WAVETECH INTERNATIONAL, INC.

                            Warrant for the Purchase
                            of Shares of Common Stock

May 1, 2000                                                        43,371 Shares

     FOR VALUE RECEIVED, Wavetech International, Inc., a Nevada corporation (the
"Company"),   hereby  certifies  that  THOMSON  KERNAGHAN  &  CO.  LIMITED  (the
"Holder"),  is entitled,  subject to the provisions of this Warrant, to purchase
from  the  Company,  at any  time or from  time to time  during  the  applicable
Exercise  Period (as hereinafter  defined) 43,371 fully  paid and  nonassessable
shares of common stock of the  Company,  par value $0.001 per share (the "Common
Stock")  at the price of $8.07 per share,  for an  aggregate  exercise  price of
$350,000 (the "Exercise Price").

     The number and  character of shares of Common Stock or other  securities to
be  received  upon  exercise  of this  Warrant  are  subject  to  adjustment  in
accordance with the provisions of Section 8).

     For purposes of this Warrant,  "Warrant  Shares" means the shares of Common
Stock deliverable upon exercise of this Warrant,  as adjusted from time to time.
Unless the context requires otherwise all references to Common Stock and Warrant
Shares in this Warrant shall, in the event of an adjustment  pursuant to Section
7 hereof,  be deemed to refer also to any  securities  or property then issuable
upon  exercise of this Warrant as a result of such  adjustment.  This Warrant is
issued pursuant to the Securities  Purchase Agreement dated May 1, 2000, between
the  Company  and Cedar  Avenue  LLC (the  "Agreement"),  and is  subject to the
provisions thereof.

                                      -1-
<PAGE>
     Section 1.  EXERCISE OF WARRANT.  (a) This Warrant may be  exercised,  as a
whole  or in  part,  at any  time or from  time to time  during  the  applicable
Exercise  Period  (as  hereinafter  defined)  or,  if such day is a day on which
banking  institutions  in New York City are authorized by law to close,  then on
the next  succeeding  day that  shall  not be such a day,  by  presentation  and
surrender hereof to the Company at its principal office at the address set forth
on the  signature  page  hereof (or at such other  address  as the  Company  may
hereafter notify the Holder in writing),  or at the office of its stock transfer
agent or warrant  agent,  if any,  with the Purchase  Form  annexed  hereto duly
executed and accompanied by proper payment of the aggregate  applicable Exercise
Price in lawful money of the United States of America in the form of a certified
or cashier's  check to the order of the Company or by wire  transfer of same day
funds,  for the number of Warrant Shares specified in such form. If this Warrant
should be  exercised in part only,  the Company  shall,  upon  surrender of this
Warrant,  execute and deliver a new Warrant  evidencing the rights of the Holder
thereof to purchase  the balance of the Warrant  Shares  purchasable  hereunder.
Upon receipt by the Company of this  Warrant and such  Purchase  Form,  together
with the aggregate  applicable  Exercise Price (as hereinafter  defined) for the
number of Warrant Shares specified in such Purchase Form, at such office,  or by
the stock transfer agent or warrant agent of the Company, if any, at its office,
the Company or the stock transfer  agent or warrant  agent,  if any, shall issue
and deliver to or upon the written order of the Holder and in such name or names
as the Holder may  designate,  a  certificate  or  certificates  for the Warrant
Shares. Such certificate or certificates shall be deemed to have been issued and
any person so  designated to be named therein shall be deemed to have become the
holder of record of such Warrant  Shares as of the date of the surrender of this
Warrant, notwithstanding that the stock transfer books of the Company shall then
be closed or that  certificates  representing such Warrant Shares shall not then
be actually  delivered to the Holder or its designee.  The Company shall pay any
and all documentary  stamp or similar issue or transfer taxes payable in respect
of the issue or delivery of the Warrant Shares.

     (b) CASHLESS EXERCISE. Notwithstanding the foregoing, in lieu of paying the
Exercise  Price,  the Holder may, by  designating  a "cashless"  exercise on the
Purchase Form and  surrendering a part of the Warrant having an aggregate Spread
equal to the  aggregate  Exercise  Price of the part  Warrant  being  exercised,
acquire a number of Warrant Shares equal to (i) the  difference  between (x) the
Current  Market  Value of the  Common  Stock and (y) the  Exercise  Price,  (ii)
multiplied by the number of shares of Common Stock purchasable under the portion
of the Warrant tendered to the Company, and (iii) divided by the Market Value of
the  Company's  Common  Stock.  "Spread"  means the Current  Market Value of the
Warrant  Shares  issuable  upon  exercise of such part of the  Warrant  less the
Exercise Price of such part of the Warrant, in each case as adjusted as provided
herein.

     (c)  LIMITATION  ON RIGHT  AND POWER TO  EXERCISE.  Any  provision  in this
warrant, the Securities Purchase Agreement or any other document to the contrary
not withstanding,  the Holder shall not have the right or power to exercise this
warrant,  either in whole or in part, and any attempt to do so shall be void if,
after  having  given  effect to such  exercise,  the Holder shall be or shall be
deemed to be the beneficial owner of 10% or more of the then outstanding  Common
Stock  within the meaning or for the  purposes of Section  13(d) or 13(g) of the
U.S.  Securities  Exchange Act of 1934, as amended,  or as the term  "beneficial
owner" is defined in Rule 13d-3 of the U.S.  Securities and Exchange  Commission
or otherwise.

                                      -2-
<PAGE>
     Section 2. EXERCISE  PERIOD.  This Warrant shall be exercisable  during the
period (the "Exercise  Period")  beginning the date of execution of this Warrant
(the  "Initial  Exercise  Date") and ending at 5:00 p.m. (New York City time) on
May 1, 2003 (the "Termination Date").

     Section 3.  RESERVATION  OF SHARES.  The Company  hereby agrees that at all
times there shall be reserved for issuance  and delivery  upon  exercise of this
Warrant all shares of its Common Stock or other  shares of capital  stock of the
Company or other  property  from time to time  issuable  upon  exercise  of this
Warrant.  All such shares shall be duly  authorized  and,  when issued upon such
exercise in accordance with the terms of this Warrant,  shall be validly issued,
fully paid and nonassessable,  free and clear of all liens,  security interests,
charges  and  other  encumbrances  or  restrictions  on  sale  (other  than  any
restrictions on sale pursuant to applicable  federal and state  securities laws)
and free and clear of all preemptive rights.

     Section 4.  FRACTIONAL  SHARES.  The Company shall not be required to issue
fractional  shares of  Common  Stock on the  exercise  of this  Warrant.  If any
fraction of a share of Common Stock  would,  except for the  provisions  of this
Section 4, be issuable on the  exercise of this  Warrant (or  specified  portion
thereof),  the Company shall pay an amount in cash  calculated by it to be equal
to the then Current  Market Value (as  hereinafter  defined) per share of Common
Stock  multiplied by such fraction  computed to the nearest whole cent.  For the
purposes of any  computation  under this Warrant,  the Current  Market Value per
share of  Common  Stock or of any other  equity  security  (herein  collectively
referred to as a "security") at the date herein specified shall be:

     (i) if the security is not registered under the Securities  Exchange Act of
1934, as amended (the "Exchange  Act"),  the "Current Market Value" per share of
the security  shall be determined in good faith by the Board of Directors of the
Company, or

         (ii) if the security is registered under the Exchange Act, the "Current
Market Value" per share of the security shall be deemed to be the average of the
daily  market  prices  of the  security  for  the 10  consecutive  trading  days
immediately  preceding  the  day as of  which  Current  Market  Value  is  being
determined  or, if the security has been  registered  under the Exchange Act for
less than 10 consecutive  trading days before such date, then the average of the
daily market prices for all of the trading days before such date for which daily
market  prices are  available.  The market price for each such trading day shall
be:  (A) in the  case  of a  security  listed  or  admitted  to  trading  on any
securities  exchange,  the closing  price on the  primary  exchange on which the
Common Stock is then listed, on such day, or if no sale takes place on such day,
the average of the closing bid and asked  prices on such day, (B) in the case of
a security  not then listed or admitted to trading on any  securities  exchange,
the last reported sale price on such day, or if no sale takes place on such day,
the average of the  closing  bid and asked  prices on such day, as reported by a
reputable  quotation  source  designated  by the  Company,  (C) in the case of a
security not then listed or admitted to trading on any  securities  exchange and
as to which no such reported  sale price or bid and asked prices are  available,
the  average  of the  reported  high bid and low asked  prices  on such day,  as
reported by a reputable quotation service, or a newspaper of general circulation
in the Borough of Manhattan,  City and State of New York,  customarily published
on each business day, designated by the Company, or if there shall be no bid and
asked prices on such day, the average of the high bid and low asked  prices,  as
so reported,  on the most recent day (not more than 10 days prior to the date in
question)  for which prices have been so  reported,  and (D) if there are no bid
and asked prices reported during the 10 days prior to the date in question,  the
Current Market Value of the security shall be determined as if the security were
not registered under the Exchange Act.

                                      -3-
<PAGE>
     Section 5. EXCHANGE, TRANSFER, ASSIGNMENT OR LOSS OF WARRANT.

     (a) This Warrant is  exchangeable,  without  expense,  at the option of the
Holder,  upon  presentation and surrender hereof to the Company or at the office
of its stock  transfer  agent or warrant  agent,  if any, for other  warrants of
different  denomination,  entitling  the  Holder  thereof  to  purchase  in  the
aggregate  the same number of Warrant  Shares and  otherwise  carrying  the same
rights as this Warrant.

     (b) This  Warrant  may be divided  or  combined  by the  Holder  with other
warrants  that carry the same rights upon  presentation  hereof at the office of
the Company or at the office of its stock transfer  agent or warrant  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 for which it may be exchanged.

     (c) 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 shall
execute and deliver a new Warrant of like tenor and date.

     Section 6. RIGHTS OF THE HOLDER. The Holder shall not, by virtue hereof, be
entitled  to any rights of a  stockholder  in the  Company,  either at law or in
equity,  and the  rights of the Holder are  limited to those  expressed  in this
Warrant.

     Section 7. ANTI-DILUTION PROVISIONS.

     (a) So long as this Warrant is outstanding, except as provided in paragraph
(b) of this  Section 7, the  Company  shall not,  without  prior  consent of the
Holder,  issue or sell (i) any Common Stock (other than treasury  stock) without
consideration  or for a consideration  per share less than its fair market value
determined immediately prior to its issuance, or (ii) issue or sell any warrant,
option,  right,  contract,  call, or other  security or instrument  granting the
holder  thereof the right to acquire  Common Stock (other than  treasury  stock)
without  consideration  or for a  consideration  per share less than such Common
Stock's fair market value determined  immediately prior to its issuance. For the
purpose of this  Section 7, the Common  Stock's  fair market  value shall be the
closing bid price for the Common Stock on the trading day before its issuance as
reported by Bloomberg LP.

     (b) The  provisions  of paragraph  (a) of this Section 7 shall not apply to
(i)  Common  Stock or  options  to acquire  Common  Stock  issued to  directors,
officers or employees of the Company pursuant to bona fide compensation plans or
awards, or (ii) to the sale of securities in an underwritten  public offering in
which the underwriters  have established the price at which the securities shall
be offered to the public.

     Section 8.  RECLASSIFICATION,  REORGANIZATION,  CONSOLIDATION OR MERGER. In
the event of any  reclassification,  capital  reorganization  or other change of
outstanding  shares of Common Stock of the Company  (other than a subdivision or
combination  of the  outstanding  Common Stock, a change in the par value of the

                                      -4-
<PAGE>
Common  Stock or a  transaction  subject  to  Section  7) or in the event of any
consolidation or merger of the Company with or into another  corporation  (other
than a merger in which merger the Company is the continuing corporation and that
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 the event of any sale,  lease,  transfer or  conveyance  to
another  corporation of the property and assets of the Company as an entirety or
substantially  as an entirety,  the Company shall,  as a condition  precedent to
such  transaction,  cause  effective  provisions  to be made so that such  other
corporation shall assume all of the obligations of the Company hereunder and 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
(including cash) receivable upon such  reclassification,  capital reorganization
and other change, consolidation,  merger, sale, lease, transfer or conveyance by
a holder of the number of shares of Common  Stock that might have been  received
upon  exercise  of this  Warrant  immediately  prior  to such  reclassification,
capital   reorganization,   change,   consolidation,   merger,  sale,  lease  or
conveyance.  Any such  provision  shall  include  provision for  adjustments  in
respect of such shares of stock and other  securities and property that shall be
as nearly  equivalent as may be practicable to the  adjustments  provided for in
this Warrant.  The foregoing  provisions of this Section 8 shall similarly apply
to successive reclassification, capital reorganizations and changes of shares of
Common Stock and to successive changes, consolidations,  mergers, sales, leases,
transfers or conveyances.  In the event that in connection with any such capital
reorganization,  or  reclassification,   consolidation,   merger,  sale,  lease,
transfer or  conveyance,  additional  shares of Common  Stock shall be issued in
exchange,  conversion,  substitution or payment,  as a whole or in part, for, or
of, a security of the Company other than Common  Stock,  any such issue shall be
treated as an issue of Common Stock covered by the provisions of Section 7(a).

         Section 9.  TRANSFER TO COMPLY WITH THE  SECURITIES  ACT.  Neither this
Warrant,  nor any of the Warrant Shares, nor any interest therein,  may be sold,
assigned, pledged,  hypothecated,  encumbered or in any other manner transferred
or disposed  of, as a whole or in part,  except in  compliance  with  applicable
United  States  federal and state  securities or Blue Sky laws and the terms and
conditions  hereof.  Each Warrant shall bear a legend in substantially  the same
form as the  legend set forth on the first page of this  initial  Warrant.  Each
certificate  for Warrant Shares issued upon exercise of this Warrant,  unless at
the time of exercise  such exercise is registered  under the  Securities  Act of
1933, as amended (the "Securities  Act"),  shall bear a legend  substantially in
the following form:

     THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
     THE U.S.  SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY
     OTHER  APPLICABLE  SECURITIES LAWS AND HAVE BEEN ISSUED IN RELIANCE UPON AN
     EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH
     OTHER  SECURITIES   LAWS.   NEITHER  THIS  SECURITY  NOR  ANY  INTEREST  OR
     PARTICIPATION  HEREIN  MAY  BE  REOFFERED,  SOLD,  ASSIGNED,   TRANSFERRED,
     PLEDGED, ENCUMBERED, HYPOTHECATED OR OTHERWISE DISPOSED OF, EXCEPT PURSUANT
     TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT
     TO A TRANSACTION THAT IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION.

                                      -5-
<PAGE>
Any  certificate  for any  Warrant  Shares  issued  at any time in  exchange  or
substitution  for any  certificate  for any Warrant  Shares  bearing such legend
(except a new  certificate  for any Warrant Shares issued after  registration of
such  Warrant  Shares  under the  Securities  Act) shall  also bear such  legend
unless,  in  the  opinion  of  counsel  for  the  Company,  the  Warrant  Shares
represented  thereby  need no longer be  subject  to the  restriction  contained
herein.  The  provisions of this Section 9 shall be binding upon all  subsequent
holders of  certificates  for Warrant  Shares  bearing the above  legend and all
subsequent  Holders of this Warrant,  if any.  Warrant Shares sold pursuant to a
Registration  Statement under the Securities Act pursuant to Section 12, sold by
the holder thereof in compliance  with Rule 904 of the Securities Act or sold by
the holder  thereof in compliance  with Rule 144 under the  Securities Act shall
thereafter  cease to be deemed to be "Warrant  Shares" for all  purposes of this
Warrant.

     Section  10.  LISTING ON  SECURITIES  EXCHANGES.  On or before the  Initial
Exercise  Date, the Company shall list on each national  securities  exchange on
which any Common Stock may at any time be listed,  subject to official notice of
issuance upon the exercise of this Warrant, all shares of Common Stock from time
to time issuable  upon exercise of this Warrant and the Company shall  maintain,
so long as any other shares of its Common  Stock shall be so listed,  all shares
of Common Stock from time to time  issuable  upon the exercise of this  Warrant;
and the Company shall so list on each national  securities  exchange,  and shall
maintain  such  listing  of, any other  shares of capital  stock of the  Company
issuable  upon the  exercise  of this  Warrant  if and so long as any  shares of
capital  stock of the same  class  shall be listed on such  national  securities
exchange by the Company. Any such listing shall be at the Company's expense.

     Section 11. AVAILABILITY OF INFORMATION.  The Company shall comply with the
reporting  requirements  of  Sections  13 and 15(d) of the  Exchange  Act to the
extent it is required to do so under the Exchange Act, and shall likewise comply
with all other  applicable  public  information  reporting  requirements  of the
Securities and Exchange  Commission  (including those required to make available
the benefits of Rule 144 under the Securities  Act) to which it may from time to
time be  subject.  The  Company  shall  also  cooperate  with the holder of this
Warrant and the holder of any Warrant  Shares in supplying  such  information as
may be necessary for such holder to complete and file any information  reporting
forms  currently or hereafter  required by the  Commission as a condition to the
availability  of Rule 144 or any successor rule under the Securities Act for the
sale of this Warrant or the Warrant  Shares.  The  provisions of this Section 11
shall survive termination of this Warrant, whether upon exercise of this Warrant
in full or otherwise.  The Company shall also provide to holders of this Warrant
the same information that it provides to holders of its Common Stock.

     Section 12. REGISTRATION  RIGHTS.  Registration rights with respect to this
Warrant and the Warrant  Shares  shall be  governed by the  Registration  Rights
Agreement,  dated as of the date  hereof,  by and  between  the  Company and the
Holder.

     Section 13.  SUCCESSORS AND ASSIGNS.  All the provisions of this Warrant by
or for the  benefit of the  Company  or the  Holder  shall bind and inure to the
benefit  of  their   respective   successors,   assigns,   heirs  and   personal
representatives.

                                      -6-
<PAGE>
     Section 14.  HEADINGS.  The  headings of sections of this Warrant have been
inserted for  convenience  of reference  only,  are not to be  considered a part
hereof and shall in no way  modify or  restrict  any of the terms or  provisions
hereof.

     Section  15.  AMENDMENTS.  This  Warrant  may not be amended  except by the
written consent of the Company and the Holder.

     Section  16.  NOTICES.  Unless  otherwise  provided  in this  Warrant,  all
notices,  demands,  requests,  consents,  approvals,  and  other  communications
required  or  permitted  hereunder  shall be in writing  and,  unless  otherwise
specified herein,  shall be (i) personally  served,  (ii) deposited in the mail,
registered  or certified,  return  receipt  requested,  postage  prepaid,  (iii)
delivered  by  reputable  air courier  service  with  charges  prepaid,  or (iv)
transmitted by hand  delivery,  telegram,  or facsimile,  addressed as set forth
below or to such other address as such party shall have  specified most recently
by written notice. Any notice or other communication required or permitted to be
given hereunder shall be deemed  effective (a) upon hand delivery or delivery by
facsimile,  with accurate confirmation  generated by the transmitting  facsimile
machine,  at the address or number  designated below (if delivered on a Business
Day during normal  business  hours where such notice is to be received),  or the
first  Business  Day  following  such  delivery (if  delivered  `other than on a
Business Day during normal  business  hours where such notice is to be received)
or (b) on the second  Business  Day  following  the date of mailing by reputable
courier  service,  fully  prepaid,  addressed  to such  address,  or upon actual
receipt of such  mailing,  whichever  shall first occur.  The addresses for such
communications shall be:

     IF TO THE HOLDER:                     IF TO THE COMPANY:
     Thomson Kernaghan & Co. Limited       Wavetech International, Inc.
     365 Bay Street, Tenth Floor           5210 East Williams Circle, Suite 200
     Toronto, Ontario M5H 2V2, Canada      Tucson, Arizona 85711
     Attention: Michelle McKinnon          Attention: Gerald I. Quinn, President
     Facsimile No. (284) 494-4771          Facsimile No. (520) 750-9194

Either party hereto may from time to time change its address or facsimile number
for  notices  under this  Section  11.1 by giving at least ten (10) days'  prior
written  notice of such changed  address or facsimile  number to the other party
hereto.

     Section 17. CHOICE OF LAW; VENUE; JURISDICTION.  This Warrant and the other
Transaction  Documents  defined in the Agreement shall be construed and enforced
in  accordance  with the laws of the State of  Arizona,  except for (i)  matters
arising under the federal securities laws, which shall be construed and enforced
in  accordance  with  those  laws,  (ii)  matters   relating  to  the  Company's
organization,  which shall be governed by the laws of the  jurisdictions  of its
incorporation,  and  (iii)  if any  provision  of this  Agreement  or any  other
Transaction Document is unenforceable under Arizona law but is enforceable under
the  laws of the  State  of New  York,  then  New  York  law  shall  govern  the
construction and enforcement of that provision. Any controversy or claim arising
out of or relating to this Agreement or any other Transaction  Document (whether
in contract or tort,  or both,  or at law or in equity)  shall be  determined by
binding arbitration in the Borough of Manhattan, City of New York, in accordance
with  the  Commercial  Arbitration  Rules  (the  "Rules")  of the  American  Bar
Association,  before a panel of three arbitrators,  one appointed by each of the
Investor and the Company,  and the third chosen by the two so appointed.  If the

                                      -7-
<PAGE>
two  arbitrators  chosen by the parties cannot agree on a third,  then the third
shall be selected in  accordance  with the Rules.  The  prevailing  party in any
arbitration  proceeding shall be awarded reasonable  attorneys fees and costs of
the proceeding.  The arbitration award shall be final, and may be entered in any
court having jurisdiction. Nothing in this paragraph shall preclude either party
from  applying to a court for  temporary  equitable  relief,  when  appropriate,
pending  and  subject  to such  temporary  orders  and  permanent  award  as the
arbitrator or arbitrators  may make. The parties hereby consent to the exclusive
jurisdiction  of the United States  District Court for the Southern  District of
New York for that purpose.

     IN  WITNESS  WHEREOF,  the  Company  has  caused  this  Warrant  to be duly
executed, as of the day and year first above written.

                                        WAVETECH INTERNATIONAL, INC.


                                        By /s/ Gerald I. Quinn
                                          --------------------------------------
                                          Gerald I. Quinn, President

                                        Date Signed  May 1, 2000
                                                   -----------------------------

                                      -8-
<PAGE>
                                  PURCHASE FORM

To: Wavetech International, Inc.:

     The  undersigned  irrevocably  exercises  the Warrant  for the  purchase of
____________________  shares (subject to adjustment) of Common Stock of Wavetech
International,  Inc. (the "Company"): for the Warrant and herewith makes payment
of $____________________ (the "Exercise Price") through the following method:

     such  payment  of the  Exercise  Price  being  in cash or by  certified  or
     official bank check payable to the order of The Company .

     or

     By a  "cashless  exercise,"  with  payment  of the  Exercise  Price made by
     surrendering  of such  additional  part of the Warrant  having an aggregate
     Spread  (as such term is  defined in the  Warrant)  equal to the  aggregate
     Exercise Price,

     all at the Exercise Price and on the terms and conditions  specified in the
within the Warrant Agreement therein referred to, surrenders the Warrant and all
right,  title and interest  therein to The Company Corp. and directs (subject to
Section 9 of the Warrant  Agreement) that the shares of Common Stock deliverable
upon the exercise of such Warrant be registered or placed in the name and at the
address specified below and delivered thereto..

Date:  ________________, _______

                                        ----------------------------------------
                                        (Signature of Owner)(1)

                                        ----------------------------------------
                                        (Street Address)

                                        ----------------------------------------
                                        (City)             (State)    (Zip Code)

----------
(1)  The signature must correspond with the name as written upon the face of the
     within Warrant in every  particular,  without  alteration or enlargement or
     any change whatever.
<PAGE>
Securities and/or check to be issued to:



Please insert social security or identifying number:



Name:



Street Address:



City, State and Zip Code:



Any unexercised part of the Warrant evidenced by the within Warrant to be issued
to:



Please insert social security or identifying number:



Name:



Street Address:



City, State and Zip Code:
<PAGE>
                               FORM OF ASSIGNMENT

     FOR VALUE RECEIVED the undersigned  registered holder of the within Warrant
hereby sells, assigns, and transfers unto the Assignee(s) named below (including
the  undersigned  with  respect to any part of the  Warrant  not being  assigned
hereby)  all of the right of the  undersigned  under the  within  Warrant,  with
respect to the number of shares of Common Stock set forth below:

<TABLE>
<CAPTION>
                                                 Social Security or       Number of Shares of
                                                 Other Identifying           Common Stock
Name of Assignee       Address of Assignee       Number of Assignee       Assigned to Assignee
----------------       -------------------       ------------------       --------------------
<S>                    <C>                       <C>                      <C>

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

----------------       -------------------       ------------------       --------------------
</TABLE>

and does hereby irrevocably constitute and appoint ______________________ as the
undersigned's    attorney   to   make   such    transfer   on   the   books   of
______________________ Wavetech International, Inc. maintained for that purpose,
with full power of substitution in the premises.

Date:  ______________, ____

                                        ----------------------------------------
                                        (Signature of Owner)(1)

                                        ----------------------------------------
                                        (Street Address)

                                        ----------------------------------------
                                        (City)             (State)    (Zip Code)

----------
(1)  The signature must correspond with the name as written upon the face of the
     within Warrant in every  particular,  without  alteration or enlargement or
     any change whatever.