Exhibit 4.2

                             EXTENSION AGREEMENT
                             -------------------

      This EXTENSION AGREEMENT ("Agreement") is entered into effective
      as of March 8, 2007 (the "Effective Date"), by and between Charger
      Investments, LLC a California limited liability Corporation ("Charger"
      or "Lender") and Rapid Link Incorporated, a Delaware corporation
      ("Rapid Link" or the "Company").

                               R E C I T A L S:

      A.   Rapid Link executed and delivered to Lender that certain 10%
           Secured Convertible Debenture (the "Debenture") dated March 8,
           2006, payable to the order of Lender in the principal amount of
           $400,000; and

      B.   Lender and Rapid Link executed that certain Security Agreement
           (the "Security Agreement") dated of even date with the Debenture,
           to secure the payment of the Debenture and performance by Rapid
           Link of the other obligations set forth in the Debenture; and

      C.   Rapid Link executed and delivered to Lender that certain Common
           Stock Purchase Warrant (the "Warrant") dated March 8, 2006,
           whereby Lender became entitled, for a term of five (5) years, to
           subscribe for and purchase from Rapid Link shares of common stock
           (the "Warrant Shares") upon the terms and subject to the
           conditions set forth in the Warrant; and

      D.   Lender and Rapid Link executed that certain Securities Purchase
           Agreement (the "Securities Purchase Agreement") dated of even date
           with the Debenture and the Warrant, whereby Rapid Link sold to
           Lender the Debenture and the Warrant for an aggregate amount of
           FOUR HUNDRED THOUSAND and NO/100 DOLLARS ($400,000.00); and

      E.   Lender, Rapid Link, and Charger Investments, LLC ("Charger" or
           the "Subordinate Lender"), executed that certain Subordination
           Agreement (the "Subordination Agreement") dated of even date with
           the Debenture and Warrant, whereby the obligations created in the
           Subordinate Loan Documents (as defined in the Subordination
           Agreement) were subordinated to the obligations created by the
           Loan Documents (as defined below); and

      F.   All of the above documents are hereinafter collectively referred
           to herein as the "Loan Documents"; and

      G.   Rapid Link and Lender have agreed to extend the maturity date of
           the Debenture by one year (the "Extension") upon and subject to
           the satisfaction of the terms and conditions contained herein; and


      NOW, THEREFORE, for and in consideration of the premises and the mutual
 covenants and agreements contained herein, and for other good and valuable
 consideration, the receipt and sufficiency of which are hereby acknowledged,
 Lender and Rapid Link hereby agree as follows:

      1.   Recitals.  The above recitals serve as the basis for this
           Agreement, and are incorporated herein and made a part hereof for
           all purposes.  Rapid Link and Lender each hereby acknowledge the
           above recitals to be true and correct as of the date hereof and
           are incorporated herein and made a part hereof for all purposes.
           The recitals are a substantive, contractual part of this
           Agreement.

      2.   Extension of Terms. Effective as of the Effective Date, the
           following modifications shall be deemed made to the Loan
           Documents:

           (a)  the Maturity Date of the Debenture, as that term is defined
                in the Debenture, shall be extended to the earlier of (i)
                March 8, 2008; or (ii) the consummation of a Change of
                Control Transaction, as that term is defined in the Loan
                Documents (the "New Maturity Date"); and

           (b)  the Termination Date of the Warrant, as that term is defined
                in the Warrant, shall be extended to March 8, 2012.

      3.   Additional Warrant  Shares.  In consideration  of  the  Extension,
           Rapid Link shall  grant to Lender  additional warrant shares  (the
           "Additional Warrant  Shares") in  accordance  with the  terms  and
           conditions of the Common Stock Purchase Warrant attached hereto as
           Exhibit "A"  (the "New  Warrant"). The  Additional Warrant  Shares
           described in Clause (b) in the  first page of the New Warrant  are
           in addition to the Warrant Shares  described in Clause (c) in  the
           first page of the Warrant.

      4.   Affirmation of Security.  Rapid Link hereby renews, but does not
           extinguish, the security interests created and evidenced by the
           Security Agreement and the other Loan Documents. Rapid Link
           covenants to observe, comply with and perform each of the terms
           and provisions of the Loan Documents, as modified hereby.

      5.   Confirmation of Subordination Agreement.     Charger hereby
           acknowledges that the terms and provisions of the Subordination
           Agreement remain in full force and effect, and that the
           Subordinate Loan Documents remain subordinate to the Loan
           Documents, as modified hereby.

      6.   Acknowledgment by Rapid Link.  Except as otherwise specified
           herein, the terms and provisions hereof shall in no manner impair,
           limit, restrict or otherwise affect the obligations of Rapid Link
           to Lender, as evidenced by the Loan Documents.  Rapid Link hereby
           acknowledges, agrees and represents that (i) Lender has extended
           the term of the Debenture and Rapid Link is indebted to Lender
           pursuant to the terms of the Debenture for the extended term,
           which ends on the New Maturity Date; (ii) Rapid Link has agreed,
           in consideration of the Extension, to grant to Lender the
           Additional Warrant Shares in accordance with the terms of the New
           Warrant, (iii) the security interests created and evidenced by the
           Loan Documents are valid and subsisting security interests of the
           respective dignity and priority recited in the Loan Documents;
           (iv) there are no claims or offsets against, or defenses or
           counterclaims to, the terms or provision of the Loan Documents,
           and the other obligations created or evidenced by the Loan
           Documents, as modified hereby; (v) Rapid Link has no claims,
           offsets, defenses or counterclaims arising from any Lender's acts
           or omissions with respect to the Loan Documents or Lender's
           performance under the Loan Documents; (vi) the representations and
           warranties contained in the Loan Documents are true and correct
           representations and warranties of Rapid Link, as of the date
           hereof; (vii) Lender is not in default and no event has occurred
           which, with the passage of time, giving of notice, or both, would
           constitute a default by Lender of Lender's obligations under the
           terms and provisions of the Loan Documents; and (viii) Lender has
           no obligation to advance any additional funds to Rapid Link or any
           other party pursuant to the Loan Documents.

      7.   No Waiver of Remedies.  Except as may be expressly set forth
           herein, nothing contained in this Agreement shall prejudice, act
           as, or be deemed to be a waiver of any right or remedy available
           to Lender by reason of the occurrence or existence of any fact,
           circumstance or event constituting a default under the Loan
           Documents.

      8.   Omitted

      9.   Additional Documentation.  From time to time, Rapid Link shall
           execute or procure and deliver to Lender such other and further
           documents and instruments evidencing, securing or pertaining to
           the Loan Documents as shall be reasonably requested by Lender so
           as to evidence or effect the terms and provisions hereof.  Upon
           Lender's request, Rapid Link shall cause to be delivered to
           Lender an opinion of counsel, satisfactory to Lender as to form,
           substance and rendering attorney, opining to (i) the validity and
           enforceability of this Agreement and the terms and provisions
           hereof, and any other agreement executed in connection with the
           transaction contemplated hereby; (ii) the authority of Rapid
           Link, and any constituents of Rapid Link, to execute, deliver
           and perform its or their respective obligations under the Loan
           Documents, as hereby modified; and (iii) such other matters as
           reasonably requested by Lender.

      10.  Effectiveness of the Loan Documents.  Except as expressly modified
           by the terms and provisions hereof, each of the terms and
           provisions of the Loan Documents are hereby ratified and shall
           remain in full force and effect, as modified hereby.

      11.  Governing Law.  THE TERMS AND PROVISIONS HEREOF SHALL BE GOVERNED
           BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
           CALIFORNIA, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN.

      12.  Time.  Time is of the essence in the performance of the covenants
           contained herein and in the Loan Documents.

      13.  Binding Agreement.  This Agreement shall be binding upon the
           heirs, executors, administrators, personal representatives,
           successors and assigns of the parties hereto.

      14.  Headings.  The section headings hereof are inserted for
           convenience of reference only and shall in no way alter, amend,
           define or be used in construction or interpretation of the text
           of such section.

      15.  Construction.  Whenever the context hereof so requires, reference
           to the singular shall include the plural and likewise, the plural
           shall include the singular; words denoting gender shall be
           construed to mean the masculine, feminine or neuter, as
           appropriate; and specific enumeration shall not exclude the
           general, but shall be construed as cumulative of the general
           recitation.

      16.  Severability.  If any clause or provision of this Agreement is or
           should ever be held to be illegal, invalid or unenforceable under
           any present or future law applicable to the terms hereof, then and
           in that event, it is the intention of the parties hereto that the
           remainder of this Agreement shall not be affected thereby, and
           that in lieu of each such clause or provision of this Agreement
           that is illegal, invalid or unenforceable, such clause or
           provision shall be judicially construed and interpreted to be as
           similar in substance and content to such illegal, invalid or
           unenforceable clause or provision, as the context thereof would
           reasonably suggest, so as to thereafter be legal, valid and
           enforceable.

      17.  Counterparts.  To facilitate execution, this Agreement may be
           executed in as many counterparts as may be convenient or required.
            It shall not be necessary that the signature and acknowledgment
           of, or on behalf of, each party, or that the signature and
           acknowledgment of all persons required to bind any party, appear
           on each counterpart.  All counterparts shall collectively
           constitute a single instrument.  It shall not be necessary in
           making proof of this Agreement to produce or account for more
           than a single counterpart containing the respective signatures and
           acknowledgment of, or on behalf of, each of the parties hereto.
           Any signature and acknowledgment page to any counterpart may be
           detached from such counterpart without impairing the legal effect
           of the signatures and acknowledgments thereon and thereafter
           attached to another counterpart identical thereto except having
           attached to it additional signature and acknowledgment pages.

      18.  Notice of Final Agreement.  THIS EXTENSION AND THE OTHER LOAN
           DOCUMENTS EMBODY THE FINAL, ENTIRE AGREEMENT AMONG THE PARTIES
           HERETO AND THERETO AND SUPERSEDE ANY AND ALL PRIOR COMMITMENTS,
           AGREEMENTS, REPRESENTATIONS, AND UNDERSTANDINGS, WHETHER WRITTEN
           OR ORAL, RELATING TO THE SUBJECT MATTER HEREOF AND THEREOF
           AND MAY NOT BE CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR,
           CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OF
           THE PARTIES HERETO OR THERETO.  THERE ARE NO ORAL AGREEMENTS AMONG
           THE PARTIES HERETO OR THERETO.  THE PROVISIONS OF THIS
           MODIFICATION AND THE OTHER LOAN DOCUMENTS MAY BE AMENDED OR WAIVED
           ONLY BY AN INSTRUMENT IN WRITING SIGNED BY THE RESPECTIVE PARTIES
           TO SUCH DOCUMENTS.


                     {See next page for signature pages}

           EXECUTED effective as of the date first above written:

                                    LENDER:

                                    CHARGER INVESTMENTS, LLC

                                    By:    JERRY CRUMPLER
                                           GENERAL PARTNER


                                    By:    /s/Jerry Crumpler
                                           -----------------------------
                                    Name:  Jerry Crumpler
                                    Title: Authorized Signatory


                                    RAPID LINK:

                                    RAPID LINK INCORPORATED


                                    By:    /s/ John Jenkins
                                           -----------------------------
                                    Name:  John Jenkins
                                    Title: Chief Executive Officer

<PAGE>

                                 EXHIBIT "A"

 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY 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 THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
 ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
 EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO
 AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
 REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH
 APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL
 TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY
 ACCEPTABLE TO THE COMPANY.  THIS SECURITY AND THE SECURITIES ISSUABLE UPON
 EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE
 MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES AS PERMITTED BY LAW
 AND THE SECURITIES PURCHASE AGREEMENT PURSUANT TO WHICH THE SECURITIES WERE
 ISSUED.

                        COMMON STOCK PURCHASE WARRANT                   NO. 2

                    To Purchase Shares of Common Stock of

                           RAPID LINK INCORPORATED

      This COMMON STOCK PURCHASE WARRANT (this "Warrant") certifies that, for
 value received, CHARGER  GROWTH FUND, L.P.,  a Delaware limited  partnership
 (the "Holder"), is entitled, upon the  terms and subject to the  limitations
 on exercise and  the conditions  hereinafter set forth,  at any  time on  or
 after the date hereof, March 8,  2007 (the "Initial Exercise Date"), and  on
 or prior to the close  of business on the  fifth anniversary of the  Initial
 Exercise Date (the "Termination Date"), to  subscribe for and purchase  from
 RAPID LINK INCORPORATED, a Delaware corporation (the "Company"), such number
 of shares of common  stock, par value  $001 per share,  of the Company  (the
 "Common Stock"),  subject to  adjustment herein  (the "Warrant  Shares")  as
 follows:

           a)   800,000 at an Exercise Price equal to $.10; plus

           b)   an additional 20,000 per month to vest and become exercisable
 on the last day  of each Rapid  Link fiscal quarter  prior to the  Company's
 satisfaction in full of the Debenture,  or the Holder's complete  conversion
 thereof, as the case may be, such  Warrant Shares to have an Exercise  Price
 equal to $.10 per share.

      Section 1.     Definitions.  Capitalized terms  used and not  otherwise
 defined herein shall have the meanings set forth in that certain  Securities
 Purchase Agreement (the "Purchase Agreement"), dated March 8, 2006,  entered
 into by and among the Company and the Holder.

      Section 2.     Exercise.

           a) Exercise   of  Warrant.    Exercise   of  the  purchase  rights
      represented by this  Warrant may be  made at any  time or  times on  or
      after the Initial Exercise Date and  on or before the Termination  Date
      (each, an  "Exercise  Date") by  delivery  to  the Company  of  a  duly
      executed facsimile copy of the Notice of Exercise Form annexed   hereto
      (or such other office or agency of  the Company as it may designate  by
      notice in  writing to  the registered  Holder at  the address  of  such
      Holder appearing  on  the books  of  the Company);  provided,  however,
      within five  Business Days  of  the date  said  Notice of  Exercise  is
      delivered to  the  Company,  the Holder  shall  have  surrendered  this
      Warrant to the Company and the Company shall have received  payment  of
      the aggregate Exercise Price  of the shares  thereby purchased by  wire
      transfer or cashier's check drawn on a United States bank.

                 Exercise Price.   The Exercise  Price (so  called herein) of
 each share of Common Stock under this  Warrant shall be equal to the  amount
 set forth  above in  the paragraph  immediately preceding  Section 1.    Any
 reference to the Exercise  Price herein shall relate  to the Exercise  Price
 relevant to such Warrant Shares as described above.

           b) Cashless Exercise.  If at any time after one year from the date
      of  issuance  of  this  Warrant  there  is  no  effective  Registration
      Statement registering the resale of the  Warrant Shares by the  Holder,
      then this Warrant  may also be  exercised at such  time by  means of  a
      "cashless exercise" in which the Holder shall be entitled to receive  a
      certificate for  the number  of Warrant  Shares equal  to the  quotient
      obtained by dividing [(A-B) (X)] by (A), where:

                (A) = the price of said Common Stock determined by reference
                to the last reported sale price for the Common Stock on such
                day on the principal securities exchange on which the Common
                Stock is listed or admitted to trading or if no such sale
                takes place on such date, the average of the closing bid and
                asked prices thereof as officially reported, or, if not so
                listed or admitted to trading on any securities exchange,
                the last sale price for the Common Stock on the National
                Association of Securities Dealers national market system on
                such date, or, if there shall have been no trading on such
                date or if the Common Stock shall not be listed on such
                system, the average of the closing bid and asked prices in
                the over-the-counter market as furnished by any NASD member
                firm selected from time to time by the Company for such
                purpose or, if the Common Stock is not traded, then such
                price as is reasonably determined by the Company's Board
                of Directors (the "Market Value");

                (B) = the Exercise Price of this Warrant, as adjusted; and

                (X) = the number of Warrant Shares issuable upon exercise of
                this Warrant in accordance with the terms of this Warrant by
                means of a cash exercise rather than a cashless exercise.

            Notwithstanding anything herein to the contrary, on the
      Termination Date, this Warrant shall be automatically exercised via
      cashless exercise pursuant to this Section 2(c).

           c) Exercise  Limitations.  The Holder shall  not have the right to
      exercise any  portion  of  this  Warrant,  pursuant  to  Section  2  or
      otherwise, to  the extent  that after  giving effect  to such  issuance
      after exercise, the Holder (together with the Holder's affiliates),  as
      set forth on the applicable Notice of Exercise, would beneficially  own
      in excess of 4.99% (or as applicable, 9.99%) of the number of shares of
      the Common Stock  outstanding immediately after  giving effect to  such
      issuance.  For purposes of the  foregoing determination, the number  of
      shares of  Common  Stock  beneficially owned  by  the  Holder  and  its
      affiliates shall include the number of shares of Common Stock  issuable
      upon such exercise of this Warrant less the number of shares of  Common
      Stock which  would be  issuable upon  (A)  exercise of  the  remaining,
      nonexercised portion of this Warrant and (B) exercise or conversion  of
      the  unexercised  or  unconverted  portion  of  any  other   Securities
      (including, without  limitation,  any  other  Debentures  or  Warrants)
      subject to  a limitation  on conversion  or exercise  analogous to  the
      limitation contained herein beneficially  owned by the Holder.   Except
      as set forth in  the preceding sentence, for  purposes of this  Section
      2(c), beneficial  ownership  shall  be calculated  in  accordance  with
      Section 13(d) of the Exchange Act.   To the extent that the  limitation
      contained in this  Section 2(c) applies,  the determination of  whether
      this Warrant is exercisable (in relation  to other securities owned  by
      the Holder) and of which a portion of this Warrant is exercisable shall
      be in the sole discretion of such Holder.  For purposes of this Section
      2(c), in determining the number of outstanding shares of Common  Stock,
      the Holder may rely on the number of outstanding shares of Common Stock
      as reflected in (x)  Schedule 3.1(g) to the  Purchase Agreement, (y)  a
      more recent  public announcement  by the  Company, including  the  most
      recent annual or quarterly report of  Form 10-KSB or 10-QSB filed  with
      the Commission; or (z) any other notice by the Company or the Company's
      transfer agent  setting forth  the number  of  shares of  Common  Stock
      outstanding.  Upon  the written  or oral  request  of the  Holder,  the
      Company shall within two Business Days confirm orally and in writing to
      the Holder the number of shares of Common Stock then outstanding.   The
      provisions of this Section  2(c) may be waived  by the Holder upon,  at
      the election of the Holder, not less than 61 days' prior notice to  the
      Company, and  the provisions  of this  Section 2(c)  shall continue  to
      apply until such  61st day (or  such later date,  as determined by  the
      Holder, as may be specified in such notice of waiver).

           d) Mechanics of Exercise.

                     i. Authorization   of  Warrant  Shares.     The  Company
                covenants that all  Warrant Shares which  may be issued  upon
                the exercise  of  the  purchase rights  represented  by  this
                Warrant  will,   upon  exercise   of  the   purchase   rights
                represented by  this  Warrant, be  duly  authorized,  validly
                issued, fully  paid  and  non-assessable and  free  from  all
                taxes, liens and charges in  respect of the issuance  thereof
                (other than  taxes  in  respect  of  any  transfer  occurring
                contemporaneously with such issuance).  The Company covenants
                that during the  period the Warrant  is outstanding, it  will
                reserve from  its  authorized  and unissued  Common  Stock  a
                sufficient number of  shares to provide  for the issuance  of
                the Warrant Shares upon the  exercise of any purchase  rights
                under this Warrant.  The  Company further covenants that  its
                issuance of this Warrant  shall constitute full authority  to
                its officers who are charged with the duty of executing stock
                certificates to execute and issue the necessary  certificates
                for the  Warrant Shares  upon the  exercise of  the  purchase
                rights under this Warrant.   The Company  will take all  such
                reasonable action as  may be  necessary to  assure that  such
                Warrant Shares  may  be  issued as  provided  herein  without
                violation of  any applicable  law or  regulation, or  of  any
                requirements of  the Trading  Market  upon which  the  Common
                Stock may be listed.

                     ii.    Delivery    of   Certificates    Upon   Exercise.
                Certificates  for   shares  purchased   hereunder  shall   be
                transmitted by  the  transfer agent  of  the Company  to  the
                Holder by crediting the account of the Holder's prime  broker
                with  the  Depository  Trust  Company  through  its   Deposit
                Withdrawal Agent Commission ("DWAC") system if the Company is
                a participant in such system and  if the certificates may  be
                issued  without  a  restrictive  legend  in  accordance  with
                applicable federal securities laws, and otherwise by physical
                delivery to the address specified by the Holder in the Notice
                of Exercise within two (2) Business Days from the delivery to
                the Company of the Notice of Exercise Form, surrender of this
                Warrant and payment  of the aggregate  Exercise Price as  set
                forth above ("Warrant  Share Delivery Date").   This  Warrant
                shall be  deemed  to have  been  exercised on  the  date  the
                Exercise Price  is  received by  the  Company.   The  Warrant
                Shares shall be deemed to have been issued, and Holder or any
                other person  so  designated to  be  named therein  shall  be
                deemed to have become a holder  of record of such shares  for
                all purposes, as of the date  the Warrant has been  exercised
                by payment to the Company of the Exercise Price and all taxes
                required to  be  paid by  the  Holder, if  any,  pursuant  to
                Section 2(d)(vii) prior to the issuance of such shares,  have
                been paid.

                     iii. Delivery  of New Warrants  Upon Exercise.  If  this
                Warrant shall have been exercised in part, the Company shall,
                at the time  of delivery of  the certificate or  certificates
                representing Warrant Shares, deliver to Holder a new  Warrant
                evidencing the rights of  Holder to purchase the  unpurchased
                Warrant Shares called for by this Warrant, which new  Warrant
                shall in all other respects be identical with this Warrant.

                     iv.  Rescission  Rights.  If  the Company fails to cause
                its transfer agent to transmit to the Holder a certificate or
                certificates representing the Warrant Shares pursuant to this
                Section 2(d)(iv) by the Warrant Share Delivery Date, then the
                Holder will have the right to rescind such exercise.

                     v. Failure to Timely Deliver Certificates Upon Exercise.
                 In addition to any other rights available to the Holder,  if
                the Company or  the Company's transfer  agent fails to  cause
                delivery to  the  Holder  of a  certificate  or  certificates
                representing the  Warrant Shares  or if  the Company  or  its
                transfer agent fails to deliver such certificates without the
                restrictive legend (if applicable)  on or before the  Warrant
                Share Delivery Date, the Company  shall pay to Purchaser,  in
                cash, as partial liquidated damages and not as a penalty, the
                greater of (i) $500 for each  Business Day after the  Warrant
                Share Delivery Date until such certificate is delivered  with
                an appropriate legend or without a restrictive legend, as the
                case may be; and (ii) the  difference in the Market Value  of
                the Warrant Shares on the Warrant Share Delivery Date and the
                date  such  shares  are  actually  received  by  the  Holder.
                Nothing herein shall limit Purchaser's right to pursue actual
                damages for  the Company's  failure to  deliver  certificates
                representing any Securities as required herein, and Purchaser
                shall have the right to pursue  all remedies available to  it
                at law or in equity  including, without limitation, a  decree
                of specific performance and/or injunctive relief.

                     vi. No Fractional Shares or Scrip.  No fractional shares
                or scrip representing fractional shares shall be issued  upon
                the exercise of this Warrant.  As to any fraction of a  share
                which Holder  would otherwise  be entitled  to purchase  upon
                such exercise, the Company shall round such fractional  share
                up to the next whole number.

                     vii. Charges,   Taxes   and  Expenses.      Issuance  of
                certificates for Warrant Shares shall be made without  charge
                to the  Holder  for  any  issue  or  transfer  tax  or  other
                incidental  expense  in  respect  of  the  issuance  of  such
                certificate, all of which taxes and expenses shall be paid by
                the Company, and  such certificates  shall be  issued in  the
                name of  the  Holder or  in  such name  or  names as  may  be
                directed by the Holder; provided, however, that in the  event
                certificates for Warrant Shares  are to be  issued in a  name
                other  than  the  name  of  the  Holder,  this  Warrant  when
                surrendered  for  exercise  shall   be  accompanied  by   the
                Assignment Form attached hereto duly executed by the  Holder;
                and the  Company may  require, as  a condition  thereto,  the
                payment of a sum sufficient to reimburse it for any  transfer
                tax incidental thereto.

                     viii. Closing of  Books.  The Company will not close its
                stockholder books or records in any manner which prevents the
                timely exercise  of  this  Warrant,  pursuant  to  the  terms
                hereof.

      Section 3.     Certain Adjustments.

           a) Stock  Dividends and Splits. If the  Company, at any time while
      this Warrant is  outstanding: (A) pays  a stock  dividend or  otherwise
      make a distribution or distributions on  shares of its Common Stock  or
      any other equity or equity equivalent  securities payable in shares  of
      Common Stock  (which, for  avoidance of  doubt, shall  not include  any
      shares of Common Stock issued by the Company pursuant to this Warrant),
      (B) subdivides outstanding shares of Common Stock into a larger  number
      of shares,  (C) combines  (including by  way  of reverse  stock  split)
      outstanding shares of Common Stock into a smaller number of shares,  or
      (D) issues by reclassification of shares of the Common Stock any shares
      of capital stock of the Company,  then in each case the Exercise  Price
      shall be multiplied by a fraction  of which the numerator shall be  the
      number of shares of  Common Stock (excluding  treasury shares, if  any)
      outstanding before such event and of which the denominator shall be the
      number of shares of Common Stock  outstanding after such event and  the
      number of  shares  issuable upon  exercise  of this  Warrant  shall  be
      proportionately adjusted.  Any adjustment made pursuant to this Section
      3(a) shall become effective immediately after  the record date for  the
      determination of  stockholders entitled  to  receive such  dividend  or
      distribution and shall become effective immediately after the effective
      date in the case of a subdivision, combination or re-classification.

           b) Subsequent Equity  Sales. If the Company at any time while this
      Warrant is outstanding, shall offer, sell, grant any option to purchase
      or offer,  sell  or grant  any  right  to reprice  its  securities,  or
      otherwise dispose  of  or issue    any  Common Stock  or  Common  Stock
      Equivalents entitling any Person to acquire shares of Common Stock,  at
      an effective price per  share less than the  then Exercise Price  (such
      lower price, the "Base Share Price" and such issuances collectively,  a
      "Dilutive Issuance"),  as  adjusted hereunder  (if  the holder  of  the
      Common Stock or Common Stock Equivalents  so issued shall at any  time,
      whether by operation of  purchase price adjustments, reset  provisions,
      floating conversion, exercise or exchange  prices or otherwise, or  due
      to warrants, options or rights per share which is issued in  connection
      with such issuance, be entitled to receive shares of Common Stock at an
      effective price per share which is  less than the Exercise Price,  such
      issuance shall be deemed  to have occurred for  less than the  Exercise
      Price), then, the  Exercise Price shall  be reduced to  equal the  Base
      Share Price.  Such adjustment shall be made whenever such Common  Stock
      or Common Stock Equivalents are issued.   The Company shall notify  the
      Holder in  writing,  no  later than  the  Business  Day  following  the
      issuance of any  Common Stock or  Common Stock  Equivalents subject  to
      this section, indicating therein the  applicable issuance price, or  of
      applicable reset  price, exchange  price,  conversion price  and  other
      pricing terms  (such  notice  the "Dilutive  Issuance  Notice").    For
      purposes of  clarification,  whether  or not  the  Company  provides  a
      Dilutive Issuance  Notice  pursuant  to this  Section  3(b),  upon  the
      occurrence of any Dilutive  Issuance, after the  date of such  Dilutive
      Issuance the Holder is entitled to  receive a number of Warrant  Shares
      based upon  the  Base Share  Price  regardless of  whether  the  Holder
      accurately refers to the Base Share Price in the Notice of Exercise.

           c) Pro  Rata Distributions.  If the Company,  at any time prior to
      the Termination Date, shall distribute to  all holders of Common  Stock
      (and not to Holders of the  Warrants) evidences of its indebtedness  or
      assets or rights or warrants to subscribe for or purchase any  security
      other than the Common Stock (which  shall be subject to Section  3(b)),
      then in  each  such  case  the Exercise  Price  shall  be  adjusted  by
      multiplying the  Exercise  Price in  effect  immediately prior  to  the
      record date fixed for determination of stockholders entitled to receive
      such distribution by a fraction of  which the denominator shall be  the
      closing bid price  of the Common  Stock on the  then principal  Trading
      Market determined as of the record date mentioned above (if the closing
      bid price of  the Common  Stock on  the then  principal Trading  Market
      shall then  be determinable  and otherwise  the fair  market value  per
      share as determined  by the Board  of Directors in  good faith, and  of
      which the numerator shall be such closing bid price of the Common Stock
      on the then principal Trading Market on such record date less the  then
      per share fair market value at such record date of the portion of  such
      assets or evidence  of indebtedness  so distributed  applicable to  one
      outstanding share of  the Common Stock  as determined by  the Board  of
      Directors in  good faith.   In  either case  the adjustments  shall  be
      described in a  statement provided  to the  Holders of  the portion  of
      assets or evidences of indebtedness so distributed or such subscription
      rights applicable to one share of Common Stock.  Such adjustment  shall
      be made  whenever  any  such distribution  is  made  and  shall  become
      effective immediately after the record date mentioned above.

           d) Fundamental Transaction.  If, at any time while this Warrant is
      outstanding, there  occurs a  Fundamental Transaction,  then, upon  any
      subsequent conversion of this Warrant, the Holder shall have the  right
      to receive, for each Warrant Share  that would have been issuable  upon
      such exercise absent such Fundamental Transaction, at the option of the
      Holder, (a) upon  exercise of  this Warrant,  the number  of shares  of
      Common Stock  of  the successor  or  acquiring corporation  or  of  the
      Company,  if   it  is   the   surviving  corporation,   and   Alternate
      Consideration receivable upon  or as a  result of such  reorganization,
      reclassification, merger, consolidation or  disposition of assets by  a
      Holder of the number of shares  of Common Stock for which this  Warrant
      is exercisable immediately prior to such event or (b) if the Company is
      acquired in an all  cash transaction, cash equal  to the value of  this
      Warrant as determined by the difference between the applicable Exercise
      Price and the amount of cash paid per share to the shareholders of  the
      Company (the  "Alternate Consideration").   For  purposes of  any  such
      exercise,  the   determination  of   the   Exercise  Price   shall   be
      appropriately adjusted to apply  to such Alternate Consideration  based
      on the amount  of Alternate Consideration  issuable in  respect of  one
      share of Common Stock in such Fundamental Transaction, and the  Company
      shall apportion the Exercise Price among the Alternate Consideration in
      a reasonable  manner reflecting  the relative  value of  any  different
      components of the Alternate Consideration.  If holders of Common  Stock
      are given  any choice  as to  the securities,  cash or  property to  be
      received in a Fundamental Transaction, then  the Holder shall be  given
      the same choice as to the Alternate Consideration it receives upon  any
      exercise of this  Warrant following such  Fundamental Transaction.   To
      the extent  necessary  to  effectuate  the  foregoing  provisions,  any
      successor to  the  Company  or surviving  entity  in  such  Fundamental
      Transaction shall issue to the Holder a new warrant consistent with the
      foregoing provisions and evidencing the Holder's right to exercise such
      warrant into  Alternate  Consideration.  The  terms  of  any  agreement
      pursuant to which a Fundamental  Transaction is effected shall  include
      terms requiring any such successor or  surviving entity to comply  with
      the provisions of this Section 3(d) and insuring that this Warrant  (or
      any such  replacement security)  will be  similarly adjusted  upon  any
      subsequent transaction analogous to a Fundamental Transaction.

           e) Exempt Issuance. Notwithstanding the foregoing, no adjustments,
      Alternate Consideration, nor  notices shall  be made,  paid, or  issued
      under this Section 3 in respect of an Exempt Issuance.

           f) Calculations.  All calculations under  this Section  3 shall be
      made to the nearest cent or the nearest 1/100th of a share, as the case
      may be. The number of shares  of Common Stock outstanding at any  given
      time shall not includes shares of Common Stock owned or held by or  for
      the account of the Company, and  the description of any such shares  of
      Common Stock shall be considered  on issue or sale  of Common  Stock.
      For purposes of this  Section 3, the number  of shares of Common  Stock
      deemed to be issued and outstanding as of a given date shall be the sum
      of the number of shares of Common Stock (excluding treasury shares,  if
      any) issued and outstanding.

           g) Voluntary  Adjustment By Company.  The Company may  at any time
      during the term of this Warrant reduce the then current Exercise  Price
      to any amount  and for  any period of  time deemed  appropriate by  the
      Board of Directors of the Company.

           h) Intentionally Omitted.

           i) Notice to Holders.

                     i.  Adjustment to Exercise Price.  Whenever the Exercise
                Price is adjusted  pursuant to  this Section  3, the  Company
                shall promptly mail to each Holder a notice setting forth the
                Exercise Price  after such  adjustment  and setting  forth  a
                brief statement of  the facts requiring  such adjustment.  If
                the Company  issues a  variable  rate security,  the  Company
                shall be deemed to have issued  Common Stock or Common  Stock
                Equivalents at  the lowest  possible conversion  or  exercise
                price at which such securities may be converted or  exercised
                in the case of a Variable Rate Transaction (as defined in the
                Purchase Agreement), or the lowest possible adjustment  price
                in  the  case  of  an  MFN   Transaction.    The  term   "MFN
                Transaction" shall mean  a transaction in  which the  Company
                issues  or  sells  any   securities  in  a  capital   raising
                transaction or series of related transactions which grants to
                an investor the right to receive additional shares based upon
                future transactions of  the Company on  terms more  favorable
                than those granted to such investor in such offering.

                     ii. Notice  to  Allow  Exercise by  Holder.  If  (A) the
                Company shall declare a dividend (or any other  distribution)
                on the Common Stock; (B) the Company shall declare a  special
                nonrecurring cash dividend on or  a redemption of the  Common
                Stock; (C) the  Company shall authorize  the granting to  all
                holders of the Common Stock  rights or warrants to  subscribe
                for or purchase any shares of  capital stock of any class  or
                of any rights; (D)  the approval of  any stockholders of  the
                Company  shall   be   required   in   connection   with   any
                reclassification of the  Common Stock,  any consolidation  or
                merger to which the Company is a party, any sale or  transfer
                of all or substantially all of the assets of the Company,  of
                any compulsory  share exchange  whereby the  Common Stock  is
                converted into other  securities, cash or  property; (E)  the
                Company  shall   authorize  the   voluntary  or   involuntary
                dissolution, liquidation or winding up of the affairs of  the
                Company; then, in each  case, the Company  shall cause to  be
                mailed to the Holder at its  last address as it shall  appear
                upon the  Warrant  Register  of  the  Company,  at  least  20
                calendar days  prior to  the applicable  record or  effective
                date hereinafter specified, a notice stating (x) the date  on
                which a  record  is to  be  taken  for the  purpose  of  such
                dividend, distribution, redemption, rights or warrants, or if
                a record is not to be taken, the date as of which the holders
                of the  Common  Stock  of  record  to  be  entitled  to  such
                dividend, distributions, redemption,  rights or warrants  are
                to  be   determined   or  (y)   the   date  on   which   such
                reclassification, consolidation,  merger, sale,  transfer  or
                share exchange is expected to become effective or close,  and
                the date  as of  which it  is expected  that holders  of  the
                Common Stock of  record shall be  entitled to exchange  their
                shares of  the Common  Stock for  securities, cash  or  other
                property    deliverable    upon    such     reclassification,
                consolidation, merger,  sale,  transfer  or  share  exchange;
                provided, however that the failure to mail such notice or any
                defect therein or in the mailing thereof shall not affect the
                validity of the corporate action required to be specified  in
                such notice.  The Holder is entitled to exercise this Warrant
                during the 20-day period commencing  the date of such  notice
                to the effective date of the event triggering such notice.

      Section 4.     Transfer of Warrant.

           a) Transferability.    Subject to  compliance with  any applicable
      securities laws and the conditions set forth in Sections 5(a) and  4(d)
      hereof and to the provisions of Section 4.1 of the Purchase  Agreement,
      this Warrant and all rights hereunder are transferable, in whole or  in
      part, upon surrender  of this Warrant  at the principal  office of  the
      Company,  together   with  a   written  assignment   of  this   Warrant
      substantially in the form attached hereto  duly executed by the  Holder
      or its agent or attorney and funds sufficient to pay any transfer taxes
      payable upon the making of such transfer.  Upon such surrender and,  if
      required, such payment,  the Company shall  execute and  deliver a  new
      Warrant or Warrants in the name of the assignee or assignees and in the
      denomination  or  denominations   specified  in   such  instrument   of
      assignment, and shall issue  to the assignor  a new Warrant  evidencing
      the portion of  this Warrant not  so assigned, and  this Warrant  shall
      promptly be  cancelled.    A Warrant,  if  properly  assigned,  may  be
      exercised by a new  holder for the purchase  of Warrant Shares  without
      having a new Warrant issued.

           b) New  Warrants. This  Warrant  may be  divided or  combined with
      other Warrants upon presentation hereof at the aforesaid office of  the
      Company, together  with  a  written notice  specifying  the  names  and
      denominations in which  new Warrants are  to be issued,  signed by  the
      Holder or its agent  or attorney.  Subject  to compliance with  Section
      4(a), as to  any transfer  which may be  involved in  such division  or
      combination, the Company  shall execute and  deliver a  new Warrant  or
      Warrants in  exchange for  the Warrant  or Warrants  to be  divided  or
      combined in accordance with such notice.

           c) Warrant Register. The Company shall register this Warrant, upon
      records to be maintained by the Company for that purpose (the  "Warrant
      Register"), in the name of the record Holder hereof from time to  time.
      The Company may deem and treat  the registered Holder  of this  Warrant
      as the absolute owner hereof for the purpose of any exercise hereof  or
      any distribution  to the  Holder, and  for all  other purposes,  absent
      actual notice to the contrary.

           d) Transfer Restrictions. If, at the time of the surrender of this
      Warrant in connection with any transfer  of this Warrant, the  transfer
      of this  Warrant  shall not  be  registered pursuant  to  an  effective
      registration statement under  the Securities Act  and under  applicable
      state securities  or blue  sky  laws, the  Company  may require,  as  a
      condition of allowing such transfer (i)  that the Holder or  transferee
      of this Warrant, as the case may  be, furnish to the Company a  written
      opinion of counsel (which opinion shall be in form, substance and scope
      customary for opinions  of counsel in  comparable transactions) to  the
      effect that such transfer  may be made  without registration under  the
      Securities Act and under applicable state securities or blue sky  laws,
      (ii) that the holder or transferee  execute and deliver to the  Company
      an investment letter in  form and substance  acceptable to the  Company
      and (iii) that the transferee be an "accredited investor" as defined in
      Rule 501(a) of Regulation D promulgated  under the Securities Act or  a
      qualified institutional  buyer as  defined in  Rule 144A(a)  under  the
      Securities Act.

      Section 5.     Covenants.

           (a)  Negative Covenants. So long as any portion of this Warrant is
 outstanding, without the prior written consent of the Holder, which  consent
 may be withheld in the sole discretion  of the Holder, the Company will  not
 and will not permit any of its Subsidiaries to directly or indirectly:

                i.   Sale of  Assets,  Dissolution,  Etc.    Transfer,  sell,
           assign, lease or otherwise dispose of all or substantially all  of
           its properties or assets, or any assets or properties necessary or
           desirable for the  proper conduct  of its  business, or  transfer,
           sell, assign  or otherwise  dispose of  any  of its  accounts,  or
           contract rights to any person or  entity, or change the nature  of
           its business, wind-up, liquidate or dissolve,  or agree to any  of
           the foregoing, other than in the ordinary course of business;

                ii.  No Further  Issuance  of  Securities.    Other  than  in
           accordance herewith or with respect to an Exempt Issuance, create,
           issue or permit the issuance of  any additional securities of  the
           Company or of any of its  Subsidiaries (including with respect  to
           any Qualifying Transaction),  if any,  or any  rights, options  or
           warrants to acquire any  such securities; provided, however,  that
           in the  event  that  Company  desires  to  issue  securities  with
           preferences or rights greater than that which the Common Stock has
           and the Holder  consents to same,  the Holder will  then have  the
           option of converting all or any  part of this Debenture into  such
           stock in lieu of the Common Stock;;

                iii. Agreement.     Enter into any  agreement obligating  the
           Company to undertake any of the matters set forth in this  Section
           5(a).

           (b)  Affirmative Covenants.    So  long as  any  portion  of  this
 Warrant is outstanding and unless the Holder otherwise consents in  writing,
 which consent may  be withheld  in the sole  discretion of  the Holder,  the
 Company will:

                i.   True Books.  Keep  true books of  record and account  in
           which full, true and  correct entries will be  made of all of  its
           dealings and  transactions,  and  set  aside  on  its  books  such
           reserves as may  be required by  GAAP, consistently applied,  with
           respect to  all taxes,  assessments,  charges, levies  and  claims
           referred to in  (a) above,  and with  respect to  its business  in
           general, and include such reserves in interim as well as  year-end
           financial statements; and

                ii.  Right of Inspection.   Permit any  person designated  by
           the Holder, at the Holder's expense,  to visit and inspect any  of
           the properties, books and financial reports of the Company, all at
           such reasonable times upon three (3) Business Days prior notice to
           the Company, and as  often as the  Holder may reasonably  request,
           provided the Holder does not unreasonably interfere with the daily
           operations of the  Company and Holder  executes a  confidentiality
           agreement.

      Section 6.     Miscellaneous.

           a) Title to Warrant.  Prior to the Termination Date and subject to
      compliance with applicable  laws and Section  4 of  this Warrant,  this
      Warrant and all rights hereunder are transferable, in whole or in part,
      at the office or agency of  the Company by the  Holder in person or  by
      duly authorized attorney, upon surrender of this Warrant together  with
      the Assignment Form annexed hereto  properly endorsed.  The  transferee
      shall sign  an  investment  letter in  form  and  substance  reasonably
      satisfactory to the Company.

           b) No Rights as Shareholder Until Exercise.  This Warrant does not
      entitle  the  Holder  to  any  voting  rights  or  other  rights  as  a
      shareholder of the  Company prior  to the  exercise hereof.   Upon  the
      surrender of this  Warrant and the  payment of  the aggregate  Exercise
      Price (or  by means  of a  cashless exercise),  the Warrant  Shares  so
      purchased shall be and  be deemed to  be issued to  such Holder as  the
      record owner of such shares as of the close of business on the later of
      the date of such surrender or payment.

           c) Loss, Theft,  Destruction or Mutilation of Warrant. The Company
      covenants that  upon  receipt by  the  Company of  evidence  reasonably
      satisfactory to it  of the loss,  theft, destruction  or mutilation  of
      this Warrant or any stock certificate  relating to the Warrant  Shares,
      and in case  of loss, theft  or destruction, of  indemnity or  security
      reasonably satisfactory to it (which, in the case of the Warrant, shall
      not  include  the  posting  of  any  bond),  and  upon  surrender   and
      cancellation of such  Warrant or stock  certificate, if mutilated,  the
      Company will make  and deliver a  new Warrant or  stock certificate  of
      like tenor and dated as of  such cancellation, in lieu of such  Warrant
      or stock certificate.

           d) Saturdays,  Sundays, Holidays, etc.   If the  last or appointed
      day for  the  taking of  any  action or  the  expiration of  any  right
      required or  granted herein  shall be  a Saturday,  Sunday or  a  legal
      holiday, then such action may be  taken or such right may be  exercised
      on the next succeeding day not a Saturday, Sunday or legal holiday.

           e) Authorized Shares.

            The Company  covenants  that  during the  period  the  Warrant is
      outstanding, it will  reserve from its  authorized and unissued  Common
      Stock a sufficient number of shares to provide for the issuance of  the
      Warrant Shares  upon the  exercise of  any purchase  rights under  this
      Warrant.   The Company  further covenants  that  its issuance  of  this
      Warrant shall constitute full authority to its officers who are charged
      with the duty of executing stock certificates to execute and issue  the
      necessary certificates for the Warrant Shares upon the exercise of  the
      purchase rights under  this Warrant.   The Company will  take all  such
      reasonable action  as may  be necessary  to  assure that  such  Warrant
      Shares may  be  issued as  provided  herein without  violation  of  any
      applicable law or  regulation, or of  any requirements  of the  Trading
      Market upon which the Common Stock may be listed.

            Except and to the extent as waived or consented to by the Holder,
      the Company shall  not by  any action,  including, without  limitation,
      amending   its   certificate   of   incorporation   or   through    any
      reorganization, transfer of assets, consolidation, merger, dissolution,
      issue or sale  of securities or  any other voluntary  action, avoid  or
      seek to avoid the observance or performance of any of the terms of this
      Warrant, but will at all times in good faith assist in the carrying out
      of all such  terms and  in the taking  of all  such actions  as may  be
      necessary or appropriate to protect the  rights of Holder as set  forth
      in this Warrant against impairment.  Without limiting the generality of
      the foregoing, the Company will (a)  not increase the par value of  any
      Warrant Shares above  the amount  payable therefor  upon such  exercise
      immediately prior to  such increase  in par  value, (b)  take all  such
      action as may be necessary or appropriate in order that the Company may
      validly and legally issue fully  paid and nonassessable Warrant  Shares
      upon the exercise of this Warrant, and (c) use commercially  reasonable
      efforts to obtain all such authorizations, exemptions or consents  from
      any public  regulatory  body  having jurisdiction  thereof  as  may  be
      necessary to enable the Company to  perform its obligations under  this
      Warrant.

            Before taking any action  which would result  in an adjustment in
      the number of Warrant Shares for  which this Warrant is exercisable  or
      in the Exercise Price, the Company shall obtain all such authorizations
      or exemptions thereof, or  consents thereto, as  may be necessary  from
      any public regulatory body or bodies having jurisdiction thereof.

           f) Jurisdiction.   All  questions   concerning  the  construction,
      validity, enforcement  and  interpretation  of this  Warrant  shall  be
      determined in accordance with the provisions of the Purchase Agreement.

           g) Restrictions.   The Holder acknowledges that the Warrant Shares
      acquired upon the  exercise of this  Warrant, if  not registered,  will
      have restrictions upon resale imposed  by state and federal  securities
      laws.

           h) Expenses.   If  the  Company willfully  and knowingly  fails to
      comply with  any  provision  of this  Warrant,  which  results  in  any
      material damages to the  Holder, the Company shall  pay to Holder  such
      amounts as  shall  be  sufficient  to  cover  any  costs  and  expenses
      including, but not  limited to, reasonable  attorneys' fees,  including
      those of appellate  proceedings, incurred by  Holder in collecting  any
      amounts due  pursuant  hereto or  in  otherwise enforcing  any  of  its
      rights, powers or remedies hereunder.

           i) Notices.   Any  notice, request  or other  document required or
      permitted to be given or delivered  to the Holder by the Company  shall
      be delivered in accordance with the  notice provisions of the  Purchase
      Agreement.

           j) Limitation  of Liability.  No  provision hereof, in the absence
      of any  affirmative  action  by Holder  to  exercise  this  Warrant  or
      purchase Warrant Shares,  and no enumeration  herein of  the rights  or
      privileges of Holder, shall  give rise to any  liability of 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.

           k) Remedies.   Holder, in  addition to being  entitled to exercise
      all rights  granted by  law, including  recovery  of damages,  will  be
      entitled to specific performance of its rights under this Warrant.  The
      Company agrees that monetary damages would not be adequate compensation
      for any loss incurred by reason of a breach by it of the provisions  of
      this Warrant and hereby agrees to  waive the defense in any action  for
      specific performance that a remedy at law would be adequate.

           l) Successors and Assigns.  Subject to applicable securities laws,
      this Warrant  and the  rights and  obligations evidenced  hereby  shall
      inure to  the benefit  of and  be binding  upon the  successors of  the
      Company and  the  successors and  permitted  assigns of  Holder.    The
      provisions of this Warrant  are intended to be  for the benefit of  all
      Holders from time to time of  this Warrant and shall be enforceable  by
      any such Holder or holder of Warrant Shares.

           m) Amendment and  Waiver.  This Warrant may be modified or amended
      only with the written consent of the Company and the Holder.  No course
      of dealing or any delay or  failure to exercise any right hereunder  on
      the part of Holder shall operate as a waiver of such right or otherwise
      prejudice Holder's rights, powers or remedies, notwithstanding the fact
      that all rights hereunder terminate on the Termination Date.

           n) Severability.    Wherever  possible,  each  provision  of  this
      Warrant shall be  interpreted in  such manner  as to  be effective  and
      valid under applicable law, but if any provision of this Warrant  shall
      be prohibited by or invalid under applicable law, such provision  shall
      be ineffective to the extent of such prohibition or invalidity, without
      invalidating  the  remainder  of  such  provisions  or  the   remaining
      provisions of this Warrant.

           o) Headings.    The headings  used  in  this Warrant  are  for the
      convenience of reference only and shall not, for any purpose, be deemed
      a part of this Warrant.

           p) Registration Rights. The Holder has certain rights with respect
      to the  registration  of  the Warrant  Shares  upon  exercise  of  this
      Warrant, such  rights  being specifically  set  forth in  the  Purchase
      Agreement entered into  by and between  Holder and the  Company on  the
      date hereof.


                           [Signature Page Follows]


        IN WITNESS WHEREOF, the Company has caused this Warrant to be
   executed by its officer thereunto duly authorized as of the date first
   written above.


                                      RAPID LINK INCORPORATED


                                      By:    /s/ John Jenkins
                                             -----------------------------
                                      Name:  John Jenkins
                                      Title: Chief Executive Officer