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





No.  W-______











SPLINTERNET
HOLDINGS, INC.


(a
Delaware corporation)





Warrant
for the Purchase of _________ Shares


of
Common Stock, par value $.001 per share





Void
after 11:59 p.m., Eastern Time, on ______________




SPLINTERNET
HOLDINGS, INC., a Delaware corporation (the “Company”), hereby certifies that
______________________ (the “Holder”), for value received, is entitled, subject
to the provisions of this Warrant, to purchase from the Company at any time, or
from time to time during the period commencing as of the date hereof and
expiring at 11:59 p.m., Eastern Time, on _________________ (the “Expiration
Date”), up to ___________fully paid and
non-assessable shares of Common Stock at a price of $_______ per share (the
“Exercise Price”).





The term “Common Stock” means the
common stock, par value $.001 per share, of the Company as constituted on the
date hereof (the “Base Date”), together with any other equity securities that
may be issued by the Company in respect thereof or in substitution
therefor.  The number of shares of Common Stock to be received upon
the exercise of this Warrant may be adjusted from time to time as hereinafter
set forth.  The shares of Common Stock deliverable or delivered upon
such exercise, as adjusted from time to time, are hereinafter referred to as
“Warrant Stock”.





Section 1. Exercise of
Warrant.  This Warrant may be exercised, subject to the
requirements set forth below, in whole, or in part, at any time during the
period commencing as of the date hereof and expiring at 11:59 p.m., Eastern
Time, on the Expiration Date set forth above, by presentation and surrender of
this Warrant certificate to the Company at its principal office, with the
Warrant Exercise Form attached hereto duly executed and accompanied by payment
(either in cash or by certified or official bank check, payable to the order of
the Company) of the aggregate Exercise Price for the number of shares specified
in such form and instruments of transfer, if appropriate, duly executed by the
Holder.If this
Warrant should be exercised in part only, the Company shall, upon surrender of
this Warrant certificate for cancellation, execute and deliver a new Warrant
certificate evidencing the rights of the Holder thereof to purchase the balance
of the shares purchasable hereunder.  The Holder shall pay any and all
documentary stamp or similar issue or transfer taxes payable in respect of the
issue or delivery of shares of Common Stock on exercise of this
Warrant.  The Company shall promptly thereafter issue certificate(s)
evidencing the Common Stock so purchased.










Section 2. Reservation of
Shares.  The Company shall at all times reserve for issuance
and delivery upon exercise of this Warrant all shares of Common Stock or other
shares of capital stock of the Company (and other securities) from time to time
receivable upon exercise of this Warrant.  All such shares (and other
securities) shall be duly authorized and, when issued upon exercise, shall be
validly issued, fully paid and non-assessable.





Section 3. No Fractional
Shares.  No fractional shares or scrip representing fractional
shares shall be issued upon the exercise of this Warrant.





Section 4.  Assignment and
Transfer.  Neither this Warrant nor the Warrant Stock or any
other security issued or issuable upon exercise of this Warrant may be
transferred except pursuant to an effective registration statement under the
Securities Act of 1933, as amended (the “Act”), or an opinion of counsel
reasonably acceptable to the Company that such registration is not
required.  Subject to such transfer conditions, this Warrant and the
Warrant Stock are transferable, in whole or in part, without charge to the
Holder, upon surrender of this Warrant with a properly executed assignment at
the principal office of the Company.




Section 5. Loss, Theft, Destruction or
Mutilation of Warrant.  Upon receipt by the Company of evidence
reasonably satisfactory to it of the loss, theft, destruction or mutilation of
this Warrant certificate, and (in the case of loss, theft or destruction) of
satisfactory indemnification, and upon surrender and cancellation of this
Warrant certificate, if mutilated, the Company shall execute and deliver a new
Warrant certificate 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 shareholder in the Company, either at law or equity, unless and
until this Warrant is exercised.  The rights of the Holder are limited
to those expressed in this Warrant and are not enforceable against the Company
except to the extent set forth herein.





Section 7. Anti-Dilution
Provisions.





7.1 Stock Splits, Dividends,
Etc.





7.1.1  If the Company shall
at any time subdivide its outstanding shares of Common Stock (or other
securities at the time receivable upon the exercise of the Warrant) by
recapitalization, reclassification or split-up thereof, or if the Company shall
declare a stock dividend or distribute shares of Common Stock to its
stockholders, the number of shares of Common Stock subject to this Warrant
immediately prior to such subdivision shall be proportionately increased, and if
the Company shall at any time combine the outstanding shares of Common Stock by
recapitalization, reclassification or combination thereof, the number of shares
of Common Stock subject to this Warrant immediately prior to such combination
shall be proportionately decreased.  Any such adjustment and
adjustment to the Exercise Price pursuant to this Section shall be effective at
the close of business on the effective date of such subdivision or combination
or if any adjustment is the result of a stock dividend or distribution then the
effective date for such adjustment based thereon shall be the record date
therefor.




2


7.1.2  Whenever the number of
shares of Common Stock purchasable upon the exercise of this Warrant is
adjusted, as provided in this Section, the Exercise Price shall be adjusted to
the nearest cent by multiplying such Exercise Price immediately prior to such
adjustment by a fraction (x) the numerator of which shall be the number of
shares of Common Stock purchasable upon the exercise immediately prior to such
adjustment, and (y) the denominator of which shall be the number of shares of
Common Stock so purchasable immediately thereafter.




7.2 Adjustment for Reorganization,
Consolidation, Merger, Etc.  In case of any reorganization of
the Company (or any other company, the securities of which are at the time
receivable on the exercise of this Warrant) after the Base Date or in case after
such date the Company (or any such other company) shall consolidate with or
merge into another Company or convey all or substantially all of its assets to
another corporation, then, and in each such case, the Holder of this Warrant
upon the exercise as provided in Section 1 at any time after the consummation of
such reorganization, consolidation, merger or conveyance, shall be entitled to
receive, in lieu of the securities and property receivable upon the exercise of
this Warrant prior to such consummation, the securities or property to which
such Holder would have been entitled upon such consummation if such Holder had
exercised this Warrant immediately prior thereto; in each such case, the terms
of this Warrant shall be applicable to the securities or property received upon
the exercise of this Warrant after such consummation.





7.3 Certificate as to
Adjustments.  In each case of an adjustment in the number of
shares of Common Stock receivable on the exercise of this Warrant, the Company
at its expense shall promptly compute such adjustment in accordance with the
terms of the Warrant and prepare a certificate executed by an officer of the
Company setting forth such adjustment and showing the facts upon which such
adjustment is based.  The Company shall forthwith mail a copy of each
such certificate to the Holder.





Section 8. Legends and Stop Transfer
Orders.   The Warrant Stock to be received upon exercise
of this Warrant shall be considered restricted securities and certificates
representing such shares shall contain restrictive legends and stop transfer
instructions will be placed with the Company’s transfer agent regarding such
shares of Warrant Stock.  The Holder of this Warrant  and
any transferee hereof or of the Warrant Stock issuable upon the exercise of the
Warrant certificate, by their acceptance hereof, hereby understand and agree
that the Warrant, and the Shares issuable upon the exercise hereof, have not
been registered under either the Act or any applicable state securities
laws.   The stock certificates of the Company that will evidence
the shares of Common Stock with respect to which this Warrant may be exercisable
will be imprinted with a conspicuous legend in substantially the following
form:





“The securities represented by this
certificate have not been registered under the Securities Act of 1933. The
securities have been acquired for investment and may not be sold, transferred or
assigned in the absence of an effective registration statement for these
securities under the Securities Act of 1933 or an opinion of the Company’s
counsel that registration is not required under said Act.”




3




Section
9. Miscellaneous.





9.1 Modification and
Waiver.  This Warrant and any provision hereof may be changed,
waived, discharged or terminated only by an instrument in writing signed by the
party against which enforcement of the same is sought.





9.2 Notices.  Any
notice, request or other document required or permitted to be given or delivered
to the Holder by the Company shall be sent by mail, postage prepaid, to the
Holder at its address as shown on the books of the Company or to the Company at
its principal place of business, or to such other address as may be duly given
to the Holder.





9.3 Governing Law.  This
Warrant shall be governed by and construed in accordance with the laws of the
State of Delaware.





9.4 Entire
Agreement.  This Warrant is intended by the parties as a final
expression of their agreement and intended to be a complete and exclusive
statement of the agreement and understanding of the parties hereto in respect of
the subject matter contained herein.





This
Warrant supersedes all prior agreements and understandings between the parties
with respect to such subject matter.





IN WITNESS WHEREOF, this
Warrant has been executed by the Company as of the _____ day of ______________,
_____.




SPLINTERNET
      HOLDINGS, INC.By:Name:James
      C. AckerlyTitle:President
 4




WARRANT
EXERCISE FORM




The undersigned hereby irrevocably
elects to exercise the within Warrant to the extent of purchasing ______________
shares of Common Stock of SPLINTERNET HOLDINGS, INC. and hereby makes payment of
$________________  in payment therefor.





[INSTRUCTIONS
FOR ISSUANCE OF STOCK]





Name:
            ___________________________________________________





Address:
            ___________________________________________________





___________________________________________________





Soc. Sec. or


Tax Id.
No.           ___________________________________________________







Date:
            ____________________________








__________________________________________


[Print Name of Holder]








__________________________________________


[Signature and Title]







5




ASSIGNMENT
FORM





FOR  VALUE  RECEIVED,
the undersigned Holder, hereby  sells assigns and transfers
to:


______________________________________________________________
whose address is
________________________________________________________________ the
within  Warrant, together with all rights title and interest therein,
and does hereby irrevocably constitute and
appoint   ____________________________, attorney,
to  transfer  such  Warrant  on  the
books  of  the  within  named  Company,  with  full  power  of  substitution.





Date:
            ____________________________








__________________________________________


[Print Name of Holder]








__________________________________________


[Signature and Title]








Medallion
Guarantee:








____________________________________








6