EX-10.3







	





THIS WARRANT
AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES
LAWS, AND MAY BE OFFERED AND SOLD ONLY IF SO REGISTERED OR AN EXEMPTION FROM
REGISTRATION IS AVAILABLE. THE HOLDER OF THIS WARRANT AND SUCH SECURITIES MAY BE
REQUIRED TO DELIVER TO THE COMPANY, IF THE COMPANY SO REQUESTS, AN OPINION OF
COUNSEL (REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY) TO THE
EFFECT THAT AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (OR
QUALIFICATION UNDER STATE SECURITIES LAWS) IS AVAILABLE WITH RESPECT TO ANY
TRANSFER OF THIS WARRANT AND SUCH SECURITIES THAT HAS NOT BEEN SO REGISTERED (OR
QUALIFIED).   



THE COMPANY IS
AUTHORIZED TO ISSUE MORE THAN ONE CLASS OF STOCK. A COPY OF THE PREFERENCES, POWERS,
QUALIFICATIONS AND RIGHTS OF EACH CLASS AND SERIES WILL BE PROVIDED TO EACH STOCKHOLDER
WITHOUT CHARGE, UPON WRITTEN REQUEST.   



THE SECURITIES ISSUABLE
UPON THE EXERCISE HEREOF ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER FOR A PERIOD OF
TIME, NOT TO EXCEED ONE HUNDRED EIGHTY (180) DAYS FROM THE EFFECTIVE DATE OF AN
UNDERWRITTEN PUBLIC OFFERING BY THE COMPANY.  




     ____________,
2001
(Warrant Issue Date)   




WARRANT FOR THE

PURCHASE OF SHARES OF COMMON STOCK
OF
BURST.COM, INC.   



     THIS
CERTIFIES THAT __________________ (the “Holder”), is entitled, subject
to the terms set forth in this Warrant, to purchase from Burst.com, Inc., a
Delaware corporation (the “Company”), up to ____________________
(________) shares of the Company’s common stock, par value $0.00001 per
share (the “Common Stock”), upon surrender hereof, at the principal
office of the Company, with the subscription form attached hereto duly executed,
and simultaneous payment therefor as hereinafter provided, at the Exercise Price
as set forth herein. The Exercise Price and the number of shares of Common Stock
issuable on exercise of this Warrant are subject to adjustment as provided
herein. The term “Warrant” as used herein shall include this Warrant
and any warrants delivered in substitution or exchange therefor as provided
herein.   





1    

















	





     1.
Term of Warrant and Exercise.    



     1.1
Term of Warrant. Subject to the terms and conditions set forth herein,
this Warrant shall be exercisable, at any time or from time to time, in whole or
in part, at the sole option of the Holder, without any obligation to do so,
during the term commencing on the Warrant Issue Date indicated above and ending
at 5:00 p.m., Pacific Standard Time, on April 17, 2006, provided,
however, that in the event of (a) the closing of the Company’s sale
or transfer of all or substantially all of its assets, or (b) the closing of the
acquisition of the Company by another entity by means of merger, consolidation
or other transaction or series of related transactions, resulting in the
exchange of the outstanding shares of the Company’s capital stock such that
the stockholders of the Company prior to such transaction own, directly or
indirectly, less then 50% of the voting power of the surviving entity (any such
event being referred to herein as a “Termination Event”), this Warrant
shall, on the date of such Termination Event, no longer be exercisable and
become null and void (the “Warrant Term”).   



     1.2
Exercise Price. The Exercise Price at which this Warrant may be exercised shall be
__________ ($0.___) per share of Common Stock, subject to adjustment as provided herein.   



     2.
Exercise of Warrant.   



     2.1
Subject to the terms of this Warrant, the purchase rights represented by this
Warrant are exercisable in whole or in part by the Holder, during the Warrant
Term by surrender of this Warrant and the attached Notice of Exercise, duly
completed and executed on behalf of the Holder, at the principal office of the
Company (or such other office or agency of the Company as it may designate by
notice in writing to the Holder at the address of the Holder appearing on the
books of the Company), upon payment of the purchase price of the shares to be
purchased solely at the discretion of the Holder (i) in cash or by check to the
Company, (ii) by cancellation by the Holder of indebtedness of the Company to
the Holder, (iii) by a combination of (i) and (ii) above or (iv) as set forth in
Section 2.2 below.   



     2.2
In lieu of exercising this Warrant by paying the purchase price of the shares to
be purchased in cash, by check and/or by cancellation of indebtedness as set
forth in Sections 2.1(i), 2.1(ii) and 2.1(iii) above, the Holder of this Warrant
may elect to receive shares equal to the value of this Warrant (or the portion
thereof being exercised) by surrender of this Warrant and the attached Notice of
Exercise, duly completed and executed on behalf of the Holder, at the principal
office of the Company (or such other office or agency of the Company as it may
designate by notice in writing to the Holder at the address of the Holder
appearing on the books of the Company), in which event the Company shall issue
to the Holder hereof a number of shares of Common Stock computed using the
following formula:   





2   
















	















	  	  	  	                    Y (A - B)

X          =          A    







	Where:  	X  	=  	The number of shares of Common Stock to be issued to the Holder of this Warrant
                                     pursuant to this Section 2.2;  






	  	Y  	=  	The number of shares of Common Stock purchasable under this Warrant or, if only
                                     a portion of this Warrant is being exercised, the portion of this Warrant being
                                     exercised.   






	  	A  	=  	The fair market value of one share of Common Stock; and   






	  	B  	=  	The Exercise Price per share (as adjusted to the date of such calculations).   






	


     For
purposes of this Section 2.2, the fair market value per share shall be determined as
follows:   










	 	     (i)
If the Company's Common Stock is not traded on a securities exchange or through the
NASDAQ National Market, the fair market value of one share of the Company’s Common
Stock shall be the fair market value of such share on the date of exercise as determined
in good faith by the Board of Directors of the Company; and   







	 	     (ii)
If the Company's Common Stock is traded on a securities exchange or through the NASDAQ
National Market, the fair market value of one share of the Company’s Common Stock
shall be deemed to be the average of the closing sales prices for one share of Common
Stock on such exchange or such Market for the ten (10) trading days immediately preceding
the date of exercise.   






	


     2.3
This Warrant shall be deemed to have been exercised immediately prior to the
close of business on the date of its surrender for exercise as provided above,
and the person entitled to receive the shares of Common Stock issuable upon such
exercise shall be treated for all purposes as the holder of record of such
shares as of the close of business on such date. As promptly as practicable on
or after such date and in any event within ten (10) business days thereafter,
the Company at its expense shall issue and deliver to the person or persons
entitled to receive the same a certificate or certificates for the number of
shares issuable upon such exercise. In the event that this Warrant is exercised
in part, the Company at its expense will execute and deliver a new Warrant of
like tenor exercisable for the number of shares for which this Warrant may then
be exercised.   



     3.
No Rights of Shareholder. Subject to the terms of this Warrant, the
Holder shall not be entitled to vote or receive dividends or be deemed the
holder of Common Stock or any other securities of the Company that may at any
time be issuable on the exercise hereof for any purpose, nor shall anything
contained herein be construed to confer upon the Holder, as such, any of the
rights of a shareholder of the Company or any right to vote for the election of
directors or upon any matter submitted to shareholders at any meeting thereof,
or to give or withhold consent to any corporate action (whether upon any
recapitalization, issuance of stock, reclassification of stock, change of par
value, or change of stock to no par value, consolidation, merger, conveyance, or
otherwise) or to receive notice of meetings, or to receive dividends or
subscription rights or otherwise until the person entitled to receive the shares
of Common Stock issuable upon exercise hereof shall be treated as the record
holder of such shares pursuant to Section 2.3. The Company understands and
agrees that nothing in this Warrant or any other agreement with Holder or any
actions of Holder shall obligate Holder to exercise any of its rights to
purchase the capital stock of the Company.   





3   

















	





     4.
Certain Adjustments.   



     4.1
Splits and Subdivisions. In the event the Company should at any time or
from time to time fix a record date for the effectuation of a split or
subdivision of the outstanding shares of Common Stock or the determination of
the holders of Common Stock entitled to receive a dividend or other distribution
payable in additional shares of Common Stock or other securities or rights
convertible into, or entitling the holder thereof to receive directly or
indirectly, additional shares of Common Stock or other securities (hereinafter
referred to as the “Common Stock Equivalents”) without payment of any
consideration by such Holder for the additional shares of Common Stock or Common
Stock Equivalents (including the additional shares of Common Stock issuable upon
conversion or exercise thereof), then, as of such record date (or the date of
such distribution, split or subdivision if no record date is fixed), the
Exercise Price shall be appropriately decreased and the number of shares of
Common Stock as to which purchase rights under this Warrant exist at the time
shall be appropriately increased in proportion to such increase (or potential
increase) of outstanding shares.   



     4.2
Reclassification, etc. If the Company at any time while this Warrant, or
any portion thereof, remains outstanding and unexpired shall, by
reclassification of securities or otherwise, change any of the securities as to
which purchase rights under this Warrant exist into the same or a different
number of securities of any other class or classes, this Warrant shall
thereafter represent the right to acquire such number and kind of securities as
would have been issuable as the result of such change with respect to the
securities which were subject to the purchase rights under this Warrant
immediately prior to such reclassification or other change and the Exercise
Price therefor shall be appropriately adjusted, all subject to further
adjustment as provided herein.   



     4.3
Combination of Shares. If the number of shares of Common Stock
outstanding at any time after the date hereof is decreased by a combination of
the outstanding shares of Common Stock, the Exercise Price shall be
appropriately increased and the number of shares of Common Stock as to which
purchase rights under this Warrant exist at the time shall be appropriately
decreased in proportion to such decrease in outstanding shares.   



     4.4
Adjustments for Other Distributions. In the event the Company shall
declare a distribution payable in securities of other persons, evidences of
indebtedness issued by the Company or other persons, assets (excluding cash
dividends) or options or rights, then, in each such case for the purpose of this
subsection 4.4, upon exercise of this Warrant, the Holder hereof shall be
entitled to a proportionate share of any such distribution as though such Holder
was the holder of the number of shares of Common Stock of the Company into which
this Warrant may be exercised as of the record date fixed for the determination
of the holders of Common Stock of the Company entitled to receive such
distribution.   





4   

















	





     4.5
Certificate as to Adjustments. In the case of each adjustment or
readjustment of the Exercise Price pursuant to this Section 4, the Company will
promptly compute such adjustment or readjustment of the Exercise Price and any
resulting adjustment or readjustment of the number of shares of Common Stock
issuable upon exercise of this Warrant in accordance with the terms hereof and
cause a certificate setting forth such adjustment or readjustment and showing in
detail the facts upon which such adjustment or readjustment is based to be
delivered to the Holder. The Company will, upon the written request at any time
of the Holder, furnish or cause to be furnished to such Holder a certificate
setting forth:   









	 	     (a)
Such adjustments and readjustments;  






	 	     (b)
The Exercise Price at the time in effect; and  






	 	     (c)
The number of shares of Common Stock and the amount, if any, of other property at the
time receivable upon the exercise of this Warrant.  






	


     4.7
Notices of Record Date, etc. In the event of:   










	 	     (a)
Any taking by the Company of a record of the holders of any class of securities of the
Company for the purpose of determining the holders thereof who are entitled to receive
any dividend or other distribution, or any right to subscribe for, purchase or otherwise
acquire any shares of stock of any class or any other securities or property, or to
receive any other right; or   







	 	     (b)
Any capital reorganization of the Company, any reclassification or recapitalization of
the capital stock of the Company, or any transfer of all or substantially all the assets
of the Company to or consolidation or merger of the Company with or into any other
person; or   







	 	     (c)
Any public offering of shares of Common Stock of the Company pursuant to a registration
statement filed with the Securities and Exchange Commission under the Securities Act of
1933, as amended (the “1933 Act”); or   






	 	     (d)
Any voluntary or involuntary dissolution, liquidation or winding-up of the Company,  






	


the Company will mail to
the Holder at least twenty (20) days prior to the earliest date specified
therein, a notice specifying:   









	 	     (i)
The date on which any such record is to be taken for the purpose of such dividend,
distribution or right, and the amount and character of such dividend, distribution or
right; and  






	


5   

















	










	 	(ii)
The date on which any such reorganization, reclassification, transfer, change of control,
acquisition, consolidation, merger, dissolution, liquidation, winding-up or public
offering is expected to become effective and the record date, if any, for determining
shareholders entitled to vote thereon.   






	


     5.
Fractional Shares. No fractional shares shall be issued in connection
with any exercise of this Warrant. In lieu of the issuance of such fractional
share, the Company shall make a cash payment equal to the then fair market value
of such fractional share as determined in accordance with Section 2.2(i) and
(ii) herein.   



     6.
Covenants.   



     6.1
Reservation of Stock. The Company covenants at all times that during the
Warrant Term, the Company will reserve from its authorized and unissued shares
of Common Stock a sufficient number of shares to provide for the issuance of
Common Stock upon the exercise of this Warrant and, from time to time, will take
all steps necessary to amend its certificate of incorporation to provide
sufficient reserves of shares of Common Stock issuable upon exercise of this
Warrant. The Company further covenants that all shares that may be issued upon
the exercise of rights represented by this Warrant, upon exercise of the rights
represented by this Warrant and payment of the Exercise Price, all as set forth
herein, will be duly authorized, validly issued, fully paid and nonassessable
and free from all taxes, liens and charges in respect of the issue thereof
(other than taxes in respect of any transfer of certificate(s) for shares of
Common Stock issuable upon exercise of the Warrant to a person or entity other
than the then-current Holder of the Warrant). The Company agrees 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 shares of Common Stock upon the exercise of this
Warrant.   



     6.2
Payment of Expenses and Taxes. The Company shall pay all expenses and
taxes imposed by law or any governmental agency, including any documentary stamp
taxes, attributable to the issuance of Common Stock upon the exercise of the
Warrant; provided, that nothing in this Section 6.2 shall make the Company
liable for any income taxes payable by the Holder and associated with the
issuance of the Warrants or the exercise thereof or any transfer taxes
associated with the transfer of the Warrants.   



     7.
Legends.   



     7.1
Each certificate representing the Common Stock issuable upon exercise of this
Warrant may be endorsed with the following legend:   



     THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) AND ARE
“RESTRICTED SECURITIES” AS DEFINED IN RULE 144 PROMULGATED UNDER THE
ACT. THE SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE OR OTHERWISE DISTRIBUTED
EXCEPT (i) IN CONJUNCTION WITH AN EFFECTIVE REGISTRATION STATEMENT FOR THE
SHARES UNDER THE ACT OR (ii) IN COMPLIANCE WITH RULE 144, OR (iii) PURSUANT TO
AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE CORPORATION, THAT SUCH
REGISTRATION OR COMPLIANCE IS NOT REQUIRED AS TO SAID SALE, OFFER OR
DISTRIBUTION.   





6   
















	





     7.2
Removal of Legend and Transfer Restrictions. Any legend endorsed on the
Warrant or a certificate pursuant to subsection 7.1 and the stop transfer
instructions with respect to such legended securities shall be removed, and the
Company shall issue a certificate without such legend to the holder of such
securities if such securities are registered and sold under the 1933 Act and a
prospectus meeting the requirements of Section 10 of the 1933 Act is available
or if such holder satisfies the requirements of Rule 144(k) and provides the
Company with an opinion of counsel for such holder of the securities, reasonably
satisfactory to the Company, to the effect that (i) such holder meets the
requirements of Rule 144(k) or (ii) a public sale, transfer or assignment of
such securities may be made without registration.   



     8.
Representations and Warranties of Holder. Holder represents and warrants with the Company
as follows:   









	 	     (a)
Holder has either (i) a preexisting personal or business relationship with the Company or
one or more of its officers, directors or controlling persons, or (ii) by reason of Holder’s
business or financial experience has the capacity to protect Holder’s own interests
in connection with this investment, to evaluate this investment, to conduct such factual
and legal investigation as Holder deems appropriate and to bear the substantial risks
inherent in this investment.   






	 	     (b)
Holder is experienced in evaluating and investing in securities of companies experiencing
financial difficulties, understands that the Company is unable to pay its existing
obligations as they become due, acknowledges that there are substantial risks involved in
this investment, is able to fend for Holder, can bear the economic risk of this
investment, and has such knowledge and experience in financial and business matters that
Holder is capable of evaluating the merits and risks of this investment.   






	 	     (c)
The Warrant and the shares of stock issuable upon exercise of this Warrant (collectively
the “Securities”) will be acquired for investment for Holder’s own
account, not as a nominee or agent, and not with a view to the public resale or
distribution thereof within the meaning of the 1933 Act, and Holder has no present
intention of selling, granting any participation in, or otherwise distributing the same.   






	 	     (d)
Holder believes that Holder has received or has had full access to all the information
Holder considers necessary or appropriate to make an informed investment decision with
respect to the Securities, including without limitation all reports filed by the Company
with the Securities and Exchange Commission pursuant to the Securities Exchange Act of
1934, as amended. Holder acknowledges that the Company has made available to Holder the
opportunity to ask questions and receive answers from the Company regarding the business,
prospects and financial condition of the Company, and to examine any document, matter or
information that Holder considers relevant or appropriate in connection with this
investment. To the extent that Holder has not sought information regarding any particular
matter, Holder represents that Holder had no interest in doing so and that such matters
are not material to Holder in connection with this investment. Holder has accepted the
responsibility for conducting Holder’s own investigation and obtaining for Holder,
from the above sources and other sources, such information as to the foregoing and all
other subjects as Holder deems relevant or appropriate in connection with this
investment.   






	


7   

















	










	 	     (e)
Holder is an "accredited investor" within the meaning of Regulation D promulgated under
the 1933 Act.  






	 	     (f)
Holder understands that the Securities are characterized as “restricted securities”under
the 1933 Act and Rule 144 promulgated thereunder inasmuch as they are being acquired from
the Company in a transaction not involving a public offering, and that under the 1933 Act
and applicable regulations thereunder the Securities may be resold without registration
under the 1933 Act only in certain limited circumstances. In this connection, Holder
represents that Holder is familiar with Rule 144, as presently in effect, and understands
the resale limitations imposed thereby and by the 1933 Act. Holder understands that the
Company is under no obligation to register any of the Securities.   






	 	     (g)
At no time was Holder presented with or solicited by any publicly issued or circulated
newspaper, mail, radio, television or other form of general advertising or solicitation
in connection with the offer, sale and purchase of the Securities.   






	 	     (h)
Without in any way limiting the representations set forth above, Holder further agrees
not to make any disposition of all or any portion of the Securities unless and until:   






	 	     (i)
there is then in effect a registration statement under the 1933 Act covering such
proposed disposition and such disposition is made in accordance with such registration
statement; or  







	 	     (ii)
Holder shall have notified the Company of the proposed disposition, and shall have
furnished the Company with a statement of the circumstances surrounding the proposed
disposition, and, at the expense of Holder or its transferee, with an opinion of counsel,
reasonably satisfactory to the Company, that such disposition will not require
registration of the Securities under the Act.   






	

     9.
Transfer. Subject to the transfer conditions referred to in the legend
endorsed hereon, this Warrant and all rights hereunder are transferable, in
whole or in part, without charge to the Holder hereof upon surrender of this
Warrant with a properly executed assignment (in the form annexed hereto) at the
principal office of the Company. Upon any partial transfer, the Company will at
its expense issue and deliver to the holder hereof a new Warrant of like tenor,
in the name of the holder hereof, which shall be exercisable for such number of
shares of Common Stock that were not so transferred.   



     10.
Market Standoff. Holder agrees, n connection with any underwritten
registration of the Company’s securities, upon the request of the Company
and the underwriters managing such underwritten offering, not to sell, make any
short sale of, loan, grant any option for the purchase of, or otherwise dispose
of any of the Securities (other than those included in the registration) without
the prior written consent of the Company and such underwriters, as the case may
be, for such period of time, not to exceed thirty (30) days before, and one
hundred eighty (180) days from, the effective date of such registration as the
underwriters may specify. The Company and the underwriters may request such
additional written agreements in furtherance of such standoff in the form
reasonably satisfactory to the Company and such underwriters. The Company may
also impose stop-transfer instructions with respect to the Securities subject to
the foregoing restrictions until the end of such one hundred eighty (180) day
period. A legend shall be placed on all securities issuable upon exercise of
this Warrant disclosing the existence of this lockup.   





8   

















	





     11.
Successors and Assigns. The terms and provisions of this Warrant shall be binding upon
the Company and the Holder and their respective successors and assigns, subject at all
times to the restrictions set forth herein.   



     12.
Amendments and Waivers. The provisions of this Warrant may be amended and/or waived only
with the written consent of the Company and of the Holder.   



     13.
Expenses. If any action at law or in equity is necessary to enforce or interpret the
terms of this Warrant, the prevailing party shall be entitled to reasonable attorneys'
fees, costs and necessary disbursements in addition to any other relief to which such
party may be entitled.   



     14.
Severability. If one or more provisions of this Warrant are held to be
unenforceable under applicable law, such provision shall be excluded from this
Warrant and the balance of this Warrant shall be interpreted as if such
provision were so excluded and shall be enforceable in accordance with its
terms.   



     15.
Governing Law. The terms and conditions of this Warrant shall be governed by and
construed in accordance with the laws of the State of California without regard to such
State's choice of law provisions.   



     16.
Counterparts. This Warrant may be executed in two or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and the same
instrument.   



     17.
Titles and Subtitles. The titles and subtitles used in this Warrant are used for
convenience only and are not to be considered in construing or interpreting this Warrant.   



     18.
Notices. Unless otherwise provided, any notice required or permitted
under this Warrant shall be given in writing and shall be deemed effectively
given upon personal delivery to the party to be notified or upon deposit with
the United States Post Office, by registered or certified mail, postage prepaid
and addressed to the party to be notified at the address indicated for such
party on the signature page hereof, or at such other address as such party may
designate by ten (10) days’ advance written notice to the other parties.   





9   
















	





     19.
Lost Warrants. The Company represents and warrants to the Holder hereof
that upon receipt of evidence reasonably satisfactory to the Company of the
loss, theft, destruction, or mutilation of this Warrant and, in the case of any
such loss, theft or destruction, upon receipt of an indemnity reasonably
satisfactory to the Company, or in the case of any such mutilation upon
surrender and cancellation of such Warrant, the Company, at its expense, will
make and deliver a new Warrant, of like tenor, in lieu of the lost, stolen,
destroyed or mutilated Warrant.   



     IN
WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by its
officers, thereunto duly authorized this _____ day of December, 2001.   












	  	BURST.COM, INC.



                                                     By:  ____________________________________

                                                             Richard D. Lang, Chief Executive Officer  






	


ACCEPTED AND AGREED:


__________________________


By: _______________________


Name: _____________________


Title: ______________________  







10   


















	








NOTICE OF EXERCISE   



To:  Burst.com, Inc.
        Attn: Chief
Executive Officer   



     The
undersigned hereby elects to purchase __________ shares of the Common Stock of
Burst.com, Inc., a Delaware corporation (the “Company”), at a purchase
price per share as set forth in Section 1.2 of that certain Warrant for the
Purchase of Shares of Common Stock of the Company dated _______________, 2001
(the “Warrant”).   



     The
undersigned hereby:   









	  	  	  	  	  	  	__________    	  	"Net-exercises"
the Warrant, pursuant to Section 2.2 of the Warrant.   






	  	  	  	  	  	  	__________    	  	Tenders
payment of the aggregate exercise price in cash, check and/or cancellation of debt.   






	


     The
undersigned requests that the Company issue a certificate or certificates
representing said shares of the Common Stock of the Company in the name of the
undersigned or in such other name as is specified below:   



                    _____________________________

                    (Print Name)   



     By
its signature below, the undersigned hereby confirms and acknowledges that the
shares of Common Stock issuable upon exercise of the Warrant are being acquired
solely for the account of the undersigned and not as a nominee for any other
party, and for investment, and that the undersigned will not offer, sell or
otherwise dispose of any such shares of Common Stock except under circumstances
that will not result in a violation of the Securities Act of 1933, as amended,
or any state securities laws.   









	Date: _______________  	Very truly yours,


_____________________________________________
(Print Name)

_____________________________________________
(Signature)

By: _________________________________________
(Name and title of signatory, if non-natural person)  










	






ASSIGNMENT FORM   



     FOR
VALUE RECEIVED, the undersigned registered owner of this Warrant hereby sells,
assigns and transfers unto the Assignee named below all of the rights of the
undersigned under the within Warrant, with respect to the number of shares of
Common Stock set forth below:   








	Name of Assignee    	   	Address    	   	No. of Shares    	   








	


and does hereby irrevocably
constitute and appoint _________________________ Attorney to make such transfer on the
books of Burst.com, Inc. maintained for the purpose, with full power of substitution in
the premises.   



     The
undersigned also represents that, by assignment hereof, the Assignee
acknowledges that this Warrant and the shares of stock to be issued upon
exercise hereof or conversion thereof are being acquired for investment and that
the Assignee will not offer, sell or otherwise dispose of this Warrant or any
shares of stock to be issued upon exercise hereof or conversion thereof except
under circumstances which will not result in a violation of the Securities Act
of 1933, as amended, or any state securities laws.   



DATED: _______________   















	  	_________________________________________
Signature of Holder