Exhibit 10.4

THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT, HAVE
NOT BEEN  REGISTERED  UNDER THE SECURITIES  ACT OF 1933 AS AMENDED  ("SECURITIES
ACT"),  AND MAY NOT BE SOLD  TRANSFERRED  OR OTHERWISE  DISPOSED OF UNLESS M THE
SHARES ARE REGISTERED UNDER THE SECURITIES ACT OF 1933 AND THE SECURITIES ACT OF
ANY STATE  APPLICABLE  TO SUCH SALE,  OR (ii) THE PROPOSED  SELLER  PROVIDES THE
COMPANY  WITH AN  OPINION  OF COUNSEL  THAT THE  SECURITIES  ARE BEING SOLD IN A
TRANSACTION WHICH IS EXCEPT FROM THE REGISTRATION  REQUIREMENT OF THE SECURITIES
ACT OF 1933  AND ANY  APPLICABLE  STATE  SECURITIES  ACTS  AND  THE  COMPANY  IS
SATISFIED THAT NO REGISTRATION  STATEMENT IS THEN REQUIRED AND THAT THIS WARRANT
AND THE UNDERLYING SECURITIES MAY BE SOLD,  TRANSFERRED OR OTHERWISE DISPOSED OF
IN THE MANNER CONTEMPLATED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933
OR ANY STATE SECURITIES ACT.


                           WARRANT TO PURCHASE SHARES
                               OF COMMON STOCK OF
NO. 3

                               Warrant to Purchase
                              VOID AFTER 5:00 P.M.
                                  April 9, 2003

         FOR VALUE RECEIVED,  World CallNet, Inc., a corporation organized under
the laws of Delaware (the "Company"), promises to issue in the name of, and sell
and deliver to Eagle  Equity I, L.P.,  Two Lincoln  Centre,  Suite 1280,  LB 56,
Dallas,  Texas 75240,  (the  "Holder"),  a certificate  or  certificates  for an
aggregate of 150,000 shares  ("Shares") of common stock of the Company  ("Common
Stock")  par value  $.001 per share,  at any time on or after May 9,  1999,  and
prior to 5:00  P.M.,  London,  England  Time on April 9, 2003  (the  "Expiration
Date"),  upon payment therefor of $10.00 per Share in lawful funds of the United
States of America,  such amount (the "Basic  Exercise  Price")  being subject to
adjustment in the  circumstances  set forth  hereinbelow.  This applicable Basic
Exercise  Price,  until such  adjustment is made and thereafter as adjusted from
time to time, is called the "Exercise Price."

         THIS  WARRANT  MAY  NOT  BE  ASSIGNED,   SOLD,  TRANSFERRED,   PLEDGED,
HYPOTHECATED,  OR  OTHERWISE  ENCUMBERED  OR  OTHERWISE  DISPOSED OF (EXCEPT FOR
ASSIGNMENT TO AFFILIATES OF HOLDER), IT MAY NOT BE ASSIGNED,  SOLD, TRANSFERRED,
PLEDGED,  HYPOTHECATED  OR  OTHERWISE  ENCUMBERED  OR DISPOSED OF BY THE HOLDER,
EXCEPT  BY THE  HOLDER'S  EXERCISE  HEREOF  AS SET FORTH  HEREIN  FOLLOWING  DUE
REGISTRATION   UNDER  APPLICABLE  FEDERAL  AND  STATE  SECURITIES  LAWS,  OR  IN
TRANSACTIONS EXEMPT FROM SUCH REGISTRATION.

         1. Exercise of Warrant. In case the Holder of this Warrant shall desire
to exercise this Warrant in whole or in part,  the Holder shall  surrender  this
Warrant, with the form of exercise notice


                                        1

<PAGE>



on the last page hereof duly executed by the Holder, to the Company  accompanied
by payment of the Exercise  Price of $10.00 per Share,  subject to adjustment as
noted herein.

         At the option of the  Holder,  the Holder may  exercise  this  Warrant,
without a cash payment of the Exercise Price by  designating  that the number of
shares of Common Stock issuable to Holder upon such exercise shall be reduced by
the number of shares having a fair market value equal to the amount of the total
exercise  price  for  such  exercise.   In  such  instance,  no  cash  or  other
consideration will be paid by Holder in connection with such exercise other than
the surrender of the Warrant  itself,  and no  commission or other  remuneration
will be paid or given by Holder or the Company in connection with such exercise.
If such exercise  results in only a partial  exercise of this Warrant,  then the
Company shall deliver to Holder a new Warrant  evidencing  the remaining  rights
under this Warrant,  as provided below. This election is available to the Holder
only if  immediately  prior to the exercise date Shares of Common Stock trade on
any stock exchange,  the NASDAQ Stock Market or the OTC Bulletin Board. For this
purpose,  the fair market value of shares of Common Stock shall be determined as
of the last  business day  preceding the exercise date and shall be deemed to be
the  average of the closing  bid and ask prices of the Common  Stock;  provided,
however,  if shares of the Common Stock are then listed on a national securities
exchange or the NASDAQ Stock  Market,  the fair market value of shares of Common
Stock shall be deemed to be the closing price on the relevant date.

         This  Warrant  may be  exercised  in  whole  or in  part  but  not  for
fractional  Shares.  In case of the  exercise  in part only,  the  Company  will
deliver  to the  Holder a new  Warrant  of like  tenor in the name of the Holder
evidencing  the right to purchase  the number of Shares as to which this Warrant
has not been exercised.  This Warrant, at any time prior to the exercise hereof,
upon  presentation and surrender to the Company may be exchanged,  along or with
other  Warrants of like tenor  registered  in the name of the same  Holder,  for
another  Warrant  or other  Warrants  of like  tenor in the name of such  Holder
exercisable  for the same aggregate  number of Shares as the Warrant or Warrants
surrendered.

         2. Registration  Rights.  Holder shall have the registration rights set
forth in the Registration Rights Agreement executed by the Company in connection
with the issuance of this Warrant.

         3. Stock  Dividends a  Reclassification  Reorganizations  Anti-Dilution
Provisions. This Warrant is subject to the following further provisions:

                  a.  In  case,  prior  to the  expiration  of this  Warrant  by
         exercise  or by its terms,  the  Company  shall issue any shares of its
         Common Stock as a stock dividend or subdivide the number of outstanding
         shares of Common  Stock into a greater  number of shares,  then in such
         case,  the number of shares of Common Stock  issuable  upon exercise of
         this Warrant shall be proportionately  increased and the Exercise Price
         shall be proportionately  decreased,  and conversely,  in the event the
         Company shall contract the number of outstanding shares of Common Stock
         by  combining  such  shares of Common  Stock  into a smaller  number of
         shares  of Common  Stock  then,  in such  case the  number of shares of
         Common  Stock   issuable   upon  exercise  of  this  Warrant  shall  be
         proportionately   decreased   and   the   Exercise   Price   shall   be
         proportionately increased. If the Company shall, at any time during the
         life of this Warrant,


                                        2

<PAGE>



         declare a dividend  payable  in cash on its  Common  Stock and shall at
         substantially the same time offer to its stockholders generally a right
         to  purchase  new  shares of Common  Stock  from the  proceeds  of such
         dividend  or for an amount  substantially  equal to the  dividend,  all
         shares of Common Stock so issued shall for the purpose of this Warrant.
         be deemed to have been issued as a stock dividend. Any dividend paid or
         distributed  upon the  Common  stock in shares  of any  other  class of
         securities  convertible  into  shares  of  Common  Stock  or any  other
         securities  shall be treated as a dividend  paid in Common Stock to the
         extent that shares of Common  Stock are  issuable  upon the  conversion
         thereof.

                  b. In case prior to the expiration of this Warrant by exercise
         or by its terms,  the Company shall be  recapitalized  by reclassifying
         its outstanding  Common Stock into shares with a different par value or
         shall  thereafter  reclassify any such shares in a like manner,  or the
         Company or a successor corporation shall consolidate,  or merge with or
         convey all or substantially  all of its, or all or substantially all of
         any   successor   corporation's   property  and  assets  to  any  other
         corporation or corporations (any such corporation being included within
         the meaning of the term "successor  corporation"  hereinbefore  used in
         the event of any  consolidation or merger of any such corporation with,
         or the sale of all or  substantially  all of the  property  of any such
         corporation to another  corporation or corporations),  the Holder shall
         thereafter have the right to purchase,  pursuant to and under the terms
         and conditions  and during the time specified in this Warrant,  in lieu
         of the shares of Common Stock  issuable  upon exercise of this Warrant,
         such shares of Common Stock, securities or assets as may be issued upon
         exercise   of  this   Warrant   pursuant   to  such   recapitalization,
         consolidation, merger or conveyance; and, in any such event, the rights
         of the Holder to an  adjustment in the number of shares of Common Stock
         that are purchasable upon the exercise of this Warrant and the Exercise
         Price as herein provided, shall continue and be preserved in respect to
         any  shares,  securities  or assets  which the  Holder of this  Warrant
         becomes entitled to purchase.

                  c. Upon the  occurrence of each event  requiring an adjustment
         of the  Exercise  Price or of the  number of  shares  of  Common  Stock
         issuable  upon  exercise of this  Warrant in  accordance  with,  and as
         required by, the terms of Subsection (a) of this Section 3, the Company
         shall  use  its  best  efforts  to  forthwith  cause  either  a firm of
         independent  certified  public  accountants  (who  may be  the  regular
         accountants  for the  Company)  or the Chief  Financial  Officer of the
         Company to compute the adjusted  Exercise Price or the adjusted  number
         of shares of Common  Stock  issuable  upon  exercise of this Warrant by
         reason of such event in  accordance  with the  provisions of Subsection
         (a) or (b) of this Section 3. The Company shall  forthwith  mail to the
         Holder  of this  Warrant  a copy of such  computation,  which  shall be
         conclusive  and shall be binding upon such Holder  unless  contested by
         such Holder by written  notice to the Company  within 14 days after the
         mailing thereof by the Company.

                  d. In case.

                           (1) the Company shall make a record of the holders of
                  its Common Stock for the purpose of entitling them to receive,
                  a  dividend  payable  (whether  payable  in cash,  securities,
                  property or in any other form); or



                                        3

<PAGE>



                           (2) the Company shall make a record of the holders of
                  its  Common  Stock  for  the  purpose  of  entitling  them  to
                  subscribe  for or  purchase  any  shares  of any  class  or to
                  receive any other rights; or

                           (3)   the   Company   shall   set  a  date   for  any
                  reclassification  other reorganization of the capital stock of
                  the  Company,  consolidation  or merger of the Company with or
                  into   another   corporation,   or   conveyance   of   all  or
                  substantially all of the assets of the Company, or

                           (4) the Company shall set a date for the voluntary or
                  involuntary  dissolution,  liquidation  or winding upon of the
                  Company:

         then,  in any such case,  the Company  shall mail to the Holder of this
         Warrant at least 30 days prior to such  record date or the date set for
         any actions  described in subparagraphs  (d)(1) through (d)(3) above, a
         notice  advising  such Holder of the date or  expected  date on which a
         record is to be taken for the purpose of such dividend, distribution of
         rights  or the date on  which  such  reclassification,  reorganization,
         consolidation,  merger, conveyance, dissolution, liquidation or winding
         up is to take place, as the case may be. Such notice shall also specify
         the date or expected  date, if any is to be fixed,  as of which holders
         of Common  Stock of record  shall be  entitled to  participate  in said
         dividend,  distribution  of rights,  or shall be  entitled  to exchange
         their  shares  of  Common  Stock  for   securities  or  other  property
         deliverable upon such reclassification,  reorganization, consolidation,
         merger, conveyance dissolution,  liquidation or winding up, as the case
         may be. Each such  written  notice  shall be given by  certified  mail,
         postage prepaid,  return receipt requested,  addressed to the holder of
         the  Warrant at the address of such holder as shown on the books of the
         Company.

                  e. In case the Company,  at any time while this Warrant  shall
         remain  valid and  unexercised,  shall sell more than  one-half  of its
         property,  or  dissolve,  liquidate  or wind up its  affairs or sell or
         dispose of all or any part of the assets, securities or property of any
         wholly-owned subsidiary, the Holder of this Warrant shall thereafter be
         entitled  to receive  upon  exercise  hereof (in lieu of such shares of
         Common Stock  underlying  this Warrant) and the same kind and amount of
         any  securities or assets a may be issuable,  distributable  or payable
         upon any such sole, dissolution, liquidation or winding up with respect
         to such  number  of  shares of  Common  Stock of the  Company  as would
         otherwise have been issuable upon exercise of this Warrant. The Company
         shall mail notice  thereof by  registered  mail to the Holder and shall
         make no  distribution  to the  stockholders  of the  Company  until the
         expiration of thirty (30) days from the date of such mailing: provided,
         however,  that in any such event if the Holder shall not exercise  this
         Warrant  within  thirty (30) days from the date of mailing such notice,
         all rights herein granted not so exercised  within such thirty (30) day
         period shall  thereafter  become null and void.  The Company shall not,
         however,  be prevented from consummating any such sale without awaiting
         the expiration of such thirty (30) day period,  it being the intent and
         purposes  hereof to enable the Holder upon  exercise of this Warrant to
         participate in the distribution of the  consideration to be received by
         the Company  upon any such sale or in the  distribution  of assets upon
         any dissolution or liquidation of the Company.



                                        4

<PAGE>



                  f. In the event the  Company,  at any time while this  Warrant
         shall  remain  valid and  unexercised,  shall  propose to  declare  any
         partial  liquidating  dividend,  it shall  notify  the  Holder  of this
         Warrant  as set forth in  Subsection  (d) of this  Section  3. The term
         "partial  liquidating  dividend"  shall,  include a dividend in cash or
         other property of an amount that,  together with all other dividends in
         cash or other  property paid or declared and set aside for payment,  is
         equal to or greater then 40% of the cumulative  consolidated net income
         of the Company subsequent to one year from the date hereof.

                  g. The  provisions  of this  Section 3 are for the purpose of,
         and shall be to the effect that upon any  exercise of this  Warrant the
         Holder  shall be  entitled  to receive  the same  amount  and,  kind of
         securities  and other  property  that it would  have been  entitled  to
         receive  as the owner at all times  subsequent  to the date  hereof the
         number of shares of Common Stock issuable upon exercise of the Warrant.

         4. Covenants of the Company.  The Company  hereby  covenants and agrees
that prior to the expiration of this Warrant by exercise or by its terms:

                  a. The Company  will not by amendment  of its  Certificate  of
         Incorporation,  as they may currently exist, or through reorganization,
         consolidation,  merger,  dissolution, or see of assets, or by any other
         voluntary  act or  deed,  avoid  or seek to  avoid  the  observance  or
         performance of any of the covenants,  stipulations  or conditions to be
         observed or performed  hereunder by the Company,  but will at all times
         in good faith assist, insofar as it is able, in the carrying out of all
         provisions  of this Warrant and in the taking of all other actions that
         may be necessary  in order to protect the rights of the Holder  against
         dilution.

                  b. If at any time or from time to time, the Company shall,  by
         subdivision, consolidation or reclassification of shares, or otherwise,
         change  as a whole  the  outstanding  shares  of  Common  Stock  into a
         different number or class of shares,  the number and class of shares as
         so changed  shall,  for the  purpose of each  Warrant and the terms and
         conditions hereof, replace the shares outstanding  immediately prior to
         such change, and the Exercise Price in effect, and the number of Shares
         purchasable under each Warrant,  immediately prior to the date on which
         such change becomes effective, shall be proportionately adjusted.

                  c.  Irrespective  of any  adjustment  or change in the Warrant
         Exercise  Price,  the number of shares of Common  Stock  issuable  upon
         conversion  of the Shares  actually  purchasable  under each Warrant of
         like tenor, the Warrants theretofore and thereafter issued may continue
         to  express  the  Warrant  Exercise  Price per Share and the  number of
         Shares  purchasable  thereunder as the Warrant Exercise Price per Share
         and the number of Shares  purchasable  were  expressed  on the Warrants
         when initially issued.

                  d. If at any time while any Warrant is outstanding the Company
         consolidates with or merges into another  corporation,  firm or entity,
         or otherwise  enters into a form of business  combination,  the Holder,
         upon exercise  hereof,  shall be entitled to purchase,  with respect to
         each share of Common Stock issuable upon exercise of the Warrant,  that
         number of  Shares  to which a holder  of one (1) share of Common  Stock
         would  have  been  entitled  upon  the   occurrence  of  such  business
         combination without any change in, or payment in


                                        5

<PAGE>



         addition to, the Warrant Exercise Price in effect  immediately prior to
         such merger or consolidation,  and the Company shall take such steps in
         connection  with such  consolidation  or merger as may be  necessary to
         assure that all the  provisions  of each Warrant  shall  thereafter  be
         applicable,  as  nearly  as  reasonably  may  be,  in  relation  to any
         securities or property thereafter deliverable upon the exercise of each
         Warrant. The Company shall not effect any such consolidation, merger or
         other form of business  combination  unless,  prior to the consummation
         thereof,  the  successor   corporation  (if  other  than  the  Company)
         resulting  therefrom shall assume, by written  instrument  executed and
         mailed to the registered  holder of each Warrant at the address of such
         holder shown on the books of the Company,  the obligation to deliver to
         such holder such securities,  or property such holder shall be entitled
         to purchase in accordance with the foregoing provisions.

                  e. Upon the happening of any event  requiring an adjustment of
         the Warrant Exercise Price hereunder,  the Company shall forthwith give
         written  notice  thereof  to the  registered  Holder  of each  Warrant,
         stating the adjusted  Warrant Exercise Price and the adjusted number of
         shares of Common Stock  issuable  upon the exercise  thereof  resulting
         from such event,  and setting forth in reasonable  detail the method of
         calculation.  The  certificate  of  either  the  Company's  independent
         certified  public  accountants  or  Chief  Financial  Officer  shall be
         conclusive   evidence  of  the  correctness  of  any  computation  made
         hereunder unless contested by a Holder by written notice to the Company
         within  14 days  after  the  mailing  thereof  by the  Company.  Notice
         pursuant to this paragraph  shall be given by certified  mail,  postage
         prepaid,  return receipt requested,  addressed to the registered holder
         of each Warrant at the address of such holder  appearing in the records
         of the Company.

                  f. The Company shall at all times reserve and keep  available,
         out of its  authorized  and  unissued  capital  stock,  solely  for the
         purpose of providing  for the exercise,  forthwith  upon the request of
         the Holder of the  Warrant(s)  then  outstanding  and in  effect,  such
         numbers  of  shares of Common  Stock as  shall,  from time to time,  be
         sufficient  for the Shares  upon such  exercise  of the  Warrants.  The
         Company  shall,  from time to time, in accordance  with the laws of the
         State of Delaware, increase the authorized amount of its capital stock,
         if at any time the number of shares of Common Stock remaining  unissued
         and unreserved for other purposes shall not be sufficient to permit the
         exercise of all Warrants then outstanding and in effect.

                  g. The Company  covenants  and agrees that all Shares that may
         be issued upon the exercise of the rights  represented  by this Warrant
         will, upon issuance be validly issued,  fully paid and  non-assessable,
         and free from all taxes,  liens and charges  with  respect to the issue
         thereof  (other than taxes in respect of any  transfer  occurring  with
         such issue).  The Company further covenants and agrees that, during the
         period  within  which the rights  represented  by this  Warrant  may be
         exercised, the Company will at all times have authorized and reserved a
         sufficient  number of shares of its  Common  Stock to  provide  for the
         exercise of the rights represented by this Warrant.

         5. Loss, Theft,  Destruction or Mutilation.  In case this Warrant shall
become mutilated or defaced or be destroyed,  lost or stolen,  the Company shall
execute  and  deliver a new  Warrant  in  exchange  for and upon  surrender  and
cancellation of such mutilated or defaced Warrant or in lieu


                                        6

<PAGE>



of and  substitution  of such  Warrant so  destroyed,  lost or stolen,  upon the
Holder of such Warrant filing the Company such evidence  satisfactory to it that
such Warrant has been so mutilated,  defaced,  destroyed,  lost or stolen and of
the ownership thereof by the Holder;  provided,  however, that the Company shall
be entitled,  as a condition to the  execution and delivery of such new Warrant,
to demand  indemnity  satisfactory  to it and  payment of  expenses  and charges
incurred in  connection  with the delivery of such new  Warrant,  except that no
bond shall be required  from the Holder.  All  Warrants  so  surrendered  to the
Company shall be canceled.

         6. Record Owner. At the time of the surrender of this Warrant, together
with the form of  subscription  properly  executed  and payment of the  Exercise
Price,  the person  exercising  this Warrant shall be deemed to be the Holder of
record of the shares of Common Stock  deliverable upon such exercise,  in whole,
or in part, notwithstanding that the stock transfer of the Company shall then be
closed or that  certificates  representing such shares of Common Stock shall not
then be actually  delivered to such person.  The Company will pay all costs with
respect to the issuance of this  Warrant or the shares of Common Stock  issuable
upon exercise hereof, or thereof

         7. Fractional Shares. No fractional Shares,  fractional shares or scrip
representing fractional shares of Common Stock shall be issued upon the exercise
of this  Warrant.  With  respect to any  fraction of a. Share called for on such
exercise,  the Holder may elect to  receive,  and the  Company  shall pay to the
Holder,  an amount in cash equal to such  fraction  multiplied  by the  Exercise
Price.  In the  alternative,  the  Holder  may elect to remit to the  Company an
amount in cash equal to the difference between such fraction and one, multiplied
by the Exercise Price, and the Company will issue the Holder one share of Common
Stock in addition to the number of whole shares  required by the exercise of the
Warrant;  provided,  however,  that the Company  shall not be  obligated  by the
operation  of this  Section 7 to issue  Shares in the  aggregate  exceeding  the
number of shares duty registered in accordance  with the applicable  federal and
state  securities  laws or as to which an exemption from  registration  has been
determined to be available.

         8.  Mandatory  Exercise  Provision.  The Company  may require  that the
Warrants  represented  hereby be exercised prior to the Exercise Date,  provided
that the  average  closing  price of the  underlying  Shares of Common  Stock as
adjusted  herein,  on any stock exchange,  public bulletin board or other market
place for any twenty market days equals or exceeds U.S.  $25.00 per share.  Such
prices  may be any  combination  of such  markets  and must not be from only one
source.  Such  Mandatory  Exercise right must be exercised by the Company giving
ten days  prior  written  notice to the  Holder  hereof.  After  receipt of such
notice,  the Holder may  exercise  the Warrant as  provided  herein up until the
expiration of the notice period; provided, however, if the Holder requests prior
to the expiration of such notice period registration under the Securities Act of
1933 as amended, (the "Securities Act") of the underlying Shares pursuant to the
Registration Rights Agreement entered into by the Company in connection with the
issuance  of the  Warrant,  the  exercise  of the Warrant may be deferred at the
election of the Holder until such registration is effective under the Securities
Act or until the Company's  obligations to register such shares  pursuant to the
Registration  Rights  Agreement has terminated.  If the Warrant is not exercised
prior to the  expiration  of the notice  period  referred to above,  the Warrant
shall cease to exist.



                                        7

<PAGE>



         9. Original Issue Taxes. The Company will pay all United States,  state
and local (but not foreign)  original issue taxes,  if any, upon the issuance of
this Warrant or the Shares deliverable upon exercise hereof.

         10. Mailing of notices, etc. All notices, and other communications from
the  Company  to the  Holder of this  Warrant  shall be  mailed  by  first-class
registered or certified mail, return receipt requested,  postage prepaid, to the
Holder, at the address set forth in the records of the Company, or to such other
address  furnished  to the Company in writing from time to time by the Holder of
this  Warrant.  All notices from the Holder of this Warrant to the Company shall
be mailed to the Company at World CallNet, Inc., Brecon House Meridian Gate, 207
Marsh Wall, London,  E149YT,  United Kingdom,  Attention:  Paul Goodman-Simpson,
President.

         11. Registration Under the Securities Act of 1933. This Warrant and the
Shares issuable upon exercise of this Warrant have not been registered under the
Securities Act or the securities  acts of any state or foreign country by virtue
of the Registration Statement. This Warrant and all replacement Warrants and all
Shares issued upon exercise of the Warrant shall bear the following legend:

                  This Warrant, and the securities issuable upon the exercise of
                  this Warrant,  have not been  registered  under the Securities
                  Act of 1933,  as  amended  ("Securities  Act")  and may not be
                  sold,  transferred  or  otherwise  disposed  of unless (i) the
                  Shares are registered under the Securities Act of 1933 and the
                  securities  act of any state  applicable to such sale, or (ii)
                  the  proposed  seller  provides the Company with an opinion of
                  counsel that the  securities  are being sold in a  transaction
                  which is  except  from the  registration  requirements  of the
                  Securities  Act of 1933 and any  applicable  state  securities
                  acts  and  the  Company  is  satisfied  that  no  registration
                  statement  is then  required  and that  this  Warrant  and the
                  underlying  securities  may be sold,  transferred or otherwise
                  disposed of in the manner  contemplated  without  registration
                  under the Securities Act of 1933 or any state securities act.

         12.  Laws of the of  Delaware.  This  Warrant  shall  be  governed  by,
interpreted  under and construed in all respects in accordance  with the laws of
the State of Delaware, irrespective of the place of domicile or residence of any
party.  In the  event  of a  controversy  arising  out  of  the  interpretation,
construction,  performance  or breach of this Warrant,  the parties hereby agree
and  consent  to the  jurisdiction  and venue of any State or  Federal  court of
competent jurisdiction.

         13. Entire  Agreement and  Modification.  The Company and the Holder of
this Warrant  hereby  represent and warrant that this Warrant is intended to and
does, contain and embody all of the understandings and agreements,  both written
and oral,  of the  parties  hereto with  respect to the  subject  matter of this
Warrant,  and that there exists no oral,  agreement or understanding  express or
implied,  whereby the absolute, final and unconditional character nature of this
Warrant be in any way  invalidated,  empowered or affected.  A  modification  or
waiver of any of the terms, conditions or


                                        8

<PAGE>



provisions  of this  Warrant  shall be  effective  only if made in  writing  and
executed with the same formality as this Warrant.

         This  Warrant  will become  wholly void and of no effect and the rights
evidenced  hereby will terminate  unless  exercised in accordance with the terms
and  provision  hereof at or before 5:00 P.M.,  London Time,  on the  Expiration
Date.




                     [Remainder of Page Intentionally Blank]




                                        9

<PAGE>



         IN WITNESS  WHEREOF,  the  Company by its duty  authorized  officer has
executed this Warrant on this 9th day of April, 1999.


Attest:                                    World CallNet, Inc



____________________                       By:   _______________________________
                                                 Paul Goodman-Simpson, President



                                       10

<PAGE>




                                FORM OF EXERCISE

         The  undersigned  hereby  irrevocably  elects to exercise  the purchase
rights represented by this Warrant for, and to purchase thereunder,  ___________
Shares of World  CallNet,  Inc.,  a Delaware  corporation,  and  herewith  makes
payment of $10.00 per share, or at total of $__________  therefor,  and requests
that such Shares be issued to:



------------------------------
(Print Name)


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


------------------------------
(Taxpayer Identification Number)



Dated:                        
       -----------------------        ------------------------------------------
                                      (Signature must conform in all respects to
                                      name of holder as specified on the face of
                                      the Warrant)



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