Exhibit 10.3


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. 1

                               Warrant to Purchase
                              VOID AFTER 5:00 P.M.
                                  April 9, 2002

         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 350,000 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, 2002  (the  "Expiration
Date"),  upon payment  therefor of $4.00 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 $4.00 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. The Exercise Price shall also be subject to adjustment from
         time to time as follows:

                           (1)(A) If the  Company  shall  issue  any  Additional
                  Stock without  consideration or for a consideration  per share
                  less  than  U.S.  $3.50  (the  "Threshold  Price"),  then  the
                  Exercise Price in effect  immediately prior to the issuance of
                  such  Additional  Stock shall  forthwith be reduced to the per
                  share consideration received for such Additional Stock.

                              (B) If the Company shall issue options to purchase
                  or rights to subscribe  for  Additional  Stock (or  securities
                  exercisable  for or  convertible  into  options to purchase or
                  rights to  subscribe  for  Additional  Stock),  the  following
                  provisions shall apply:

                                  (I) The  options  to  purchase  or  rights  to
                           subscribe  for  Additional  Stock  shall be deemed to
                           have been  issued  for a  consideration  equal to the
                           consideration  (determined in the manner  provided in
                           paragraphs  (c)(2) and (c)(3) of this  Section 3), if
                           any, received by the Company upon the issuance


                                        3

<PAGE>



                           of such  options or rights  plus the  purchase  price
                           provided in such options or rights for the Additional
                           Stock covered thereby.

                                 (II)  The   aggregate   number   of  shares  of
                           Additional Stock deliverable upon conversion of or in
                           exchange  for any such  convertible  or  exchangeable
                           securities   or  upon  the  exercise  of  options  to
                           purchase or rights to subscribe for such  convertible
                           or exchangeable  securities and subsequent conversion
                           or  exchange  thereof  shall be  deemed  to have been
                           issued   for   a    consideration    equal   to   the
                           consideration,  if any,  received  by the Company for
                           any such  securities  and  related  options or rights
                           (excluding  any cash  received  on account of accrued
                           interest or accrued  dividends),  plus the additional
                           consideration,  if any, to be received by the Company
                           upon the conversion or exchange of such securities or
                           the  exercise of any  related  options or rights (the
                           consideration  in each case to be  determined  in the
                           manner  provided in  paragraphs  (c)(2) and (c)(3) of
                           this Section 3);

                                (III) In the event of any  change in the  number
                           of  shares  of  Additional  Stock   deliverable  upon
                           exercise of such options or rights or upon conversion
                           of  or  in   exchange   for   such   convertible   or
                           exchangeable  securities,  including, but not limited
                           to,  a  change   resulting   from  the   antidilution
                           provision  thereof,  the Exercise  Price in effect at
                           the  time  shall  forthwith  be  readjusted  to  such
                           Exercise Price as would have been  obtained,  had the
                           adjustment  that was made upon the  issuance  of such
                           options,  rights or securities not converted prior to
                           such change been made upon the basis of such  change;
                           and

                                 (IV) No further  adjustment  of the  applicable
                           Exercise Price shall be made for the actual  issuance
                           of  Additional  Stock (or the issuance of  securities
                           convertible  into Additional  Stock upon the exercise
                           of any such  options or rights)  upon the exercise of
                           any such  options  or  rights  or the  conversion  or
                           exchange  of such  securities  after the  adjustments
                           have been made under this paragraph (c)(1)(B) of this
                           Section 3.

                           (2) In the case of the issuance of  Additional  Stock
                  for cash, the  consideration  shall be deemed to be the amount
                  of  cash  paid  therefor   before   deducting  any  reasonable
                  discounts,  commissions  or other  expenses  allowed,  paid or
                  incurred by the Company for any  underwriting  or otherwise in
                  connection with the issuance and sale thereof.

                           (3) In the case of the issuance of  Additional  Stock
                  for a  consideration  in whole or in part other than cash, the
                  consideration  other  than cash shall be deemed to be the fair
                  value thereof as determined in good faith by Borrower's  Board
                  of Directors.

                           (4)   Additional   Stock  means  any  shares  of  the
                  Company's capital stock or securities convertible, exercisable
                  or exchangeable into the Company's capital stock


                                        4

<PAGE>



                  issued  after the date  hereof,  other than shares of Excluded
                  Stock. Excluded Stock means shares of Common Stock, securities
                  convertible,  exercisable or  exchangeable  into the Company's
                  capital stock, or other  securities (i) issued or to be issued
                  by the Company for which adjustment is made under Section 3(a)
                  or (b),  (ii)  issued  or to be  issued  by the  Company  with
                  respect to outstanding options, warrants, or rights to acquire
                  any shares of capital stock  referenced on Schedule 4.2 to the
                  Securities   Purchases   Agreement   executed  in   connection
                  herewith,  (iii) shares of Common Stock or options or warrants
                  to   purchase   shares  of  Common   Stock  to  be  issued  to
                  shareholders   and/or   option   holders  of  Callnet  Plc  in
                  connection  with the  acquisition  by the  Company  of all the
                  shares  of  capital  stock  of  Callnet  Plc not  owned by the
                  Company, or (iv) issued with the consent of the Purchasers (as
                  described in the Securities Purchase Agreement).

                                    d.  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),  (b) or (c) 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.

                                    e.      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

                                            (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



                                        5

<PAGE>



                                            (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.

                                    f. 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.

                                    g. In the  event  the  Company,  at any time
                           while   this   Warrant   shall   remain   valid   and
                           unexercised,  shall  propose to declare  any  partial
                           liquidating


                                        6

<PAGE>



                           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.

                                    h. 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.



                                        7

<PAGE>



                                    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  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


                                        8

<PAGE>



                           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
                  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


                                        9

<PAGE>



                  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 the Warrants  represented hereby be exercised prior to
                  the  Expiration  Date,  or expire,  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.

                           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


                                       10

<PAGE>



                                    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 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]




                                       11

<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



                                       12

<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
                  $4.00 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)



                                       13