EXHIBIT 4.1
                                  -----------


THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUED UPON ANY EXERCISE HEREOF HAVE
NOT  BEEN  REGISTERED  UNDER  THE  SECURITIES  ACT  OF  1933,  AS  AMENDED  (THE
"SECURITIES  ACT"), OR ANY APPLICABLE  STATE SECURITIES LAWS AND MAY NOT BE SOLD
OR OTHERWISE TRANSFERRED TO ANY PERSON,  INCLUDING A PLEDGEE,  UNLESS (i) EITHER
(A) A REGISTRATION  STATEMENT WITH RESPECT  THERETO SHALL BE EFFECTIVE UNDER THE
SECURITIES  ACT,  OR (B) THE COMPANY  SHALL HAVE  RECEIVED AN OPINION OF COUNSEL
SATISFACTORY  TO THE  COMPANY  THAT AN  EXEMPTION  FROM  REGISTRATION  UNDER THE
SECURITIES ACT IS AVAILABLE,  AND (ii) THERE SHALL HAVE BEEN COMPLIANCE WITH ALL
APPLICABLE STATE SECURITIES OR "BLUE-SKY" LAWS.

No. ______________                                              For the Purchase
                                                      of up to __________ shares
                                                                 of Common Stock


                               WARRANT TO PURCHASE

                                  COMMON STOCK

                                       OF

                                 MEDIAVEST, INC.

                           (A NEW JERSEY CORPORATION)

         Mediavest,  Inc., a New Jersey  corporation (the "COMPANY"),  for value
received,  the  sufficiency  of which is  hereby  acknowledged,  certifies  that
________________,  or his,  her or its  permitted  assigns  (the  "HOLDER"),  is
entitled, subject to the terms set forth below, to purchase from the Company, at
any time or from time to time at or before  the  earlier  of 5:00 p.m.  New York
City local time on August 2, 2008 (the "EXPIRATION DATE") and the termination of
this Warrant as provided in Section 7 hereof, up to ___________ shares of common
stock,  par value  $0.0001 per share,  of the  Company  ("COMMON  STOCK"),  at a
purchase  price  per  share  equal to $2.50 per share  (the  "BASE  PRICE"),  as
adjusted upon the occurrence of certain events as set forth in Section 2 of this
Warrant.  The shares of Common Stock issuable upon exercise of this Warrant, and
the purchase price per share, are hereinafter referred to as "WARRANT STOCK" and
the "PURCHASE PRICE," respectively.

         1. Exercise.

                  1.1 Manner of Exercise;  Payment in Cash.  This Warrant may be
         exercised  by the Holder,  in whole or in part,  by  surrendering  this
         Warrant,  with the  purchase  form  appended  hereto as  EXHIBIT A duly
         executed by the Holder,  at the principal office of the Company,  or at
         such other place as the Company may  designate,  accompanied by payment
         in full of the  Purchase  Price  payable  in  respect  of the number of
         shares of Warrant Stock  purchased upon such  exercise.  Payment of the
         Purchase  Price shall be in cash or by certified or official bank check
         payable to the order of the Company.

<PAGE>

                  1.2  Effectiveness.  Each  exercise of this  Warrant  shall be
         deemed to have been effected immediately prior to the close of business
         on the day on which this  Warrant  shall have been  surrendered  to the
         Company as provided in Section 1.1 above.  At such time,  the person or
         persons in whose name or names any certificates for Warrant Stock shall
         be issuable  upon such  exercise as provided in Section 1.3 below shall
         be deemed to have become the holder or holders of record of the Warrant
         Stock represented by such certificates.

                  1.3. Delivery of Certificate(s).  As soon as practicable after
         the  exercise  of this  Warrant  in full or in part,  and in any  event
         within three (3) business  days  thereafter,  the Company,  at its sole
         expense,  will cause to be issued in the name of, and delivered to, the
         Holder,  or, subject to the terms and conditions hereof, as such Holder
         (upon  payment by such  Holder of any  applicable  transfer  taxes) may
         direct:

                           (a) A certificate or  certificates  for the number of
                  full  shares of Warrant  Stock to which such  Holder  shall be
                  entitled upon such  exercise,  plus, in lieu of any fractional
                  share to which such Holder would  otherwise be entitled,  cash
                  in an amount determined pursuant to Section 1.4 hereof, and

                           (b) In case  such  exercise  is in part  only,  a new
                  warrant or  warrants  (dated the date  hereof) of like  tenor,
                  calling in the  aggregate on the face or faces thereof for the
                  number of shares of Warrant  Stock  (without  giving effect to
                  any  adjustment  therein)  equal to the number of such  shares
                  called  for on the face of this  Warrant  minus the  number of
                  such  shares  purchased  by the Holder  upon such  exercise as
                  provided in Section 1.1 above.

                  1.4. Fractional Shares. The Company shall not be required upon
         the exercise of this Warrant to issue any fractional  shares, but shall
         make an  adjustment  therefor  in cash on the basis of the fair  market
         value  of the  Warrant  Stock  reasonably  determined  by the  Board of
         Directors  of the Company  (and,  in the case of a  conversion  of this
         Warrant, in accordance with Section 1.5(c)).

                  1.5      Right to Convert Warrant into Stock; Net Issuance.

                  (a) Right to Convert. Subject to Section 7, in addition to and
         without  limiting  the  rights  of the  Holder  under the terms of this
         Warrant, the Holder shall have the right to convert this Warrant or any
         portion thereof (the  "CONVERSION  RIGHT") into shares of Warrant Stock
         as provided in this Section 1.5 at any time or from time to time during
         the term of this Warrant.  Upon exercise of the  Conversion  Right with
         respect to a particular  number of shares  subject to this Warrant (the
         "CONVERTED  WARRANT  SHARES"),  the Company shall deliver to the Holder
         (without  payment  by the Holder of any  Purchase  Price or any cash or
         other   consideration)   that  number  of  shares  of  fully  paid  and
         nonassessable  Warrant Stock equal to the quotient obtained by dividing
         (X) the value of this Warrant (or the specified  portion hereof) on the
         Conversion  Date (as defined in  subsection  (b)  hereof),  which value
         shall be determined by subtracting (A) the aggregate  Purchase Price of
         the Converted  Warrant Shares  immediately prior to the exercise of the
         Conversion  Right  from  (B) the  aggregate  fair  market  value of the
         Converted Warrant Shares issuable upon exercise of this Warrant (or the
         specified portion hereof) on the Conversion Date (as herein defined) by
         (Y) the  fair  market  value  of one  share  of  Warrant  Stock  on the
         Conversion Date (as herein defined).


                                       2
<PAGE>

         Expressed as a formula, such conversion shall be computed as follows:

         N        =     B-A
                        ---
                         Y

        where:          N     = the number of shares of  Warrant  Stock that may
                              be issued to Holder

                        Y     = the fair  market  value  (FMV)  of one  share of
                              Warrant Stock

                        A     = the aggregate  Warrant Price (Converted  Warrant
                              Shares x Purchase Price)

                        B     = the aggregate FMV (i.e., FMV x Converted Warrant
                              Shares)

         No fractional  shares shall be issuable upon exercise of the Conversion
         Right,  and,  if the  number  of  shares  to be  issued  determined  in
         accordance with the foregoing formula is other than a whole number, the
         Company  shall pay to the  Holder  an amount in cash  equal to the fair
         market value of the resulting fractional share of the Conversation Date
         (as herein defined).

                  (b) Method of Exercise.  The Conversion Right may be exercised
         by the Holder by the surrender of this Warrant at the principal  office
         of the Company together with the Subscription Form in the form attached
         hereto, duly completed and executed and indicating the number of shares
         subject to this  Warrant  which are being  surrendered  (referred to in
         Section 1.5(a) hereof as the Converted  Warrant  Shares) in exercise of
         the Conversion  Right.  Such conversion shall be effective upon receipt
         by the Company of this Warrant,  together  with the  aforesaid  written
         statement,  or  on  such  later  date  as  is  specified  therein  (the
         "CONVERSION  DATE"),  and, at the election of the Holder hereof, may be
         made contingent  upon the occurrence of any of the events  specified in
         Section 7.  Certificates  for the shares  issuable upon exercise of the
         Conversion  Right and,  if  applicable,  a new  warrant  (date the date
         hereof)  evidencing the balance of the shares remaining subject to this
         Warrant,  shall  be  issued  as of the  Conversion  Date  and  shall be
         delivered  to  the  Holder  within  thirty  (30)  days   following  the
         Conversion Date.

                  (c)  Determination  of Fair Market Value. For purposes of this
         Section 1.5,  "FAIR MARKET  VALUE" of a share of Warrant  Stock as of a
         particular date (the "DETERMINATION DATE") shall mean:

                                    (1) If the Company's  Common Stock is traded
                           on an exchange or is quoted on the Nasdaq National or
                           Small Cap Market,  then the closing  price on the day
                           before the Determination Date;


                                       3
<PAGE>

                                    (2) If the  Company's  Common  Stock  is not
                           traded on an  exchange  or on the Nasdaq  National or
                           Small   Cap    Market    but   is   traded   in   the
                           over-the-counter  market,  then the closing  price on
                           the day before the Determination Date;

                                    (3) In the event that the Determination Date
                           is the date of a liquidation,  dissolution or winding
                           up,  or  any  event  deemed  to  be  a   liquidation,
                           dissolution or winding up with respect to the Warrant
                           Stock   under   the    Company's    Certificate    of
                           Incorporation,  then the fair market  value per share
                           of  the  Warrant   Stock  shall  be   determined   by
                           aggregating  all  amounts to be payable  per share to
                           holders  of the  Warrant  Stock in the  event of such
                           liquidation, dissolution or winding up; or

                                    (4) In all  other  cases,  the  fair  market
                           value  per  share  of  the  Warrant  Stock  shall  be
                           determined  in good faith by the  Company's  Board of
                           Directors upon review of relevant factors.

         2. Certain Adjustments.  The Purchase Price and the number of shares of
Warrant  Stock  deliverable  upon  exercise of the  Warrant  shall be subject to
adjustment from time to time as follows:

                           2.1 Subdivision, Reclassification or Change in Common
         Stock. In the event of any subdivision,  reclassification  or change of
         the Common Stock into a greater number or different class or classes of
         stock, the number of shares of Warrant Stock  deliverable upon exercise
         of this Warrant shall be determined in accordance with the terms of the
         Certificate of  Incorporation,  and the Purchase Price for such Warrant
         Stock shall be proportionately reduced.

                  2.2 Consolidation, Reclassification or Change in Common Stock.
         In the event of any  consolidation,  reclassification  or change of the
         Common  Stock  into a lesser  number or  different  class or classes of
         stock, the number of shares of Warrant Stock  deliverable upon exercise
         of this Warrant shall be determined in accordance with the terms of the
         Certificate of  Incorporation,  and the Purchase Price for such Warrant
         Stock shall be proportionately increased.

                  2.3   Reorganizations.   If  there  shall  occur  any  capital
         reorganization   of  the  Common  Stock  (other  than  a   subdivision,
         combination, reclassification or change in par value), then, as part of
         any such  reorganization,  lawful  provision  shall be made so that the
         Holder shall have the right  thereafter to receive upon the exercise of
         this Warrant the kind and amount of shares of stock or other securities
         or property  which such Holder would have been  entitled to receive if,
         immediately prior to any such reorganization,  such Holder had held the
         number of shares of Common Stock which were then  purchasable  upon the
         exercise of this Warrant. In any such case,  appropriate adjustment (as
         reasonably  determined by the Board of Directors of the Company)  shall
         be made in the  application  of the  provisions  set forth  herein with
         respect to the rights and interests  thereafter of the Holder such that
         the provisions set forth in this Section 2 (including  provisions  with
         respect to  adjustment  of the  Purchase  Price)  shall  thereafter  be
         applicable, as nearly as is reasonably practicable,  in relation to any
         shares of stock or other securities or property thereafter  deliverable
         upon the exercise of this Warrant.



                                       4
<PAGE>

                  2.4 Merger,  Consolidation  or Sale of Assets.  Subject to the
         provisions of Section 7, if there shall be a merger or consolidation of
         the Company  with or into another  corporation  (other than a merger or
         reorganization involving only a change in the state of incorporation of
         the Company or the acquisition by the Company of other businesses where
         the  Company  survives  as a  going  concern),  or the  sale  of all or
         substantially all of the Company's capital stock or assets to any other
         person, then as a part of such transaction,  provision shall be made so
         that the Holder shall  thereafter  be entitled to receive the number of
         shares of stock or other  securities or property of the Company,  or of
         the successor corporation  resulting from the merger,  consolidation or
         sale,  to which the Holder  would have been  entitled if the Holder had
         exercised  its  rights  pursuant  to  this  Warrant  immediately  prior
         thereto. In any such case,  appropriate adjustment shall be made in the
         application  of the  provisions  of this  Section 2 to the end that the
         provisions of this Section 2 shall be applicable after that event in as
         nearly equivalent a manner as may be practicable.

                  2.5 Certificate of Adjustment. When any adjustment is required
         to be made in the Purchase  Price,  the Company shall  promptly mail to
         the Holder a certificate  setting  forth the Purchase  Price after such
         adjustment and setting forth a brief  statement of the facts  requiring
         such adjustment.  Delivery of such certificate  shall be deemed to be a
         final and binding  determination with respect to such adjustment unless
         challenged by the Holder within ten (10) days of receipt thereof.  Such
         certificate  shall also set forth the kind and amount of stock or other
         securities  or property  into which this Warrant  shall be  exercisable
         following the occurrence of any of the events specified in this Section
         2.

         3.       Compliance with Securities Act.

                  3.1 Unregistered Securities. The Holder acknowledges that this
         Warrant  and the  Warrant  Stock  have not been  registered  under  the
         Securities Act, and agrees not to sell, pledge,  distribute,  offer for
         sale,  transfer  or  otherwise  dispose of this  Warrant or any Warrant
         Stock in the absence of (i) an effective  registration  statement under
         the  Securities  Act covering  this  Warrant or such Warrant  Stock and
         registration  or  qualification  of this Warrant or such Warrant  Stock
         under any applicable "blue-sky" or state securities law then in effect,
         or (ii) an opinion of counsel,  satisfactory to the Company,  that such
         registration and qualification are not required.  The Company may delay
         issuance  of the  Warrant  Stock  until  completion  of any  action  or
         obtaining of any consent,  which the Company deems  necessary under any
         applicable  law  (including  without  limitation  state  securities  or
         "blue-sky" laws).

                  3.2 Legend.  Certificates  delivered to the Holder pursuant to
         Section   1.3  shall  bear  the   following   legend  or  a  legend  in
         substantially similar form:

                  "THE SECURITIES  REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
                  REGISTERED  UNDER THE SECURITIES  ACT OF 1933, AS AMENDED,  OR
                  APPLICABLE  STATE  SECURITIES  LAWS. THE SECURITIES MAY NOT BE
                  OFFERED FOR SALE,  SOLD,  TRANSFERRED  OR ASSIGNED  (I) IN THE
                  ABSENCE OF (A) AN  EFFECTIVE  REGISTRATION  STATEMENT  FOR THE
                  SECURITIES  UNDER THE SECURITIES  ACT OF 1933, AS AMENDED,  OR
                  APPLICABLE  STATE  SECURITIES  LAWS,  OR  (B)  AN  OPINION  OF
                  COUNSEL, IN A REASONABLY ACCEPTABLE FORM, THAT REGISTRATION IS
                  NOT REQUIRED  UNDER SAID ACT OR  APPLICABLE  STATE  SECURITIES
                  LAWS,  OR (II)  UNLESS  SOLD  PURSUANT  TO RULE 144 UNDER SAID
                  ACT."



                                       5
<PAGE>

         4.  Reservation  of  Stock.  The  Company  agrees  that,  prior  to the
expiration of this Warrant, the Company will at all times have authorized and in
reserve,  and will keep  available,  solely for  issuance or  delivery  upon the
exercise of this Warrant,  the shares of Common Stock and other  securities  and
properties  as from time to time shall be  receivable  upon the exercise of this
Warrant,  free and clear of all  restrictions  on sale or transfer  and free and
clear of all preemptive rights and rights of first refusal.

         5.  Replacement  of  Warrants.  Upon  receipt  of  evidence  reasonably
satisfactory  to the Company of the loss,  theft,  destruction  or mutilation of
this Warrant and (in the case of loss, theft or destruction) upon delivery of an
indemnity agreement (with surety if reasonably required) in an amount reasonably
satisfactory to the Company,  or (in the case of mutilation)  upon surrender and
cancellation  of this Warrant,  the Company will issue,  in lieu thereof,  a new
Warrant of like tenor.

         6.       Registration Rights.

                  6.1.  "Piggy  Back"  Registration.  If at any time the Company
         shall determine to register under the Securities Act, any of its Common
         Stock, other than on Form S-8 or its then equivalent,  it shall send to
         the Holder written notice of such  determination  and, if within thirty
         (30) days after receipt of such notice,  the Holder shall so request in
         writing,  the  Company  shall use its best  efforts  to include in such
         registration statement all or any part of the Warrant Stock except that
         if, in connection with any offering involving an underwriting of Common
         Stock to be issued  by the  Company,  the  managing  underwriter  shall
         impose a limitation  on the number of shares of such Common Stock which
         may be  included in any such  registration  statement  because,  in its
         judgment,  such  limitation  is necessary  to effect an orderly  public
         distribution, and such limitation is imposed pro rata among the holders
         of such Common  Stock  having an  incidental  ("PIGGY  BACK")  right to
         include such Common Stock in the  registration  statement  according to
         the amount of such Common  Stock which each holder had  requested to be
         included pursuant to such right, then the Company shall be obligated to
         include in such registration statement only such limited portion of the
         Warrant Stock with respect to which the Holder has requested  inclusion
         hereunder.


                  6.2.  Effectiveness.  The Company will use its best efforts to
         maintain  the  effectiveness  for  up to  twelve  (12)  months  of  any
         registration  statement  pursuant to which any of the Warrant  Stock is
         being  offered,  and from time to time will  amend or  supplement  such
         registration  statement and the prospectus  contained therein as and to
         the  extent  necessary  to  comply  with  the  Securities  Act  and any
         applicable  state  securities  statute or regulation.  The Company will
         also provide the Holder with as many copies of the prospectus contained
         in any such registration statement as it may reasonably request.


                                       6
<PAGE>

                  6.3.  Indemnification of Holder. In the event that the Company
         registers  any of the  Warrant  Stock  under the  Securities  Act,  the
         Company will  indemnify  and hold  harmless the Holder from and against
         any and all losses, claims, damages, expenses or liabilities,  to which
         it becomes  subject under the Securities Act or under any other statute
         or at common law or otherwise,  and,  except as  hereinafter  provided,
         will  reimburse the Holder for any legal or other  expenses  reasonably
         incurred  by it in  connection  with  investigating  or  defending  any
         actions  whether or not  resulting  in any  liability,  insofar as such
         losses, claims, damages, expenses,  liabilities or actions arise out of
         or are based upon any untrue statement or alleged untrue statement of a
         material  fact  contained  in  the  registration   statement,   in  any
         preliminary or amended preliminary  prospectus or in the prospectus (or
         the  registration  statement or prospectus as from time to time amended
         or  supplemented  by the Company) or arise out of or are based upon the
         omission or alleged  omission to state therein a material fact required
         to be  stated  therein  or  necessary  in order to make the  statements
         therein not  misleading  or any violation by the Company of any rule or
         regulation  promulgated  under the  Securities  Act  applicable  to the
         Company and  relating to action or inaction  required of the Company in
         connection  with such  registration,  unless such untrue  statement  or
         omission  was  made  in such  registration  statement,  preliminary  or
         amended,  preliminary  prospectus or prospectus in reliance upon and in
         conformity  with  information  furnished  in writing to the  Company in
         connection therewith by the Holder expressly for use therein.  Promptly
         after receipt by the Holder of notice of the commencement of any action
         in respect of which  indemnity may be sought  against the Company,  the
         Holder will notify the Company in writing of the commencement  thereof,
         and, subject to the provisions  hereinafter  stated,  the Company shall
         assume the defense of such action (including the employment of counsel,
         who shall be counsel  reasonably  satisfactory to the Holder),  and the
         payment of expenses  insofar as such action shall relate to any alleged
         liability  in  respect of which  indemnity  may be sought  against  the
         Company.  The Holder shall have the right to employ separate counsel in
         any such action and to participate in the defense  thereof but the fees
         and expenses of such counsel shall not be at the expense of the Company
         unless the employment of such counsel has been specifically  authorized
         by the Company. The Company shall not be liable to indemnify any person
         for any  settlement of any such action  effected  without the Company's
         consent.

                  6.4. Indemnification of Company. In the event that the Company
         registers any of the Warrant Stock under the Securities Act, the Holder
         will  indemnify and hold harmless the Company,  each of its  directors,
         each of its officers who have signed the registration  statement,  each
         underwriter of the shares so registered (including any broker or dealer
         through whom such of the shares may be sold) and each  person,  if any,
         who  controls  the  Company  within  the  meaning  of Section 15 of the
         Securities  Act from and against any and all losses,  claims,  damages,
         expenses or liabilities, joint or several, to which they or any of them
         may become  subject under the Securities Act or under any other statute
         or at common law or otherwise,  and,  except as  hereinafter  provided,
         will reimburse the Company and each such director, officer, underwriter
         or  controlling  person  for any  legal  or other  expenses  reasonably
         incurred by them or any of them in  connection  with  investigating  or
         defending  any  actions  whether  or not  resulting  in any  liability,
         insofar as such  losses,  claims,  damages,  expenses,  liabilities  or
         actions arise out of or are based upon any untrue  statement or alleged
         untrue  statement  of a material  fact  contained  in the  registration
         statement,  in any preliminary or amended preliminary  prospectus or in
         the prospectus (or in the registration  statement or prospectus as from
         time to time amended or supplemented) or arise out of or are based upon
         the  omission  or alleged  omission  to state  therein a material  fact
         required  to be  stated  therein  or  necessary  in  order  to make the
         statements  therein  not  misleading,  but  only  insofar  as any  such
         statement or omission was made in reliance upon and in conformity  with
         information furnished in writing to the Company in connection therewith
         by the Holder  expressly  for use therein.  Promptly  after  receipt of
         notice of the  commencement of any action in respect of which indemnity
         may be sought against the Holder, the Company will notify the Holder in
         writing of the commencement  thereof,  and the Holder shall, subject to
         the provisions  hereinafter  stated,  assume the defense of such action
         (including the employment of counsel,  who shall be counsel  reasonably
         satisfactory  to the  Company)  and the payment of expenses  insofar as
         such action shall  relate to the alleged  liability in respect of which
         indemnity may be sought  against the Holder.  The Company and each such
         director,  officer,  underwriter or  controlling  person shall have the
         right to employ separate  counsel in any such action and to participate
         in the defense  thereof but the fees and expenses of such counsel shall
         not be at the expense of the Holder  unless  employment of such counsel
         has been specifically authorized by the Holder. The Holder shall not be
         liable to indemnify  any person for any  settlement  of any such action
         effected without the Holder's consent.


                                       7
<PAGE>

                  7. Termination Upon Certain Events. If there shall be a merger
         or consolidation of the Company with or into another corporation (other
         than a merger or reorganization involving only a change in the state of
         incorporation of the Company or the acquisition by the Company of other
         businesses where the Company survives as a going concern),  or the sale
         of all or substantially all of the Company's capital stock or assets to
         any other person,  or the  liquidation  or  dissolution of the Company,
         then as a part of such transaction, at the Company's option, either:

                  (a)  provision   shall  be  made  so  that  the  Holder  shall
         thereafter  be  entitled  to  receive  the number of shares of stock or
         other  securities  or  property  of the  Company,  or of the  successor
         corporation resulting from the merger,  consolidation or sale, to which
         the Holder  would have been  entitled if the Holder had  exercised  its
         rights pursuant to this Warrant immediately prior thereto (and, in such
         case,  appropriate  adjustment  shall be made in the application of the
         provisions  of this  Section  7(a) to the end  that the  provisions  of
         Section 2 shall be applicable after that event in as nearly  equivalent
         a manner as may be practicable); or

                  (b) this Warrant shall terminate on the effective date of such
         merger,  consolidation or sale (the "TERMINATION DATE") and become null
         and  void,  provided  that if this  Warrant  shall  not have  otherwise
         terminated  or  expired,  (i) the  Company  shall have given the Holder
         written notice of such  Termination  Date at least twenty (20) business
         days prior to the occurrence thereof and (ii) the Holder shall have the
         right until 5:00 p.m., New York City local time, on the day immediately
         prior to the Termination  Date to exercise its rights  hereunder to the
         extent not previously exercised.

         8.  Transferability.  Without the prior written consent of the Company,
this Warrant shall not be assigned,  pledged or hypothecated in any way (whether
by  operation  of law or  otherwise)  and shall  not be  subject  to  execution,
attachment or similar  process.  Any  attempted  transfer,  assignment,  pledge,
hypothecation  or other  disposition  of this  Warrant or of any rights  granted
hereunder  contrary  to the  provisions  of this  Section  8, or the levy of any
attachment  or similar  process upon this Warrant or such rights,  shall be null
and void.


                                       8
<PAGE>

         9. No Rights as  Stockholder.  Until the exercise of this Warrant,  the
Holder shall not have or exercise any rights by virtue  hereof as a  stockholder
of the Company.

         10. Notices. All notices,  requests and other communications  hereunder
shall be in writing,  shall be either (i) delivered by hand, (ii) made by telex,
telecopy or facsimile  transmission,  (iii) sent by overnight  courier,  or (iv)
sent by registered mail, postage prepaid,  return receipt requested. In the case
of notices  from the  Company to the  Holder,  they shall be sent to the address
furnished to the Company in writing by the last Holder who shall have  furnished
an address to the Company in writing. All notices from the Holder to the Company
shall be  delivered  to the  Company at its offices at 2121 Avenue of the Stars,
Suite 1650, Los Angeles,  California 90067, Attention:  Chief Executive Officer,
or such other  address as the Company  shall so notify the Holder.  All notices,
requests and other  communications  hereunder shall be deemed to have been given
(i) by hand, at the time of the delivery  thereof to the receiving  party at the
address  of such  party  described  above,  (ii) if made by telex,  telecopy  or
facsimile  transmission,  at the time that receipt thereof has been acknowledged
by electronic confirmation or otherwise,  (iii) if sent by overnight courier, on
the next business day following the day such notices is delivered to the courier
service, or (iv) if sent by registered mail, on the fifth business day following
the day such mailing is made.

         11.  Waivers and  Modifications.  Any term or provision of this Warrant
may be waived only by written  document  executed  by the party  entitled to the
benefits of such terms or  provisions.  The terms and provisions of this Warrant
may be modified  or amended  only by written  agreement  executed by the parties
hereto.

         12.  Headings.  The  headings in this  Warrant are for  convenience  of
reference only and shall in no way modify or affect the meaning or  construction
of any of the terms or provisions of this Warrant.

         13.  Governing  Law.  This Warrant will be governed by and construed in
accordance  with and governed by the laws of New York without  giving  effect to
the conflict of law principles thereof.

                            [Signature Page Follows]


                                       9
<PAGE>


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



                                       MEDIAVEST, INC.



                                       By:
                                          -------------------------
                                          Name:
                                          Title:

<PAGE>


                                    EXHIBIT A

                                  PURCHASE FORM

To:      MEDIAVEST, INC.

The  undersigned  pursuant to the provisions  set forth in the attached  Warrant
hereby irrevocably elects to (check one):

         _____
                            (A)  purchase  ___________________  shares of Common
                            Stock,  par value  $0.0001 per share,  of Mediavest,
                            Inc. (the "COMMON  STOCK"),  covered by such Warrant
                            and  herewith   makes  payment  of   $_____________,
                            representing the full purchase price for such shares
                            at the price per share provided for in such Warrant;
                            or

         _____
                            (B) convert  ______________________  Warrant  Shares
                            into  that  number  of  shares  of  fully  paid  and
                            nonassessable  shares  of Common  Stock,  determined
                            pursuant  to the  provisions  of Section  1.5 of the
                            Warrant.

         Common Stock for which the Warrant may be exercised or converted  shall
be known herein as "WARRANT Stock."

         The  undersigned  is aware that Warrant Stock has not been and will not
be registered  under the  Securities  Act of 1933,  as amended (the  "SECURITIES
ACT"), or any state securities  laws. The undersigned  understands that reliance
by the Company on exemptions under the Securities Act is predicated in part upon
the truth and accuracy of the  statements  of the  undersigned  in this Purchase
Form.

         The undersigned  represents and warrants that (i) he has been furnished
with all  information  which he deems necessary to evaluate the merits and risks
of the  purchase  of  Warrant  Stock,  (ii) he has had  the  opportunity  to ask
questions  concerning Warrant Stock and the Company and all questions posed have
been answered to his  satisfaction,  (iii) he has been given the  opportunity to
obtain any additional  information he deems  necessary to verify the accuracy of
any information  obtained  concerning  Warrant Stock and the Company and (iv) he
has such knowledge and  experience in financial and business  matters that he is
able to evaluate the merits and risks of purchasing Warrant Stock and to make an
informed investment decision relating thereto.

         The  undersigned  hereby  represents  and warrant that he is purchasing
Warrant Stock for his own account for investment and not with a view to the sale
or distribution of all or any part of Warrant Stock.

<PAGE>

         The  undersigned  understands  that because  Warrant Stock has not been
registered  under the Securities Act, he must continue to bear the economic risk
of the investment  for an indefinite  period of time and Warrant Stock cannot be
sold unless it is subsequently  registered  under  applicable  federal and state
securities laws or an exemption from such registration is available.

         The  undersigned  agrees that he will in no event sell or distribute or
otherwise  dispose  of all or any part of Warrant  Stock  unless (i) there is an
effective  registration  statement under the Securities Act and applicable state
securities laws covering any such transaction  involving  Warrant Stock, or (ii)
the Company receives an opinion legal counsel  acceptable to the Company stating
that such transaction is exempt from registration.  The undersigned  consents to
the placing of a legend on his certificate  for Warrant Stock stating:  (i) that
the resale or transfer of the Warrant Stock has not been  registered and setting
forth the restriction on transfer  contemplated  hereby; and (ii) to the placing
of a  stop-transfer  order on the  books of the  Company  and with any  transfer
agents  against  Warrant  Stock  until  Warrant  Stock may be legally  resold or
distributed without restriction.

         The  undersigned  has  considered  the  federal  and state  income  tax
implications of the exercise of the Warrant and the purchase and subsequent sale
of the Warrant Stock.



                                       -------------------------------
                                       Signature

                                       -------------------------------
                                       Print Name

                                       or

                                       Entity Name:
                                                   -------------------
                                       By:
                                          ----------------------------
                                       Signature

                                       -------------------------------
                                       Print Name

                                       -------------------------------
                                       Title