NETMAXIMIZER COM INC
WARRANT TO PURCHASE
<DOCUMENT>
<TYPE>EX-10.12
<SEQUENCE>6
<FILENAME>ex10-12.txt
<DESCRIPTION>WARRANT TO PURCHASE
<TEXT>








                                                            EXHIBIT 10.12


NEITHER THE WARRANTS REPRESENTED BY THIS CERTIFICATE NOR THE SHARES ISSUABLE
UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT. NEITHER SUCH WARRANTS
NOR SUCH SHARES MAY BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT IN
COMPLIANCE WITH SUCH ACT.


                               WARRANT TO PURCHASE
                        1,333,332 SHARES OF COMMON STOCK,
                           PAR VALUE $0.001 PER SHARE,
                                       OF
                             NETMAXIMIZER.COM, INC.


Warrant No. 8


         This Certifies that, for and in consideration of $10.00 and other good
and valuable consideration, Consensus Investments Limited., or its assigns
(collectively, the "Warrantholder"), is entitled to purchase from
Netmaximizer.com, Inc., a corporation incorporated under the laws of the State
of Florida (the "Corporation"), subject to the terms and conditions hereof, One
Million Three Hundred Thirty Three Thousand Three Hundred Thirty Two (1,333,332)
fully paid and nonassessable shares of Common Stock, par value $0.001 per share,
of the Corporation at the Exercise Price (as defined herein).

                                    ARTICLE I

         Section 1.01: Definition of Terms. As used in this Warrant, the
following capitalized terms shall have the following respective meanings:

         (a) Business Day: A day other than a Saturday, Sunday or other day on
which banks in the State of Florida are authorized by law to remain closed.

         (b) Common Stock: Common Stock, $0.001 par value per share, of the
Corporation.


         (c) Common Stock Equivalents: Securities that are convertible into, or
exercisable or exchangeable for, shares of Common Stock.

         (d) Exercise Price: One and 875/1000 Dollars ($1.875) per Warrant Share
as such price may be adjusted from time to time pursuant to Article III hereof.

         (e) Expiration Date: 5:00 P.M., February 11, 2006, Florida time.


         (f) Initial Investment Date: February 12, 2001.



<PAGE>



         (g) Person: An individual, partnership, joint venture, corporation,
trust, unincorporated organization or government of any department or agency
thereof.

         (h) Sale of the Corporation: A consolidation or merger of the
Corporation with or into any other corporation or corporations (other than a
consolidation or merger in which the Corporation is the continuing corporation),
or a sale, conveyance or disposition of all or substantially all of the assets
of the Corporation or the effectuation by the Corporation of a transaction or
series of related transactions in which more than fifty (50%) percent of the
voting power of the Corporation is disposed of.

         (i) Warrant Shares: Shares of Common Stock purchased or purchasable
upon exercise of this Warrant.

                                   ARTICLE II

                        DURATION AND EXERCISE OF WARRANT

         Section 2.01: Duration of Warrant. The Warrantholder may exercise this
Warrant at any time and from time to time after 9:00 A.M on the Initial
Investment Date and before 5:00 P.M., on the Expiration Date. If this Warrant is
not exercised on the Expiration Date, it shall become void, and all rights
hereunder shall thereupon cease.

         Section 2.02: Exercise of Warrant.

         (a) The Warrantholder may exercise this Warrant, in whole or in part,
by presentation and surrender of this Warrant to the Corporation at its
principal corporate office or at the office of its stock transfer agent, if any,
with the subscription form attached hereto as Exhibit A (the "Subscription
Form") duly executed and accompanied by payment of the full Exercise Price for
each Warrant Share to be purchased.

         (b) Upon receipt of this Warrant with the Subscription Form fully
executed and accompanied by payment of the aggregate Exercise Price for the
Warrant Shares for which this Warrant is then being exercised, the Corporation
shall cause to be issued certificates for the total number of whole shares of
Common Stock for which this Warrant is being exercised in such denominations as
are requested for delivery to the Warrantholder registered in the name of the
Warrantholder or its nominee, and the Corporation shall thereupon deliver such
certificates to the Warrantholder. The Warrantholder shall be deemed to be the
holder of record of the shares of Common Stock issuable upon such exercise,
notwithstanding that the stock transfer books of the Corporation shall then be
closed or that certificates representing such shares of Common Stock shall not
then be actually delivered to the Warrantholder.

         (c) In lieu of exercising the Warrant in the manner set forth in
sub-paragraph 2.02(a) and (b) above, and subject to the last sentence of this
sub-paragraph 2.02(c), this Warrant may be exercised without payment of any
other consideration, commission, or remuneration, by presentation and surrender
of the Warrant to the Corporation, together with a written notice of the
Warrantholder's intention to effect a cashless exercise ("Notice of Cashless
Exercise") and the Subscription Form, duly executed. In the event of a Cashless


                                        2
<PAGE>


Exercise, the number of shares to be issued in exchange for the Warrant will be
computed using the following formula:

                                   X = Y (A-B)
                                       -------
                                          A
where:


                X = the number of shares of Common Stock to be issued to the
                  Warrantholder.

                Y = the number of shares of Common Stock for which this Warrant
                  is being exercised.

                A = the Closing Bid Price. The Closing Bid Price means the
                  closing bid price per share of the Common Stock on the last
                  business day prior to the date of receipt of the Warrant, the
                  Notice of Cashless Exercise, and the Subscription Form, on the
                  principal national securities exchange in the United States on
                  which the Common Stock is listed or admitted to trading, or if
                  the Common Stock is not listed or admitted to trading on any
                  such national securities exchange, the average of the highest
                  reported bid and lowest reported asked price, on such day, as
                  furnished by the National Association of Securities Dealers,
                  Inc. ("Nasdaq") through its automated quotation system or a
                  similar organization if Nasdaq is no longer reporting such
                  information.


                B = the Warrant Exercise Price

For purposes of Rule 144 and sub-section (d)(3)(ii) thereof, it is intended,
understood and acknowledged that the Common Stock issuable upon exercise of this
Warrant in a cashless exercise transaction shall be deemed to have been acquired
at the time this Warrant was issued. Moreover, it is intended, understood and
acknowledged that the holding period for the Common Stock issuable upon exercise
of this Warrant in a cashless exercise transaction shall be deemed to have
commenced on the date this Warrant was issued. Notwithstanding anything to the
contrary contained herein, this Warrant may not be exercised in a cashless
exercise transaction if, on the Date of Exercise, the shares of Common Stock to
be issued upon exercise of this Warrant would upon such issuance be then
registered pursuant to an effective and current registration statement.

         (d) In case the Warrantholder shall exercise this Warrant with respect
to less than all of the Warrant Shares that may be purchased under this Warrant,
the Corporation shall execute a new warrant in the form of this Warrant for the
balance of such Warrant Shares and deliver such new warrant to the
Warrantholder.

         (e) The Corporation shall pay any and all stock transfer and similar
taxes which may be payable in respect of the issue of any Warrant Shares to the
Warrantholder.

         Section 2.03: Reservation of Shares. The Corporation hereby agrees that
at all times there shall be reserved for issuance and delivery upon exercise of
this Warrant such number of shares of Common Stock from time to time issuable
upon exercise of this Warrant. All such shares shall be duly authorized, and
when issued upon such exercise, shall be validly issued, fully paid and
nonassessable, free and clear of all liens, security interests, charges and


                                        3
<PAGE>


other encumbrances or restrictions on sale and free and clear of all preemptive
rights.

         Section 2.04: Fractional Shares. The Corporation shall not be required
to issue any fraction of a share of its capital stock in connection with the
exercise of this Warrant, and in any case where the Warrantholder would, except
for the provisions of this Section 2.04, be entitled under the terms of this
Warrant to receive a fraction of a share upon the exercise of this Warrant, the
Corporation shall, upon the exercise of this Warrant and receipt of the Exercise
Price, issue the largest number of whole shares purchasable upon exercise of
this Warrant. The Corporation shall, in lieu of issuing any fractional share,
pay the Warrantholder a sum in cash equal to the fair market value of any such
fractional interest as determined in good faith by the Corporation.


                                   ARTICLE III

                      ADJUSTMENT OF SHARES OF COMMON STOCK
                        PURCHASABLE AND OF EXERCISE PRICE

         The Exercise Price and the number and kind of Warrant Shares shall be
subject to adjustment from time to time upon the happening of certain events as
provided in this Article III.

         Section 3.01:  Mechanical Adjustments.

         (a) In case the Corporation shall at any time or from time to time
after the date hereof (i) pay any dividend, or make any distribution, on the
outstanding shares of Common Stock (or Common Stock Equivalents) in shares of
Common Stock, (ii) subdivide the outstanding shares of Common Stock, (iii)
combine the outstanding shares of Common Stock into a smaller number of shares
or (iv) issue by reclassification of the shares of Common Stock any shares of
capital stock of the Corporation, then and in each such case, the Exercise Price
in effect immediately prior to such event or the record date therefor, whichever
is earlier, shall be adjusted so that the Warrantholder shall be entitled to
receive the number and type of shares of Common Stock which such Warrantholder
would have owned or have been entitled to receive after the happening of any of
the events described above, had such Warrant been converted into Common Stock
immediately prior to the happening of such event or the record date therefor,
whichever is earlier. An adjustment made pursuant to this Section 3.01(a) shall
become effective (x) in the case of any such dividend or distribution,
immediately after the close of business on the record date for the determination
of holders of shares of Common Stock entitled to receive such dividend or
distribution, or (y) in the case of such subdivision, reclassification or
combination, at the close of business on the day upon which such corporate
action becomes effective.

         (b) If the Corporation shall take a record of the holders of its Common
Stock for the purpose of entitling them to receive a dividend or other
distribution and shall thereafter, and before such dividend or distribution is


                                        4
<PAGE>


paid or delivered to stockholders entitled thereto, legally abandon its plan to
pay or deliver such dividend or distribution, then no adjustment in the Exercise
Price then in effect shall be made by reason of the taking of such record, and
any such adjustment previously made as a result of the taking of such record
shall be reversed.

         (c) As used in this Section 3.01 the term "Common Stock" shall mean and
include the Corporation's authorized Common Stock, par value $0.001 per share,
as constituted on the date hereof, and shall also include any capital stock of
any class of the Corporation thereafter authorized which shall neither be
limited to a fixed sum or percentage in respect of the rights of the holders
thereof to participate in dividends nor be entitled to a preference in the
distribution of assets upon the voluntary or involuntary liquidation,
dissolution or winding up of the Corporation.

         (d) In the case of a Sale of the Corporation or a proposed
reorganization of the Corporation or a proposed reclassification of the capital
stock of the Corporation (except a transaction for which provision for
adjustment is otherwise made in this Section 3.01), the Warrant shall thereafter
be exercisable into the number of shares of stock or other securities or
property to which a holder of the number of shares of Common Stock of the
Corporation deliverable upon exercise of such Warrant would have been entitled
upon such Sale of the Corporation, reorganization or reclassification; and, in
any such case, appropriate adjustment (as determined by the Board of Directors)
shall be made in the application of the provisions herein set forth with respect
to the rights and interest thereafter of the holders of the Warrant, to the end
that the provisions set forth herein (including provisions with respect to
changes in and other adjustments of the applicable conversion price) shall
thereafter be applicable, as nearly as reasonably may be, in relation to any
shares of stock or other property thereafter deliverable upon the exercise of
the Warrant. The Corporation shall not effect any such Sale of the Corporation
unless prior to or simultaneously with the consummation thereof the successor
corporation or purchaser, as the case may be, shall assume by written instrument
the obligation to deliver to the Warrantholder such shares of stock, securities
or assets as, in accordance with the foregoing provisions, each such holder is
entitled to receive.

         (e) Except with respect to Excluded Securities (as defined below), in
case the Corporation shall issue any shares of Common Stock (or Common Stock
Equivalents) after the date hereof at a consideration per share (or having a
conversion or exercise price per share) less than the Exercise Price, then in
each such case, the Exercise Price shall be adjusted by multiplying (i) the
Exercise Price in effect on the day immediately prior to the date of issuance of
such shares (or Common Stock Equivalents) by (ii) a fraction, the numerator of
which shall be the sum of (x) the number of shares of Common Stock outstanding
on such date prior to such issuance and (y) the number of shares of Common Stock
purchasable at the then Exercise Price with the aggregate consideration
receivable by the Corporation for the total number of shares of Common Stock so
issued (or issuable upon conversion, exchange or exercise of such Common Stock
Equivalents), and the denominator of which shall be the sum of (x) the number of
shares of Common Stock outstanding on such date prior to such issuance and (y)
the number of additional shares of Common Stock issued (or issuable upon
conversion, exchange or exercise of such Common Stock Equivalents.) An
adjustment made pursuant to this Section 3.01(e) shall be made on the next
Business Day following the date on which any such issuance is made and shall be



                                        5
<PAGE>

effective retroactively to the close of business on the date of such issuance.
For purposes of this Section 3.01(e), the aggregate consideration receivable by
the Corporation in connection with the issuance of shares of Common Stock or of
Common Stock Equivalents shall be deemed to be equal to the sum of the aggregate
offering price (e.g., the aggregate consideration received by the Corporation in
connection with the issuance of all such Common Stock and/or Common Stock
Equivalents before deduction of underwriting discounts or commissions and
expenses payable to third parties, if any) of all such Common Stock and/or
Common Stock Equivalents plus the minimum aggregate amount, if any, payable upon
conversion, exchange or exercise of any such Common Stock Equivalents. The
issuance or reissuance of any shares of Common Stock (whether treasury shares or
newly issued shares) pursuant to a dividend or distribution on, or subdivision,
combination or reclassification of, the outstanding shares of Common Stock
requiring an adjustment in the Exercise Price pursuant to Section 3.01(a) shall
not be deemed to constitute an issuance of Common Stock or Common Stock
Equivalents by the Corporation to which this Section 3.01(e) applies. Upon the
expiration of any unconverted, unexchanged or unexercised Common Stock
Equivalents for which an adjustment has been made pursuant to this Section
3.01(e), the adjustments shall forthwith be reversed to effect such Exercise
Price as would have been in effect if at the time of such Common Stock
Equivalents, to the extent outstanding immediately prior to such expiration or
termination, had never been issued. Excluded Securities shall mean all shares of
Common Stock or Common Stock Equivalents (i) issued and outstanding upon the
Initial Investment Date, and (ii) issued or issuable pursuant to the Company's
1999 Stock Incentive Plan or Non-Employee Director Stock Option Plan.

         (f) Whenever the Exercise Price payable upon exercise of each Warrant
is adjusted pursuant to paragraph (a) of this Section 3.01, the Warrant Shares
shall simultaneously be adjusted by multiplying the number of Warrant Shares
initially issuable upon exercise of each Warrant (as set forth on the front page
of this Warrant) by $1.875 and dividing the product so obtained by the Exercise
Price, as adjusted.

         (g) No adjustment in the Exercise Price shall be required unless such
adjustment would require an increase or decrease of at least one cent ($.01) in
such price; provided, however, that any adjustments which by reason of this
paragraph (h) are not required to be made shall be carried forward and taken
into account in any subsequent adjustment. All calculations under this Section
3.01 shall be made to the nearest cent or to the nearest one-hundredth of a
share, as the case may be. Notwithstanding anything in this Section 3.01 to the
contrary, the Exercise Price shall not be reduced to less than the then existing
par value of the Common Stock as a result of any adjustment made hereunder.

         (h) In the event that at any time, as a result of any adjustment made
pursuant to Section 3.01(a), the Warrantholder thereafter shall become entitled
to receive any shares of capital stock of the Corporation other than Common
Stock, thereafter the number of such other shares so receivable upon exercise of
any Warrant shall be subject to adjustment from time to time in a manner and on
terms as nearly equivalent as practicable to the provisions with respect to the
Common Stock contained in Section 3.01(a).


                                        6
<PAGE>


         Section 3.02: Notices of Adjustment. Whenever the number of Warrant
Shares or the Exercise Price is adjusted as herein provided, the Corporation
shall prepare and deliver forthwith to the Warrantholder a certificate signed by
its President or a Vice President, or by the Treasurer or an Assistant Treasurer
or the Secretary or an Assistant Secretary, setting forth the adjusted number of
shares purchasable upon the exercise of this Warrant and the Exercise Price of
such shares after such adjustment, setting forth a brief statement of the facts
requiring such adjustment and setting forth the computation by which adjustment
was made.

         Section 3.03: Form of Warrant After Adjustments. The form of this
Warrant need not be changed because of any adjustments in the Exercise Price or
the number or kind of the Warrant Shares, and Warrants theretofore or thereafter
issued may continue to express the same price and number and kind of shares as
are stated in this Warrant, as initially issued.

         Section 3.04: Treatment of Warrantholder. Prior to due presentment for
registration of transfer of this Warrant, the Corporation may deem and treat the
Warrantholder as the absolute owner of this Warrant (notwithstanding any
notation of ownership or other writing hereon) for all purposes and shall not be
affected by any notice to the contrary.


                                   ARTICLE IV

              OTHER PROVISIONS RELATING TO RIGHTS OF WARRANTHOLDER

         Section 4.01: No Rights as Shareholders; Notice to Warrantholders.
Nothing contained in this Warrant shall be construed as conferring upon the
Warrantholder the right to vote or to receive dividends or to consent or to
receive notice as a shareholder in respect of any meeting of shareholders for
the election of directors of the Corporation or of any other matter, or any
rights whatsoever as shareholders of the Corporation. The Corporation shall give
notice to the Warrantholder by certified mail if at any time prior to the
expiration or exercise in full of the Warrants, any of the following events
shall occur:

         (a)      the Corporation shall declare any dividend or distribution
                  with respect to its capital stock;

         (b)      a dissolution, liquidation or winding up of the Corporation
                  shall be proposed; or

         (c) a capital reorganization or reclassification of the capital stock
of the Corporation, any consolidation or merger of the Corporation with or into
another corporation, any transaction or series of transactions in which more
than fifty percent (50%) of the voting securities of the Corporation are
transferred to another person, or of any sale or conveyance to another
corporation of the property of the Corporation as an entirety or substantially
as an entirety.


                                        7
<PAGE>


         Such giving of notice shall be initiated at least ten Business Days
prior to the date fixed as a record date or effective date or the date of
closing of the Corporation's stock transfer books for the determination of the
shareholders entitled to such dividend or distribution, or for the determination
of the shareholders entitled to vote on such proposed merger, consolidation,
sale, conveyance, dissolution, liquidation or winding up. Such notice shall
specify such record date or the date of closing the stock transfer books, as the
case may be.

         Section 4.02: Lock Up Period. By accepting this Warrant, the
Warrantholder agrees not to sell any Warrant Shares for up to twelve months
after the effective date of a Registration Statement relating to a public
offering of the Company's Common Stock, registered pursuant to the Securities
Act of 1933, as amended (the "Lock Up Period"), without the prior written
consent of the underwriter.

         Section 4.03: Lost, Stolen, Mutilated or Destroyed Warrants. If this
Warrant is lost, stolen, mutilated or destroyed, the Corporation may, on such
reasonable terms as to indemnity or otherwise as it may in its reasonable
discretion impose (which shall, in the case of a mutilated Warrant, include the
surrender thereof), issue a new Warrant of like denomination and tenor as, and
in substitution for, this Warrant.

                                    ARTICLE V

                             SPLIT-UP, COMBINATION,
                        EXCHANGE AND TRANSFER OF WARRANTS

         Section 5.01: Split-Up, Combination, Exchange and Transfer of Warrants.
Subject to the provisions of Section 5.02 hereof, this warrant may be split up,
combined or exchanged for another Warrant or Warrants containing the same terms
to purchase a like aggregate number of Warrant Shares. If the Warrantholder
desires to split up, combine or exchange this Warrant, the Warrantholder shall
make such request in writing delivered to the Corporation and shall surrender to
the Corporation this Warrant and any other Warrants to be so split-up, combined
or exchanged. Upon any such surrender for a split-up, combination or exchange,
the Corporation shall execute and deliver to the person entitled thereto a
Warrant or Warrants, as the case may be, as so requested. The Corporation shall
not be required to effect any split-up, combination or exchange which will
result in the issuance of a Warrant entitling the Warrantholder to purchase upon
exercise a fraction of a share of Common Stock or a fractional Warrant. The
Corporation may require such Warrantholder to pay a sum sufficient to cover any
tax or governmental charge that may be imposed in connection with any split-up,
combination or exchange of Warrants.

         Section 5.02: Transfer. This Warrant and all rights hereunder may be
sold, transferred or otherwise disposed of, in whole or in part, to any person
in accordance with and subject to the provisions of the Securities Act of 1933,
as amended (the "Securities Act"), and the rules and regulations promulgated
thereunder. Upon the delivery to the Corporation at its principal corporate
office of this Warrant along with a duly completed Assignment Form substantially
in the form of Exhibit B hereto, the Corporation shall execute and deliver a new
Warrant in the form of this Warrant, but registered in the name of the


                           8
<PAGE>


transferee, to purchase the number of Warrant Shares assigned to the transferee.
In case the Warrantholder shall assign this Warrant with respect to less than
all of the Warrant Shares that may be purchased under this Warrant, the
Corporation shall execute a new warrant in the form of this Warrant for the
balance of such Warrant Shares and deliver such new warrant to the
Warrantholder.

         Section  5.03: Restrictive Legend. Each Warrant Share issued upon
exercise of this Warrant shall bear a legend containing the following words:

                  "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
                  REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE
                  SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE
                  SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT IN
                  COMPLIANCE WITH SUCH ACT."

The requirement that the above legend be placed upon certificates evidencing any
such securities shall cease and terminate upon the earliest of the following
events: (i) when such shares are transferred in an underwritten public offering,
(ii) when such shares are transferred pursuant to Rule 144 under the Securities
Act or (iii) when such shares are transferred in any other transaction if the
seller delivers to the Corporation an opinion of its counsel, which counsel and
opinion shall be reasonably satisfactory to the Corporation, or a "no-action"
letter from the Staff of the Securities and Exchange Commission, in either case
to the effect that such legend is no longer necessary in order to protect the
Corporation against a violation by it of the Securities Act upon any sale or
other disposition of such shares without registration thereunder. Upon the
occurrence of such event, the Corporation, upon the surrender of certificates
containing such legend, shall, at its own expense, deliver to the holder of any
such securities as to which the requirement for such legend shall have
terminated, one or more new certificates evidencing such securities not bearing
such legend.


                                   ARTICLE VI

                                  OTHER MATTERS

         Section 6.01: Successors and Assigns. The terms and provisions of this
Warrant shall bind and inure to the benefit of the Warrantholder and its
successors and assigns.

         Section 6.02: No Inconsistent Agreements. The Corporation will not on
or after the date of this Warrant enter into any agreement with respect to its
securities which is inconsistent with the rights granted to the Warrantholder or
otherwise conflicts with the provisions hereof. The rights granted to the
Warrantholder hereunder do not in any way conflict with and are not inconsistent
with the rights granted to holders of the Corporation's securities under any
other agreements.


                                        9
<PAGE>


         Section 6.03: Entire Agreement. This Warrant and the Exhibit hereto
contain the entire agreement among the parties with respect to the subject
matter hereof and supersede all prior and contemporaneous arrangements or
understandings with respect thereto.

         Section 6.04: Amendments and Waivers. The terms and provisions of this
Warrant, including the provisions of this sentence, may be modified or amended,
or any of the provisions hereof waived, temporarily or permanently, pursuant to
the written consent of the Corporation and the Warrantholder.

         Section 6.05: Counterparts. This Warrant may be executed in any number
of counterparts, and each such counterpart hereof shall be deemed to be an
original instrument, but all such counterparts together shall constitute but one
agreement.

         Section 6.06: Governing Law. This Warrant shall be governed by and
construed in accordance with the laws of the State of Florida without giving
effect to the principles of conflicts of law. Each of the parties hereto hereby
irrevocably and unconditionally consents to submit to the exclusive jurisdiction
of the courts of the State of Florida and of the United States of America, in
each case located in the County of Palm Beach, for any action, proceeding or
investigation in any court or before any governmental authority ("Litigation")
arising out of or relating to this Warrant and the transactions contemplated
hereby (and agrees not to commence any Litigation relating thereto except in
such courts), and further agrees that service of any process, summons, notice or
document by U.S. registered mail to its respective address set forth in this
Warrant shall be effective service of process for any Litigation brought against
it in any such court. Each of the parties hereto hereby irrevocably and
unconditionally waives any objection to the laying of venue of any Litigation
arising out of this Warrant or the transactions contemplated hereby in the
courts of the State of Florida or the United States of America, in each case
located in the County of Palm Beach, and hereby further irrevocably and
unconditionally waives and agrees not to plead or claim in any such court that
any such Litigation brought in any such court has been brought in an
inconvenient forum.

         Section 6.07: Notice. All notices, requests, consents and other
communications hereunder to any party shall be deemed to be sufficient if
contained in a written instrument delivered in person or sent by telecopy,
nationally-recognized overnight courier or first class registered or certified
mail, return receipt requested, postage prepaid, addressed to such party at the
address set forth below or such other address as may hereafter be designated in
writing by such party to the other parties:

                  (i)      if to the Corporation. to:

                           David Saltrelli, President
                           Netmaximizer.com, Inc.
                           4400 North Federal Highway, Suite 307
                           Boca Raton, Florida 33431
                           Telecopy: (561) 447-2015



                                       10
<PAGE>


                  (ii)     if to the Warrantholder, to:

                           Consensus Investments Limited
                           Attn: Cueva Holder
                           ANS Bacher House
                           2nd Floor
                           Shirley and East Street
                           P.O. Box 4244
                           Nassau Bahamas

All such notices, requests, consents and other communications shall be deemed to
have been given when received.

         Section 6.08: Severability. Whenever possible, each provision of this
Warrant shall be interpreted in such manner as to be effective and valid, but if
any provision of this Warrant is held to be invalid or unenforceable in any
respect, such invalidity or unenforceability shall not render invalid or
unenforceable any other provision of this Warrant.

         IN WITNESS WHEREOF, this Warrant has been duly executed by the
Corporation under its corporate seal as of the 12th day of February, 2001.

                                                     NETMAXIMIZER.COM, INC.





                                                  By: /s/ David A. Saltrelli
                                                     ---------------------------
                                                      Name:   DAVID SALTRELLI
                                                      Title:  President



Attest: /s/ Peter Schuster
       -----------------------------
          Name:  PETER SCHUSTER
          Title:    Secretary


                                       11

<PAGE>



                              Exhibit A to Warrant
                              --------------------

                              FORM OF SUBSCRIPTION

                 [To be executed only upon exercise of Warrant]


NETMAXIMIZER.COM, INC.

The undersigned registered holder of the within Warrant hereby irrevocably
exercises such Warrant for, and purchases thereunder, _____________1 shares of
Common Stock covered by the within Warrant and requests that the certificates
for such shares be issued in the name of and delivered to, _______________ whose
address is ______________. The undersigned herewith makes payment in full
therefor of the Exercise Price therefor (or $____________ in the aggregate).








                                         --------------------------------
                                            Name:













-----------------------------
1     Insert here the number of shares called for on the face of this Warrant
( or, in case of partial exercise, the portion thereof as to which this Warrant
is being exercised ). In the case of partial exercise, a new Warrant or Warrants
will be issued and delivered, representing the unexercised portion of the
Warrant, to the holder surrendering the Warrant.




<PAGE>



                              Exhibit B to Warrant
                              --------------------

                               FORM OF ASSIGNMENT

                 [To be executed only upon transfer of Warrant]

For value received, the undersigned registered holder of the within Warrant
hereby sells, assigns and transfers unto ____________________ the right
represented by such Warrant to purchase ___________________1 shares of Common
Stock of Netmaximizer.com, Inc. to which such Warrant relates and appoints
_________________ Attorney to make such transfer on the books of
Netmaximizer.com, Inc., maintained for such purpose, with full power of
substitution in the premises.


Dated:
         ---------
                                           CONSENSUS INVESTMENTS LIMITED



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




Signed in the presence of:


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1 2 Insert here the number of shares called for on the face of this Warrant (or,
in the case of a partial assignment, the portion thereof as to which this
Warrant is being assigned). In the case of a partial assignment, a new Warrant
or Warrants will be issued and delivered, representing the unassigned portion of
the Warrant, to the holder surrendering the Warrant.
</TEXT>
</DOCUMENT>
