FUSION NETWORKS HOLDINGS INC
FORM OF WARRANT
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>4
<FILENAME>0004.txt
<DESCRIPTION>FORM OF WARRANT
<TEXT>



NEITHER THESE  SECURITIES  NOR THE  SECURITIES  INTO WHICH THESE  SECURITIES ARE
EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE  COMMISSION OR
THE  SECURITIES  COMMISSION  OF ANY STATE IN  RELIANCE  UPON AN  EXEMPTION  FROM
REGISTRATION  UNDER SECURITIES ACT OF 1933, AS AMENDED (THE  "SECURITIES  ACT"),
AND,  ACCORDINGLY,  MAY NOT BE OFFERED OR SOLD EXCEPT  PURSUANT TO AN  EFFECTIVE
REGISTRATION  STATEMENT  UNDER THE  SECURITIES  ACT OR PURSUANT TO AN  AVAILABLE
EXEMPTION FROM THE REGISTRATION  REQUIREMENTS  THEREUNDER AND IN COMPLIANCE WITH
APPLICABLE STATE SECURITIES OR BLUE SKY LAWS.

                          FUSION NETWORKS HOLDINGS INC.
                                     WARRANT

Warrant No.___                                           Dated: November 9, 2000

     Fusion Networks  Holdings,  Inc., a Delaware  corporation  (the "Company"),
hereby certifies that, for value received,  __________________ or its registered
assigns  ("Holder"),  is  entitled,  subject  to the terms set forth  below,  to
purchase from the Company up to a total of  ___________  shares of common stock,
$.00001 par value per share (the  "Common  Stock"),  of the  Company  (each such
share,  a "Warrant  Share" and all such  shares,  the  "Warrant  Shares")  at an
exercise  price  equal to $0.6728  per share (as  adjusted  from time to time as
provided in Section 9, the "Exercise Price"),  at any time and from time to time
from and after the date hereof and through and  including  November 8, 2005 (the
"Expiration Date"), and subject to the following terms and conditions:

     1. Registration of Warrant.  The Company shall register this Warrant,  upon
records  to be  maintained  by  the  Company  for  that  purpose  (the  "Warrant
Register"),  in the name of the  record  Holder  hereof  from time to time.  The
Company may deem and treat the registered Holder of this Warrant as the absolute
owner hereof for the purpose of any exercise  hereof or any  distribution to the
Holder,  and for all other  purposes,  and the Company  shall not be affected by
notice to the contrary.

     2. Registration of Transfers and Exchanges.

          (a) The Company  shall  register  the  transfer of any portion of this
     Warrant in the Warrant Register,  upon surrender of this Warrant,  with the
     Form of  Assignment  attached  hereto duly  completed  and  signed,  to the
     Transfer  Agent or to the  Company at its  address  for notice set forth in
     Section  13.  Upon any such  registration  or  transfer,  a new  warrant to
     purchase Common Stock, in substantially  the form of this Warrant (any such
     new warrant,  a "New  Warrant"),  evidencing the portion of this Warrant so
     transferred shall be issued to the transferee and a New Warrant  evidencing
     the remaining portion of this Warrant not so transferred,  if any, shall be
     issued to the transferring Holder. The acceptance of the New Warrant by the
     transferee thereof shall be deemed the acceptance of such transferee of all
     of the rights and obligations of a holder of a Warrant.
<PAGE>

          (b) This Warrant is  exchangeable,  upon the  surrender  hereof by the
     Holder to the office of the  Company at its address for notice set forth in
     Section 13 for one or more New  Warrants,  evidencing  in the aggregate the
     right to purchase the number of Warrant  Shares which may then be purchased
     hereunder. Any such New Warrant will be dated the date of such exchange.

     3. Duration and Exercise of Warrants.

          (a) This Warrant shall be exercisable by the registered  Holder on any
     business  day before  6:30 P.M.,  New York City time,  at any time and from
     time to time on or after the date hereof to and  including  the  Expiration
     Date. At 6:30 P.M., New York City time on the Expiration  Date, the portion
     of this Warrant not exercised prior thereto shall be and become void and of
     no  value.  Prior  to the  Expiration  Date,  the  Company  may not call or
     otherwise  redeem this  Warrant  without the prior  written  consent of the
     Holder.

          (b) Upon  delivery of a duly  completed and signed Form of Election to
     Purchase attached hereto to the Company at its address for notice set forth
     in Section 13 and upon  payment of the  Exercise  Price  multiplied  by the
     number of Warrant Shares that the Holder intends to purchase hereunder,  in
     the manner provided  hereunder,  all as specified by the Holder in the Form
     of Election to Purchase,  the Company shall promptly (but in no event later
     than 3 business days after the Date of Exercise (as defined  herein)) issue
     or cause to be issued  and  cause to be  delivered  to or upon the  written
     order of the Holder and in such name or names as the Holder may  designate,
     a certificate for the Warrant Shares  issuable upon such exercise,  free of
     restrictive  legends  except (i)  either in the event  that a  registration
     statement  covering the resale of the Warrant  Shares and naming the Holder
     as a selling  stockholder  thereunder is not then  effective or the Warrant
     Shares are not freely transferable without volume restrictions  pursuant to
     Rule 144(k)  promulgated  under the Securities Act of 1933, as amended (the
     "Securities  Act"), or (ii) if this Warrant shall have been issued pursuant
     to a written  agreement  between the original  Holder and the  Company,  as
     required  by such  agreement.  Any  person so  designated  by the Holder to
     receive  Warrant  Shares shall be deemed to have become holder of record of
     such Warrant Shares as of the Date of Exercise of this Warrant. The Company
     shall,  upon request of the Holder,  if available,  use its best efforts to
     deliver  Warrant  Shares  hereunder  electronically  through the Depository
     Trust Corporation or another established  clearing  corporation  performing
     similar functions.

     A "Date of  Exercise"  means  the  date on which  the  Company  shall  have
received  (i) the Form of Election to Purchase  attached  hereto (or attached to
such New Warrant)  appropriately  completed and duly signed, and (ii) payment of
the Exercise  Price for the number of Warrant  Shares so indicated by the holder
hereof to be purchased.

          (c) This Warrant shall be exercisable, either in its entirety or, from
     time to time, for a portion of the number of Warrant  Shares.  If less than
     all of the Warrant  Shares  which may be  purchased  under this Warrant are
     exercised at any time, the Company shall issue,  or cause to be issued,  at
     its expense,  a New Warrant  evidencing the right to purchase the remaining
     number of Warrant  Shares for which no exercise has been  evidenced by this
     Warrant.

                                       2
<PAGE>

     4. Redemption.

          (a) On not less than ten (10) days notice by the Company to the holder
     of the  Warrant,  provided  that the closing  price of the Common Stock has
     equaled or exceeded $8.00 (the "Redemption  Trigger Price") for a period of
     twenty (20)  consecutive  trading  days ending  within ten (10) days of the
     notice of  redemption,  the Warrants may be redeemed,  at the option of the
     Company, at $0.25 per Warrant (the "Redemption Price").

          (b) The notice of redemption  shall specify (i) the Redemption  Price,
     (ii) the date fixed for redemption, (iii) the place where the Warrant shall
     be  delivered  and the  redemption  price paid,  (iv) that the Company will
     assist each holder of a Warrant in  connection  with the exercise  thereof,
     and (v) that the right to exercise  such  Warrant  shall  terminate at 5:00
     P.M. New York time on the business day immediately preceding the date fixed
     for redemption.  The date fixed for the redemption of Warrants shall be the
     "Redemption Date". No failure to mail such notice nor any defect therein or
     in the mailing  thereof  shall affect the validity of the  proceedings  for
     such redemption  except as to a holder (a) to whom notice was not mailed to
     the address set forth in the  Company's  records,  or (b) whose  notice was
     defective.  An affidavit of the Secretary or any Assistant Secretary of the
     Company that notice of redemption has been mailed shall,  in the absence of
     fraud, be prima facie evidence of the facts stated therein.

          (c) Any right to exercise a Warrant  shall  terminate at 5:00 P.M. New
     York time on the business day  immediately  preceding the  Redemption  Date
     thereof. On and after the Redemption Date, holders of the redeemed Warrants
     shall have no further  rights  except to  receive,  upon  surrender  of the
     Warrant, the Redemption Price.

          (d) From the date specified for redemption,  the Company shall, at the
     place  specified  in  the  notice  of  redemption,  upon  presentation  and
     surrender  to the  Company by or on behalf of the holder  thereof of one or
     more  Warrants to be redeemed,  deliver or cause to be delivered to or upon
     the  written  order of such  holder a sum in cash  equal to the  Redemption
     Price of each such  Warrant.  From and after the date fixed for  redemption
     and upon  setting  aside by the  Company in a  segregated  account of a sum
     sufficient to redeem all the Warrants called for redemption,  such Warrants
     shall expire and become void and all rights hereunder,  except the right to
     receive payment of the Redemption Price, shall cease.

          (e) For the purpose of computing  the  Redemption  Trigger Price under
     the above  provisions,  the price of the Common Stock shall be (i) the last
     sale price  regular  way, or in case no such  reported  sale takes place on
     such day, the average of the last  reported  bid and asked  prices  regular
     way, in either case on the principal national  securities exchange on which
     the Common Stock is admitted to trading,  if listed;  or (ii) if the Common
     Stock is not listed or  admitted  to trading on any such  exchange,  but is
     traded in the national  over-the-counter  market,  the last sales prices of
     such stock in such market for such day; or (iii) if the Common Stock is not
     listed  or  traded  on  any  such   exchange  or  traded  in  the  national
     over-the-counter  market  or if no sales are  reported  for such day in the
     national  over-the-counter  market, the average of the highest reported bid
     and  lowest  reported  asked  price of such  stock in the  over-the-counter
     market.

                                       3
<PAGE>

     5. Piggyback Registration Rights.

          (a) The Company  covenants  and agrees with any holder of the Warrants
     or Warrant  Shares  that if, at any time  during the  twelve  month  period
     following the Closing Date,  it proposes to file a  registration  statement
     with respect to any class of equity or equity-related  security (other than
     in connection with an offering to the Company's  employees or in connection
     with an acquisition,  merger or similar  transaction)  under the Securities
     Act in a  primary  registration  on  behalf  of  the  Company  and/or  in a
     secondary registration on behalf of holders of such securities,  unless the
     rights of such  holders  pre-date the rights of the holders of the Warrants
     or the Warrant  Shares and allow the holders of such  securities to exclude
     other securities from a registration  statement filed on their behalf,  and
     the  registration  form to be  used  may be used  for  registration  of the
     Warrant Shares,  the Company will give prompt written notice (which, in the
     case  of a  registration  statement  pursuant  to the  exercise  of  demand
     registration  rights  shall be  within  ten (10)  business  days  after the
     Company's receipt of notice of such exercise and, in any event, shall be at
     least 30 days prior to such  filing) to the  holders  of  Warrants  and the
     Warrant Shares at the addresses  appearing on the records of the Company of
     its intention to file a registration statement and will offer to include in
     such  registration  statement such number of Warrant Shares with respect to
     which the Company has  received  written  requests  for  inclusion  therein
     within ten (10) days after the giving of notice by the Company,  subject to
     the right of the Company to exclude from the registration statement some or
     all of the Warrant  Shares if, and only if, the Company has been advised in
     writing by any underwriter  named in any such  registration  statement that
     the  distribution  of the Warrant  Shares  requested  to be included in the
     registration  statement would materially  adversely affect the distribution
     of securities by the Company  contemplated by such registration  statement.
     All registrations  requested pursuant to this Section 4 will be made solely
     at the Company's expense,  other than discounts or commissions  relating to
     the sale of the Warrant  Shares and fees, if any, of counsel for the holder
     of the Warrant  Shares.  This Section is not  applicable to a  registration
     statement filed by the Company on Forms S-4 or S-8 or any successor forms.

          (b)  The  Company's   obligations   under  this  Section  5  shall  be
     conditioned  upon a timely  receipt  by the  Company  in  writing  of:  (i)
     information  as to the terms of such  public  offering  furnished  by or on
     behalf of each holder of Warrant Shares intending to make a public offering
     of his, her or its Warrant Shares,  and (ii) such other  information as the
     Company may reasonably  require from such holders,  or any  underwriter for
     any of them, for inclusion in such registration statement.

     6.  Payment of Taxes.  The  Company  will pay all  documentary  stamp taxes
attributable  to the  issuance  of  Warrant  Shares  upon the  exercise  of this
Warrant;  provided,  however,  that the Company shall not be required to pay any
tax which may be payable in respect of any transfer involved in the registration
of any  certificates for Warrant Shares or Warrants in a name other than that of
the Holder. The Holder shall be responsible for all other tax liability that may
arise as a result of holding or transferring  this Warrant or receiving  Warrant
Shares upon exercise hereof.

                                       4
<PAGE>

     7. Replacement of Warrant.  If this Warrant is mutilated,  lost,  stolen or
destroyed,  the  Company  shall  issue or cause to be  issued  in  exchange  and
substitution for and upon  cancellation  hereof,  or in lieu of and substitution
for this Warrant,  a New Warrant,  but only upon receipt of evidence  reasonably
satisfactory to the Company of such loss, theft or destruction and indemnity, if
requested,  satisfactory  to  it.  Applicants  for  a  New  Warrant  under  such
circumstances  shall also  comply  with such other  reasonable  regulations  and
procedures and pay such other reasonable charges as the Company may prescribe.

     8. Reservation of Warrant Shares. The Company covenants that it will at all
times  reserve and keep  available out of the  aggregate of its  authorized  but
unissued  Common  Stock,  solely for the purpose of enabling it to issue Warrant
Shares upon exercise of this Warrant as herein  provided,  the number of Warrant
Shares which are then issuable and deliverable  upon the exercise of this entire
Warrant,  free from preemptive  rights or any other actual  contingent  purchase
rights of persons other than the Holder (taking into account the adjustments and
restrictions  of Section 9). The Company  covenants that all Warrant Shares that
shall be so issuable and deliverable shall, upon issuance and the payment of the
applicable  Exercise  Price in  accordance  with the terms  hereof,  be duly and
validly authorized, issued and fully paid and nonassessable.

     9. Certain Adjustments.  The Exercise Price,  Redemption Price,  Redemption
Trigger  Price and number of  Warrant  Shares  issuable  upon  exercise  of this
Warrant are subject to adjustment from time to time as set forth in this Section
9. Upon each such  adjustment of the Exercise  Price pursuant to this Section 9,
the  Holder  shall  thereafter  prior  to the  Expiration  Date be  entitled  to
purchase,  at the Exercise Price resulting from such  adjustment,  the number of
Warrant Shares obtained by multiplying the Exercise Price in effect  immediately
prior to such  adjustment by the number of Warrant Shares issuable upon exercise
of this Warrant  immediately  prior to such  adjustment and dividing the product
thereof by the Exercise Price resulting from such adjustment.

          (a) If the Company, at any time while this Warrant is outstanding, (i)
     shall pay a stock dividend (except scheduled  dividends paid on outstanding
     preferred stock as of the date hereof which contain a stated dividend rate)
     or otherwise make a distribution or  distributions  on shares of its Common
     Stock or on any other  class of capital  stock  payable in shares of Common
     Stock,  (ii)  subdivide  outstanding  shares of Common  Stock into a larger
     number of shares, or (iii) combine  outstanding shares of Common Stock into
     a smaller  number of  shares,  the  Exercise  Price,  Redemption  Price and
     Redemption  Trigger  Price shall be  multiplied  by a fraction of which the
     numerator shall be the number of shares of Common Stock (excluding treasury
     shares, if any) outstanding  before such event and of which the denominator
     shall be the number of shares of Common Stock  (excluding  treasury shares,
     if any) outstanding  after such event. Any adjustment made pursuant to this
     Section shall become  effective  immediately  after the record date for the
     determination  of  stockholders   entitled  to  receive  such  dividend  or
     distribution  and shall become  effective  immediately  after the effective
     date in the  case of a  subdivision  or  combination,  and  shall  apply to
     successive subdivisions and combinations.

                                       5
<PAGE>

          (b)  In  case  of any  reclassification  of the  Common  Stock  or any
     compulsory  share exchange  pursuant to which the Common Stock is converted
     into other  securities,  cash or  property,  then the Holder shall have the
     right thereafter to exercise this Warrant only into the shares of stock and
     other  securities  and  property  receivable  upon or  deemed to be held by
     holders of Common Stock following such  reclassification or share exchange,
     and the Holder shall be entitled  upon such event to receive such amount of
     securities  or property  equal to the amount of Warrant  Shares such Holder
     would  have  been  entitled  to had  such  Holder  exercised  this  Warrant
     immediately prior to such reclassification or share exchange.  The terms of
     any such  reclassification or share exchange shall include such terms so as
     to continue to give to the Holder the right to receive  the  securities  or
     property set forth in this Section  9(b) upon any  exercise  following  any
     such reclassification or share exchange.

          (c) If the  Company,  at any time while this  Warrant is  outstanding,
     shall distribute to all holders of Common Stock (and not to holders of this
     Warrant)  evidences of its  indebtedness or assets or rights or warrants to
     subscribe  for or purchase any  security  (excluding  those  referred to in
     Sections  9(a),  (b) and (d)),  then in each such case the Exercise  Price,
     Redemption  Price and  Redemption  Trigger  Price  shall be  determined  by
     multiplying  the Exercise Price in effect  immediately  prior to the record
     date fixed for  determination  of  stockholders  entitled  to receive  such
     distribution by a fraction of which the  denominator  shall be the Exercise
     Price  determined as of the record date mentioned  above,  and of which the
     numerator  shall be such  Exercise  Price on such record date less the then
     fair  market  value at such  record  date of the  portion of such assets or
     evidence of indebtedness so distributed applicable to one outstanding share
     of Common Stock as determined by the Company's independent certified public
     accountants that regularly examines the financial statements of the Company
     (an "Appraiser").

          (d) If the  Company or any  subsidiary  thereof,  as  applicable  with
     respect to Common Stock  Equivalents (as defined below),  at any time while
     this Warrant is outstanding,  shall issue shares of Common Stock or rights,
     warrants,  options or other  securities or debt that is convertible into or
     exchangeable  for  shares of Common  Stock  ("Common  Stock  Equivalents"),
     entitling any person to acquire shares of Common Stock at a price per share
     less than the  Exercise  Price (if the holder of the Common Stock or Common
     Stock  Equivalent  so issued  shall at any time,  whether by  operation  of
     purchase price adjustments, reset provisions, floating conversion, exercise
     or exchange  prices or  otherwise,  or due to  warrants,  options or rights
     issued in connection  with such issuance,  be entitled to receive shares of
     Common Stock at a price less than the Exercise  Price,  such issuance shall
     be deemed to have  occurred  for less than the  Exercise  Price),  then the
     Exercise  Price,  Redemption  Price and  Redemption  Trigger Price shall be
     multiplied  by a fraction,  the  numerator  of which shall be the number of
     shares of Common  Stock  outstanding  immediately  prior to the issuance of
     such  Common  Stock or such  Common  Stock  Equivalents  plus the number of
     shares of Common Stock which the  offering  price for such shares of Common
     Stock or Common Stock Equivalents would purchase at the Exercise Price, and
     the denominator of which shall be the sum of the number of shares of Common
     Stock  outstanding  immediately  prior to such  issuance plus the number of
     shares of Common Stock so issued or issuable,  provided,  that for purposes
     hereof,  all shares of Common  Stock  that are  issuable  upon  conversion,
     exercise  or  exchange  of  Common  Stock   Equivalents   shall  be  deemed
     outstanding   immediately   after  the   issuance  of  such  Common   Stock
     Equivalents.  Such  adjustment  shall be made whenever such Common Stock or
     Common Stock  Equivalents are issued.  However,  upon the expiration of any
     Common Stock Equivalents the issuance of which resulted in an adjustment in
     the Exercise Price,  Redemption Price and Redemption Trigger Price pursuant
     to this  Section,  if any such Common  Stock  Equivalents  shall expire and
     shall not have been  exercised,  the Exercise Price,  Redemption  Price and
     Redemption   Trigger  Price  shall  immediately  upon  such  expiration  be
     recomputed and effective  immediately  upon such expiration be increased to
     the price which it would have been (but reflecting any other adjustments in
     the Exercise  Price,  Redemption  Price and  Redemption  Trigger Price made
     pursuant  to the  provisions  of this  Section  after the  issuance of such
     Common Stock  Equivalents)  had the  adjustment of the Exercise  Price made
     upon the issuance of such Common Stock  Equivalents  been made on the basis
     of offering for  subscription or purchase only that number of shares of the
     Common  Stock  actually  purchased  upon the  exercise of such Common Stock
     Equivalents actually exercised.

                                       6
<PAGE>

          (e) In case of any (1) merger or  consolidation of the Company with or
     into another  Person,  or (2) sale by the Company of more than  one-half of
     the assets of the  Company  (on a book  value  basis) in one or a series of
     related  transactions,  the Holder shall have the right  thereafter  to (A)
     exercise  this Warrant for the shares of stock and other  securities,  cash
     and  property  receivable  upon or deemed to be held by  holders  of Common
     Stock following such merger, consolidation or sale, and the Holder shall be
     entitled upon such event or series of related events to receive such amount
     of securities, cash and property as the Common Stock for which this Warrant
     could have been exercised  immediately prior to such merger,  consolidation
     or sales  would  have  been  entitled,  or (B) in the  case of a merger  or
     consolidation,  (x)  require the  surviving  entity to issue  common  stock
     purchase  warrants equal to the number Warrant Shares to which this Warrant
     then permits,  which newly warrant shall be identical to this Warrant,  and
     (y) simultaneously with the issuance of such warrant,  shall have the right
     to exercise  such warrant  only into shares of stock and other  securities,
     cash and property receivable upon or deemed to be held by holders of Common
     Stock  following such merger or  consolidation.  In the case of clause (B),
     the exercise price,  Redemption Price and Redemption Trigger Price for such
     new warrant shall be based upon the amount of securities, cash and property
     that each share of Common Stock would receive in such  transaction  and the
     Exercise Price of this Warrant  immediately  prior to the  effectiveness or
     closing date for such  transaction.  The terms of any such merger,  sale or
     consolidation  shall  include  such terms so as continue to give the Holder
     the right to receive the  securities,  cash and  property set forth in this
     Section  upon any  conversion  or  redemption  following  such event.  This
     provision shall similarly apply to successive such events.

          (f) For the purposes of this Section 9, the  following  clauses  shall
     also be applicable:

               (i) Record Date.  In case the Company  shall take a record of the
          holders of its Common Stock for the purpose of  entitling  them (A) to
          receive a dividend or other distribution payable in Common Stock or in
          securities convertible or exchangeable into shares of Common Stock, or
          (B)  to  subscribe   for  or  purchase   Common  Stock  or  securities
          convertible  or  exchangeable  into shares of Common Stock,  then such
          record date shall be deemed to be the date of the issue or sale of the
          shares of  Common  Stock  deemed to have been  issued or sold upon the
          declaration of such dividend or the making of such other  distribution
          or the date of the granting of such right of subscription or purchase,
          as the case may be.

                                       7
<PAGE>


               (ii)  Treasury  Shares.  The  number of  shares  of Common  Stock
          outstanding  at any given time shall not include  shares owned or held
          by or for the account of the Company,  and the disposition of any such
          shares shall be considered an issue or sale of Common Stock.

          (g) All calculations under this Section 9 shall be made to the nearest
     cent or the nearest 1/100th of a share, as the case may be.

          (h) Whenever the Exercise  Price is adjusted  pursuant to Section 9(c)
     above,  the Holder,  after receipt of the  determination  by the Appraiser,
     shall have the right to select an  additional  appraiser  (which shall be a
     nationally  recognized accounting firm), in which case the adjustment shall
     be equal  to the  average  of the  adjustments  recommended  by each of the
     Appraiser and such appraiser. The Holder shall promptly mail or cause to be
     mailed to the Company, a notice setting forth the Exercise Price after such
     adjustment and setting forth a brief  statement of the facts requiring such
     adjustment.  Such adjustment shall become effective  immediately  after the
     record date mentioned above.

               (i) If:

                    (i)  the  Company  shall  declare a  dividend  (or any other
                         distribution) on its Common Stock; or

                    (ii) the  Company  shall  declare  a  special   nonrecurring
                         dividend on or a redemption of its Common Stock; or

                    (iii)the  Company  shall   authorize  the  granting  to  all
                         holders  the  Common   Stock   rights  or  warrants  to
                         subscribe  for or purchase any shares of capital  stock
                         of any class or of rights; or

                    (iv) the approval of any  stockholders  of the Company shall
                         be required in connection with any  reclassification of
                         the Common Stock, any  consolidation or merger to which
                         the Company is a party,  any sale or transfer of all or
                         substantially all of the assets of the Company,  or any
                         compulsory  share exchange  whereby the Common Stock is
                         converted into other securities, cash or property; or

                    (v)  the Company shall authorize the voluntary  dissolution,
                         liquidation  or  winding  up  of  the  affairs  of  the
                         Company,

then the Company shall cause to be mailed to each Holder at their last addresses
as they shall appear upon the Warrant Register,  at least 20 calendar days prior
to the  applicable  record or effective  date  hereinafter  specified,  a notice
stating  (x) the date on which a record is to be taken for the  purpose  of such
dividend, distribution, redemption, rights or warrants, or if a record is not to
be taken,  the date as of which  the  holders  of  Common  Stock of record to be
entitled to such dividend, distributions,  redemption, rights or warrants are to
be  determined  or (y) the date on which such  reclassification,  consolidation,
merger,  sale,  transfer or share  exchange is expected to become  effective  or
close,  and the date as of which it is expected  that holders of Common Stock of
record  shall  be  entitled  to  exchange  their  shares  of  Common  Stock  for
securities,  cash or other  property  deliverable  upon  such  reclassification,
consolidation,  merger, sale, transfer, share exchange, dissolution, liquidation
or winding up;  provided,  however,  that the failure to mail such notice or any
defect  therein or in the mailing  thereof  shall not affect the validity of the
corporate action required to be specified in such notice.

                                       8
<PAGE>

     10. Payment of Exercise  Price.  The Holder shall pay the Exercise Price in
one of the following manners:

          (a) Cash Exercise. The Holder may deliver immediately available funds;
     or

          (b) Cashless  Exercise.  At any time after the earlier to occur of the
     Effectiveness  Date (as defined in the Registration  Rights  Agreement) and
     the date the  registration  statement  filed  pursuant to the  Registration
     Rights  Agreement  is  declared   effective  by  the  Commission,   when  a
     registration statement covering the resale of the Warrant Shares and naming
     the Holder as a selling stockholder  thereunder is not then effective,  the
     Holder may surrender this Warrant to the Company  together with a notice of
     cashless exercise, in which event the Company shall issue to the Holder the
     number of Warrant Shares determined as follows:

                    X = Y [(A-B)/A]
         where:
                    X = the number of Warrant Shares to be issued to the Holder.

                    Y = the number of Warrant Shares with respect to which this
                        Warrant is being exercised.

                    A = the  average of the closing sale prices of the Common
                        Stock for the five (5) trading days immediately prior to
                        (but not including) the Date of Exercise.

                    B = the Exercise Price.

For purposes of Rule 144  promulgated  under the Securities Act, it is intended,
understood  and  acknowledged  that the  Warrant  Shares  issued  in a  cashless
exercise  transaction  shall be deemed to have been acquired by the Holder,  and
the  holding  period  for the  Warrant  Shares  shall  be  deemed  to have  been
commenced, on the issue date.

     11. Fractional  Shares. The Company shall not be required to issue or cause
to be issued  fractional  Warrant  Shares on the exercise of this  Warrant.  The
number of full Warrant  Shares which shall be issuable upon the exercise of this
Warrant shall be computed on the basis of the aggregate number of Warrant Shares
purchasable  on  exercise of this  Warrant so  presented.  If any  fraction of a
Warrant Share would,  except for the provisions of this Section,  be issuable on
the exercise of this  Warrant,  the Company shall pay an amount in cash equal to
the Exercise Price multiplied by such fraction.

                                       9
<PAGE>

     12.  Notices.  Any and all notices or other  communications  or  deliveries
hereunder  shall be in writing and shall be deemed  given and  effective  on the
earliest of (i) the date of  transmission,  if such notice or  communication  is
delivered  via  facsimile at the facsimile  telephone  number  specified in this
Section  prior to 6:30 p.m.  (New York City  time) on a business  day,  (ii) the
business day after the date of transmission,  if such notice or communication is
delivered  via  facsimile at the facsimile  telephone  number  specified in this
Section  later than 6:30 p.m.  (New York City time) on any date and earlier than
11:59 p.m.  (New York City time) on such date,  (iii) the business day following
the date of mailing, if sent by nationally recognized overnight courier service,
or (iv) upon  actual  receipt by the party to whom such notice is required to be
given. The addresses for such communications shall be: (i) if to the Company, to
8115 NW 29th Street,  Miami, FL 33122 Facsimile  No.:(305)  477-6703 attn: Chief
Financial  Officer or (ii) if to the  Holder,  to the  Holder at the  address or
facsimile  number  appearing  on the Warrant  Register or such other  address or
facsimile  number as the Holder may  provide to the Company in  accordance  with
this Section.

     13.  Warrant  Agent.  The Company  shall serve as warrant  agent under this
Warrant.  Upon thirty days' notice to the Holder,  the Company may appoint a new
warrant agent.  Any corporation  into which the Company or any new warrant agent
may be merged or any corporation  resulting from any  consolidation to which the
Company or any new warrant  agent shall be a party or any  corporation  to which
the  Company  or  any  new  warrant  agent  transfers  substantially  all of its
corporate trust or shareholders  services  business shall be a successor warrant
agent under this Warrant  without any further act.  Any such  successor  warrant
agent shall  promptly  cause  notice of its  succession  as warrant  agent to be
mailed (by first class mail, postage prepaid) to the Holder at the Holder's last
address as shown on the Warrant Register.

     14. Miscellaneous.

          (a) This  Warrant  shall be binding on and inure to the benefit of the
     parties hereto and their  respective  successors and assigns.  This Warrant
     may be amended  only in writing  signed by the  Company  and the Holder and
     their successors and assigns.

          (b) Subject to Section 14(a), above,  nothing in this Warrant shall be
     construed to give to any person or  corporation  other than the Company and
     the  Holder  any  legal or  equitable  right,  remedy or cause  under  this
     Warrant.  This Warrant shall inure to the sole and exclusive benefit of the
     Company and the Holder.

          (c) The  corporate  laws of the State of  Delaware  shall  govern  all
     issues  concerning the relative rights of the Company and its stockholders.
     All other questions concerning the construction,  validity, enforcement and
     interpretation  of this  Warrant  shall be  governed by and  construed  and
     enforced  in  accordance  with the  internal  laws of the State of Florida,
     without regard to the  principles of conflicts of law thereof.  The Company
     and the Holder hereby irrevocably  submit to the exclusive  jurisdiction of
     the state and federal courts sitting in the City of Miami, Florida, for the
     adjudication of any dispute hereunder or in connection herewith or with any
     transaction contemplated hereby or discussed herein, and hereby irrevocably
     waives,  and agrees not to assert in any suit,  action or  proceeding,  any
     claim that it is not  personally  subject to the  jurisdiction  of any such
     court,  or that such suit,  action or proceeding  is improper.  Each of the
     Company  and the  Holder  hereby  irrevocably  waives  personal  service of
     process and consents to process  being  served in any such suit,  action or
     proceeding  by  receiving a copy thereof sent to the Company at the address
     in effect  for  notices to it under this  instrument  and agrees  that such
     service shall constitute good and sufficient  service of process and notice
     thereof.  Nothing  contained herein shall be deemed to limit in any way any
     right to serve process in any manner permitted by law.

                                       10
<PAGE>

          (d) The headings herein are for convenience  only, do not constitute a
     part of this  Warrant and shall not be deemed to limit or affect any of the
     provisions hereof.

          (e) In case any one or more of the provisions of this Warrant shall be
     invalid or unenforceable in any respect, the validity and enforceability of
     the remaining  terms and provisions of this Warrant shall not in any way be
     affected or impaired  thereby and the parties will attempt in good faith to
     agree upon a valid and enforceable  provision which shall be a commercially
     reasonable  substitute  therefor,  and upon so agreeing,  shall incorporate
     such substitute provision in this Warrant.

     IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed
by its authorized officer as of the date first indicated above.


                                             FUSION NETWORKS HOLDINGS INC.

                                             By:_____________________________
                                             Name:
                                             Title:


                                       11
<PAGE>

                          FORM OF ELECTION TO PURCHASE

(To be executed by the Holder to exercise the right to purchase shares of Common
Stock under the foregoing Warrant)

To Fusion Networks Holdings Inc.:

     The undersigned hereby irrevocably elects to purchase  _____________ shares
of common stock,  $.00001 par value per share, of Fusion Networks Holdings Inc.,
(the "Common Stock") and, if such Holder is not utilizing the cashless  exercise
provisions  set forth in this  Warrant,  encloses  herewith  $________  in cash,
certified or official bank check or checks,  which sum  represents the aggregate
Exercise  Price (as defined in the  Warrant)  for the number of shares of Common
Stock to which this Form of  Election  to Purchase  relates,  together  with any
applicable taxes payable by the undersigned pursuant to the Warrant.

     The  Exercise   Price   applicable   to  the  purchase   hereunder   equals
$___________.

     The undersigned  requests that  certificates for the shares of Common Stock
issuable upon this exercise be issued in the name of

                                            PLEASE INSERT SOCIAL SECURITY OR
                                            TAX IDENTIFICATION NUMBER


                                            (Please print name and address)

     If the number of shares of Common Stock  issuable upon this exercise  shall
not be all of the shares of Common  Stock which the  undersigned  is entitled to
purchase in accordance with the enclosed Warrant,  the undersigned requests that
a New Warrant (as defined in the Warrant)  evidencing  the right to purchase the
shares of Common Stock not issuable pursuant to the exercise evidenced hereby be
issued in the name of and delivered to:

                                   (Please print name and address)

Dated: _____________, _____         Name of Holder:


                                    (Print)

                                    (By:)
                                    (Name:)
                                    (Title:)
                                    (Signature must conform in all respects to
                                    name of holder as specified on the face of
                                    the Warrant)


                                       12
<PAGE>
                               FORM OF ASSIGNMENT

           [To be completed and signed only upon transfer of Warrant]

     FOR VALUE  RECEIVED,  the undersigned  hereby sells,  assigns and transfers
unto  ________________________________  the  right  represented  by  the  within
Warrant  to  purchase  ____________  shares of Common  Stock of Fusion  Networks
Holdings Inc., to which the within Warrant relates and appoints ________________
attorney to transfer said right on the books of Fusion  Networks  Holdings Inc.,
with full power of substitution in the premises.

Dated:_______________, ____


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


                                    _______________________________________
                                    Address of Transferee

                                    _______________________________________

                                    _______________________________________



In the presence of:


__________________________

</TEXT>
</DOCUMENT>
