CREATIVE VISTAS INC
<DOCUMENT>
<TYPE>EX-10.6
<SEQUENCE>9
<FILENAME>v07330_ex10-6.txt
<TEXT>
                                                                    Exhibit 10.6

 THIS WARRANT AND THE SHARES OF COMMON STOCK  ISSUABLE  UPON EXERCISE OF
 THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
 AS AMENDED,  OR ANY STATE  SECURITIES LAWS. THIS WARRANT AND THE COMMON
 STOCK  ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD,  OFFERED
 FOR SALE,  PLEDGED  OR  HYPOTHECATED  IN THE  ABSENCE  OF AN  EFFECTIVE
 REGISTRATION  STATEMENT  AS TO  THIS  WARRANT  UNDER  SAID  ACT AND ANY
 APPLICABLE  STATE  SECURITIES LAWS OR AN OPINION OF COUNSEL  REASONABLY
 SATISFACTORY  TO CREATIVE  VISTAS,  INC. THAT SUCH  REGISTRATION IS NOT
 REQUIRED.

               Right to Purchase 750,000 Shares of Common Stock of
                             Creative Vistas, Inc.
                   (subject to adjustment as provided herein)

                          COMMON STOCK PURCHASE WARRANT

No. _________________                          Issue Date:  September 30, 2004

         CREATIVE  VISTAS,  INC., a corporation  organized under the laws of the
State of Arizona ("AC Tech"), hereby certifies that, for value received,  LAURUS
MASTER FUND, LTD., or assigns (the "Holder"), is entitled,  subject to the terms
set forth below, to purchase from the Company (as defined herein) from and after
the Issue Date of this  Warrant and at any time or from time to time before 5:00
p.m.,  New York time,  through  the close of  business  September  30, 2011 (the
"Expiration Date"), up to 750,000 fully paid and nonassessable  shares of Common
Stock  (as  hereinafter  defined),  no par value per  share,  at the  applicable
Exercise  Price per share (as defined  below).  The number and character of such
shares of Common Stock and the  applicable  Exercise Price per share are subject
to adjustment as provided herein.

         As used  herein  the  following  terms,  unless the  context  otherwise
requires, have the following respective meanings:

                  (a)  The  term  "Company"   shall  include  AC  Tech  and  any
         corporation which shall succeed,  or assume the obligations of, AC Tech
         hereunder.

                  (b) The term "Common Stock" includes (i) the Company's  Common
         Stock,  par value 0.01 per share;  and (ii) any other  securities  into
         which  or for  which  any of the  securities  described  in (i)  may be
         converted  or  exchanged  pursuant  to  a  plan  of   recapitalization,
         reorganization, merger, sale of assets or otherwise.

                  (c) The term  "Other  Securities"  refers to any stock  (other
         than  Common  Stock) and other  securities  of the Company or any other
         person  (corporate or otherwise) which the holder of the Warrant at any
         time shall be  entitled  to  receive,  or shall have  received,  on the
         exercise of the Warrant,  in lieu of or in addition to Common Stock, or
         which at any time  shall be  issuable  or shall  have  been  issued  in
         exchange  for or in  replacement  of Common  Stock or Other  Securities
         pursuant to Section 4 or otherwise.


<PAGE>

                           (d)  The  "Exercise  Price"   applicable  under  this
                  Warrant shall be a price per share of Common Stock of $3.45.

         1. Exercise of Warrant.

                  1.1 Number of Shares  Issuable upon  Exercise.  From and after
the date hereof through and including the  Expiration  Date, the Holder shall be
entitled  to receive,  upon  exercise  of this  Warrant in whole or in part,  by
delivery of an original or fax copy of an exercise  notice in the form  attached
hereto  as  Exhibit A (the  "Exercise  Notice"),  shares of Common  Stock of the
Company, subject to adjustment pursuant to Section 4.

                  1.2 Fair Market Value. For purposes  hereof,  the "Fair Market
Value" of a share of Common  Stock as of a particular  date (the  "Determination
Date") shall mean:

                  (a) If the  Company's  Common  Stock is traded on the American
         Stock  Exchange  or  another  national  exchange  or is  quoted  on the
         National  or  SmallCap   Market  of  The  Nasdaq  Stock  Market,   Inc.
         ("Nasdaq"), then the closing or last sale price, respectively, reported
         for the last business day immediately preceding the Determination Date.

                  (b)  If the  Company's  Common  Stock  is  not  traded  on the
         American Stock Exchange or another  national  exchange or on the Nasdaq
         but is traded on the NASD OTC Bulletin  Board or is listed on the "pink
         sheets",  then the mean of the  average  of the  closing  bid and asked
         prices  reported for the last  business day  immediately  preceding the
         Determination Date.

                  (c) Except as provided in clause (d) below,  if the  Company's
         Common Stock is not publicly traded, then as the Holder and the Company
         agree or in the absence of agreement by arbitration in accordance  with
         the  rules  then in  effect of the  American  Arbitration  Association,
         before  a  single  arbitrator  to be  chosen  from a panel  of  persons
         qualified  by  education  and  training  to  pass on the  matter  to be
         decided.

                  (d) If 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 pursuant to the Company's  charter,  then all
         amounts to be payable per share to holders of the Common Stock pursuant
         to the charter in the event of such liquidation, dissolution or winding
         up,  plus all other  amounts to be payable  per share in respect of the
         Common  Stock  in  liquidation  under  the  charter,  assuming  for the
         purposes of this clause (d) that all of the shares of Common Stock then
         issuable  upon  exercise  of  the  Warrant  are   outstanding   at  the
         Determination Date.

                  1.3 Company Acknowledgment. The Company will, at the time of a
partial  exercise  of  the  Warrant,  upon  the  request  of the  holder  hereof
acknowledge  in writing its  continuing  obligation to afford to such holder any
rights to which such holder shall continue to be entitled after such exercise in
accordance with the provisions of this Warrant. If the holder shall fail to make
any such request, such failure shall not affect the continuing obligation of the
Company to afford to such holder any such rights.

                                       2
<PAGE>

                  1.4 Trustee for Warrant  Holders.  In the event that a bank or
trust  company  shall  have been  appointed  as trustee  for the  holders of the
Warrant  pursuant to  Subsection  3.2, such bank or trust company shall have all
the powers and duties of a warrant agent (as  hereinafter  described)  and shall
accept,  in its own name for the account of the Company or such successor person
as may be entitled thereto, all amounts otherwise payable to the Company or such
successor,  as the case may be, on  exercise  of this  Warrant  pursuant to this
Section 1.

         2. Procedure for Exercise.

                  2.1 Delivery of Stock  Certificates,  Etc.,  on Exercise.  The
Company  agrees that the shares of Common Stock  purchased upon exercise of this
Warrant  shall be deemed to be issued to the Holder as the record  owner of such
shares as of the close of business on the date on which this Warrant  shall have
been  surrendered  and payment made for such shares in accordance  herewith.  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
expense  (including the payment by it of any applicable  issue taxes) will cause
to be issued in the name of and delivered to the Holder, or as such Holder (upon
payment  by  such  Holder  of any  applicable  transfer  taxes)  may  direct  in
compliance with applicable  securities  laws, a certificate or certificates  for
the number of duly and validly issued,  fully paid and  nonassessable  shares of
Common  Stock (or Other  Securities)  to which such Holder  shall be entitled on
such exercise,  plus, in lieu of any fractional share to which such holder would
otherwise be entitled,  cash equal to such fraction  multiplied by the then Fair
Market  Value  of one  full  share,  together  with  any  other  stock  or other
securities and property  (including cash, where applicable) to which such Holder
is entitled upon such exercise pursuant to Section 1 or otherwise.

                  2.2  Exercise.  Payment  may be made  either (i) in cash or by
certified or official  bank check  payable to the order of the Company  equal to
the  applicable  aggregate  Exercise  Price,  (ii) if there is not an  effective
registration  statement  covering  the  resale of the  shares  of  Common  Stock
underlying this Warrant,  by delivery of the Warrant,  or shares of Common Stock
and/or Common Stock  receivable  upon exercise of the Warrant in accordance with
the immediately  following sentence and the formula contained therein,  or (iii)
by a combination  of any of the foregoing  methods,  for the number of shares of
Common Stock specified in such Exercise Notice (as such exercise number shall be
adjusted to reflect any adjustment in the total number of shares of Common Stock
issuable  to the Holder  per the terms of this  Warrant)  and the  Holder  shall
thereupon be entitled to receive the number of duly authorized,  validly issued,
fully-paid  and  non-assessable  shares  of Common  Stock (or Other  Securities)
determined as provided  herein.  Notwithstanding  any  provisions  herein to the
contrary,  if the Fair Market Value of one share of Common Stock is greater than
the Exercise Price (at the date of  calculation as set forth below),  in lieu of
exercising  this Warrant for cash,  the Holder may elect to receive shares equal
to the value (as determined below) of this Warrant (or the portion thereof being
exercised) by surrender of this Warrant at the  principal  office of the Company
together with the properly  endorsed  Exercise Notice in which event the Company
shall issue to the Holder a number of shares of Common Stock  computed using the
following formula:

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

                                       3
<PAGE>

         Where X =         the number of shares of Common Stock to be issued
                          to the Holder

         Y                 = the  number of shares of Common  Stock  purchasable
                           under  the  Warrant  or,  if  only a  portion  of the
                           Warrant  is  being  exercised,  the  portion  of  the
                           Warrant   being   exercised  (at  the  date  of  such
                           calculation)

         A =               the Fair Market  Value of one share of the  Company's
                           Common Stock (at the date of such  calculation)

         B =               Exercise Price (as adjusted to the date of such
                           calculation)

         3. Effect of Reorganization, Etc.; Adjustment of Exercise Price.

                  3.1 Reorganization, Consolidation, Merger, Etc. In case at any
time or from time to time,  the Company shall (a) effect a  reorganization,  (b)
consolidate  with or  merge  into  any  other  person,  or (c)  transfer  all or
substantially all of its properties or assets to any other person under any plan
or arrangement  contemplating the dissolution of the Company, then, in each such
case,  as a condition  to the  consummation  of such a  transaction,  proper and
adequate  provision  shall be made by the  Company  whereby  the  Holder of this
Warrant,  on the exercise  hereof as provided in Section 1 at any time after the
consummation of such  reorganization,  consolidation  or merger or the effective
date of such  dissolution,  as the case may be,  shall  receive,  in lieu of the
Common  Stock (or Other  Securities)  issuable  on such  exercise  prior to such
consummation or such effective date, the stock and other securities and property
(including  cash) to which  such  Holder  would  have  been  entitled  upon such
consummation or in connection with such dissolution, as the case may be, if such
Holder had so exercised this Warrant,  immediately prior thereto, all subject to
further adjustment thereafter as provided in Section 4.

                  3.2  Dissolution.  In  the  event  of any  dissolution  of the
Company  following the transfer of all or substantially all of its properties or
assets, the Company,  concurrently with any distributions made to holders of its
Common  Stock,  shall at its  expense  deliver or cause to be  delivered  to the
Holder  the stock and other  securities  and  property  (including  cash,  where
applicable) receivable by the Holder of the Warrant pursuant to Section 3.1, or,
if the  Holder  shall  so  instruct  the  Company,  to a bank or  trust  company
specified  by the  Holder and having  its  principal  office in New York,  NY as
trustee for the Holder of the Warrant.

                  3.3   Continuation   of   Terms.   Upon  any   reorganization,
consolidation,  merger or transfer (and any dissolution  following any transfer)
referred to in this  Section 3, this  Warrant  shall  continue in full force and
effect and the terms hereof shall be applicable to the shares of stock and other
securities  and property  receivable  on the exercise of this Warrant  after the
consummation of such  reorganization,  consolidation  or merger or the effective
date of dissolution  following any such transfer,  as the case may be, and shall
be binding upon the issuer of any such stock or other securities,  including, in
the case of any such transfer,  the person acquiring all or substantially all of
the  properties or assets of the Company,  whether or not such person shall have
expressly  assumed  the terms of this  Warrant as  provided in Section 4. In the
event  this  Warrant  does not  continue  in full  force  and  effect  after the
consummation of the transactions described in this Section 3, then the Company's
securities and property  (including  cash, where  applicable)  receivable by the
Holders  of  the  Warrant  will  be  delivered  to  Holder  or  the  Trustee  as
contemplated by Section 3.2.

                                       4
<PAGE>

         4. (a)  Extraordinary  Events Regarding Common Stock. In the event that
the Company shall (a) issue additional  shares of the Common Stock as a dividend
or other distribution on outstanding Common Stock, (b) subdivide its outstanding
shares of Common  Stock,  or (c)  combine its  outstanding  shares of the Common
Stock into a smaller  number of shares of the Common  Stock,  then, in each such
event,  the Exercise  Price  shall,  simultaneously  with the  happening of such
event,  be adjusted by multiplying  the then Exercise  Price by a fraction,  the
numerator  of which  shall be the number of shares of Common  Stock  outstanding
immediately prior to such event and the denominator of which shall be the number
of shares of Common  Stock  outstanding  immediately  after such event,  and the
product so obtained shall  thereafter be the Exercise Price then in effect.  The
Exercise Price, as so adjusted,  shall be readjusted in the same manner upon the
happening of any successive  event or events described herein in this Section 4.
The  number of shares of Common  Stock  that the  holder of this  Warrant  shall
thereafter,  on the  exercise  hereof as  provided  in Section 1, be entitled to
receive shall be increased to a number  determined by multiplying  the number of
shares of Common  Stock that would  otherwise  (but for the  provisions  of this
Section 4) be issuable on such exercise by a fraction of which (a) the numerator
is the  Exercise  Price that would  otherwise  (but for the  provisions  of this
Section 4) be in effect, and (b) the denominator is the Exercise Price in effect
on the date of such exercise.

                  (b) Share Issuances. If the Company shall at any time prior to
the  exercise  in full of this  Warrant  issue any  shares  of  Common  Stock or
securities  convertible  into  Common  Stock to a person  other  than the Holder
(except  (i)  pursuant  to  subsection  4(a)  above;  (ii)  pursuant to options,
warrants or other obligations to issue shares  outstanding on the date hereof as
disclosed  to Holder in writing;  (iii)  pursuant to options  that may be issued
under any employee incentive stock option and/or any qualified stock option plan
adopted by the  Company;  (iv)  pursuant to  securities  issued to the  original
Holder on the date hereof;  or (v) pursuant to  securities  issued in connection
with acquisitions or strategic  transactions the primary purpose of which is not
raising  capital,  so long as, in the case of this  clause  (v),  such shares of
Common Stock so issued (or securities  convertible  into Common Stock so issued)
are restricted and do not become freely or publicly  traded in any respect prior
to the two year  anniversary of the issuance  thereof) for a  consideration  per
share (the "Offer  Price") less than any Exercise Price in effect at the time of
such issuance,  then such Exercise  Price shall be adjusted by  multiplying  the
Exercise Price in effect immediately prior to such record date by a fraction, of
which  the  denominator  shall be the  number  of  shares  of the  Common  Stock
(excluding  treasury  shares,  if any)  issued  and  outstanding  on the date of
issuance  of such  rights or warrants  plus the number of  additional  shares of
Common Stock offered for  subscription  or purchase,  and of which the numerator
shall be the number of shares of the Common Stock (excluding treasury shares, if
any) issued and  outstanding  on the date of issuance of such rights or warrants
plus the number of shares which the aggregate offering price of the total number
of shares so offered  would  purchase at the Exercise  Price on the record date.
For purposes  hereof,  the issuance of any security of the Borrower  convertible
into or  exercisable  or  exchangeable  for  Common  Stock  shall  result  in an
adjustment  to the  applicable  Exercise  Price at the time of  issuance of such
securities.

                                       5
<PAGE>

         5.  Certificate  as to  Adjustments.  In each case of any adjustment or
readjustment in the shares of Common Stock (or Other Securities) issuable on the
exercise of the  Warrant,  the Company at its expense  will  promptly  cause its
Chief Financial Officer or other appropriate designee to compute such adjustment
or  readjustment  in  accordance  with the terms of the  Warrant  and  prepare a
certificate  setting forth such adjustment or readjustment and showing in detail
the facts upon which such  adjustment  or  readjustment  is based,  including  a
statement of (a) the consideration received or receivable by the Company for any
additional shares of Common Stock (or Other Securities) issued or sold or deemed
to have been issued or sold,  (b) the number of shares of Common Stock (or Other
Securities) outstanding or deemed to be outstanding,  and (c) the Exercise Price
and the number of shares of Common  Stock to be received  upon  exercise of this
Warrant,  in effect  immediately prior to such adjustment or readjustment and as
adjusted or readjusted as provided in this Warrant.  The Company will  forthwith
mail a copy of each  such  certificate  to the  holder  of the  Warrant  and any
Warrant agent of the Company (appointed pursuant to Section 11 hereof).

         6.  Reservation of Stock,  Etc.,  Issuable on Exercise of Warrant.  The
Company will at all times  reserve and keep  available,  solely for issuance and
delivery  on the  exercise  of the  Warrant,  shares of  Common  Stock (or Other
Securities) from time to time issuable on the exercise of the Warrant.

         7.  Assignment;   Exchange  of  Warrant.  Subject  to  compliance  with
applicable  securities laws, this Warrant,  and the rights evidenced hereby, may
be transferred by any registered  holder hereof (a  "Transferor") in whole or in
part.  On the  surrender  for exchange of this  Warrant,  with the  Transferor's
endorsement  in  the  form  of  Exhibit  B  attached  hereto  (the   "Transferor
Endorsement  Form") and together with evidence  reasonably  satisfactory  to the
Company  demonstrating  compliance with applicable  securities laws, which shall
include,  without  limitation,  a legal opinion from the Transferor's or company
counsel  that such  transfer is exempt  from the  registration  requirements  of
applicable  securities  laws, the Company at its expense but with payment by the
Transferor of any applicable transfer taxes) will issue and deliver to or on the
order of the Transferor  thereof a new Warrant of like tenor, in the name of the
Transferor  and/or the  transferee(s)  specified in such Transferor  Endorsement
Form  (each a  "Transferee"),  calling  in the  aggregate  on the  face or faces
thereof for the number of shares of Common Stock called for on the face or faces
of the Warrant so surrendered by the Transferor.

         8.   Replacement  of  Warrant.   On  receipt  of  evidence   reasonably
satisfactory  to the Company of the loss,  theft,  destruction  or mutilation of
this Warrant  and, in the case of any such loss,  theft or  destruction  of this
Warrant,   on  delivery  of  an  indemnity   agreement  or  security  reasonably
satisfactory  in form and  amount  to the  Company  or,  in the case of any such
mutilation,  on surrender and  cancellation of this Warrant,  the Company at its
expense will execute and deliver, in lieu thereof, a new Warrant of like tenor.

         9.  Registration  Rights.  The Holder of this  Warrant has been granted
certain  registration  rights by the Company.  These registration rights are set
forth  in a  Registration  Rights  Agreement  entered  into by the  Company  and
Purchaser dated as of even date of this Warrant.

                                       6
<PAGE>

         10. Maximum Exercise.  Notwithstanding anything contained herein to the
contrary, the Holder shall not be entitled to convert, or be required to receive
pursuant to the terms of this Warrant,  an amount that would be convertible into
that number of shares of Common Stock which,  when added to the number of shares
of Common Stock  otherwise  beneficially  owned by such Holder  including  those
issuable upon exercise of warrants held by such Holder would exceed 4.99% of the
outstanding shares of Common Stock of the Company at the time of conversion. For
the purposes of the immediately  preceding sentence,  beneficial ownership shall
be  determined  in  accordance  with  Section  13(d)  of the  Exchange  Act  and
Regulation 13d-3 thereunder. The conversion limitation described in this Section
3.2 shall  automatically  become null and void without any notice to the Company
upon the  occurrence  and during the  continuance  beyond any  applicable  grace
period of an Event of Default, or upon 75 days prior notice to the Company.

         11.  Warrant  Agent.  The Company  may,  by written  notice to the each
Holder of the Warrant,  appoint an agent for the purpose of issuing Common Stock
(or Other  Securities)  on the exercise of this  Warrant  pursuant to Section 1,
exchanging  this  Warrant  pursuant  to Section 7, and  replacing  this  Warrant
pursuant  to  Section  8,  or any of the  foregoing,  and  thereafter  any  such
issuance,  exchange or  replacement,  as the case may be,  shall be made at such
office by such agent.

         12. Transfer on the Company's Books.  Until this Warrant is transferred
on the books of the Company,  the Company may treat the registered holder hereof
as the absolute owner hereof for all purposes, notwithstanding any notice to the
contrary.

         13. Notices, Etc. All notices and other communications from the Company
to the  Holder of this  Warrant  shall be mailed by first  class  registered  or
certified mail,  postage prepaid,  at such address as may have been furnished to
the Company in writing by such Holder or, until any such Holder furnishes to the
Company an  address,  then to, and at the  address  of, the last  Holder of this
Warrant who has so furnished an address to the Company.

         14.  Miscellaneous.  This  Warrant  and any term hereof may be changed,
waived,  discharged or terminated only by an instrument in writing signed by the
party against which enforcement of such change, waiver, discharge or termination
is sought.  This Warrant shall be governed by and  construed in accordance  with
the laws of State of New York without regard to principles of conflicts of laws.
Any action brought  concerning  the  transactions  contemplated  by this Warrant
shall be brought only in the state  courts of New York or in the federal  courts
located in the state of New York; provided,  however, that the Holder may choose
to waive this  provision and bring an action  outside the state of New York. The
Company agrees to submit to the  jurisdiction  of such courts and waive trial by
jury. The prevailing party shall be entitled to recover from the other party its
reasonable  attorney's  fees and costs.  In the event that any provision of this
Warrant is invalid or unenforceable under any applicable statute or rule of law,
then  such  provision  shall be deemed  inoperative  to the  extent  that it may
conflict  therewith and shall be deemed modified to conform with such statute or
rule of law. Any such provision which may prove invalid or  unenforceable  under
any law shall not affect the validity or  enforceability  of any other provision
of this  Warrant.  The  headings in this  Warrant are for  purposes of reference
only,  and shall not limit or  otherwise  affect  any of the terms  hereof.  The
invalidity or  unenforceability  of any provision  hereof shall in no way affect

                                       7
<PAGE>

the validity or enforceability of any other provision.  The Company acknowledges
that  legal  counsel  participated  in the  preparation  of  this  Warrant  and,
therefore,  stipulates that the rule of construction  that ambiguities are to be
resolved  against the drafting party shall not be applied in the  interpretation
of this Warrant to favor any party against the other party.

                   [BALANCE OF PAGE INTENTIONALLY LEFT BLANK;
                            SIGNATURE PAGE FOLLOWS.]


                                       8

<PAGE>



         IN WITNESS  WHEREOF,  the Company has  executed  this Warrant as of the
date first written above.

                                 CREATIVE VISTAS, INC.

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



                                       9
<PAGE>

                                    EXHIBIT A

                              FORM OF SUBSCRIPTION
                   (To Be Signed Only On Exercise Of Warrant)


TO:      Creative Vistas, Inc.



         Attention:        Chief Financial Officer

         The  undersigned,  pursuant to the provisions set forth in the attached
Warrant (No.____), hereby irrevocably elects to purchase (check applicable box):

                  _______ shares of the Common Stock covered by such Warrant; or

                  the maximum  number of shares of Common Stock  covered by such
                  Warrant pursuant to the cashless exercise  procedure set forth
                  in Section 2.

         The  undersigned  herewith makes payment of the full Exercise Price for
such  shares  at the  price per share  provided  for in such  Warrant,  which is
$___________. Such payment takes the form of (check applicable box or boxes):

                  $__________ in lawful money of the United States; and/or

                  the cancellation of such portion of the attached Warrant as is
                  exercisable  for a total of  _______  shares of  Common  Stock
                  (using a Fair Market  Value of $_______ per share for purposes
                  of this calculation); and/or

                  the  cancellation  of such number of shares of Common Stock as
                  is  necessary,  in  accordance  with the  formula set forth in
                  Section  2.2, to exercise  this  Warrant  with  respect to the
                  maximum number of shares of Common Stock purchasable  pursuant
                  to the cashless exercise procedure set forth in Section 2.

         The  undersigned  requests  that the  certificates  for such  shares be
issued       in      the       name       of,       and       delivered       to
______________________________________________ whose address is

__________________________________________

         The  undersigned  represents  and warrants that all offers and sales by
the  undersigned of the securities  issuable upon exercise of the within Warrant
shall be made pursuant to  registration of the Common Stock under the Securities
Act of 1933, as amended (the "Securities  Act") or pursuant to an exemption from
registration under the Securities Act.

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

             Address:
                                 ----------------------------------------------

                                 ----------------------------------------------


                                      A-1
<PAGE>

                                    EXHIBIT B

                         FORM OF TRANSFEROR ENDORSEMENT
                   (To Be Signed Only On Transfer Of Warrant)

         For  value  received,   the  undersigned  hereby  sells,  assigns,  and
transfers  unto the person(s)  named below under the heading  "Transferees"  the
right represented by the within Warrant to purchase the percentage and number of
shares of Common Stock of Creative  Vistas,  Inc. into which the within  Warrant
relates  specified  under the  headings  "Percentage  Transferred"  and  "Number
Transferred," respectively,  opposite the name(s) of such person(s) and appoints
each such  person  Attorney  to transfer  its  respective  right on the books of
Creative Vistas, Inc. with full power of substitution in the premises.

                                             Percentage         Number
Transferees           Address                Transferred      Transferred

------------------    -------------------    -------------  ----------------

------------------    -------------------    -------------  ----------------

------------------    -------------------    -------------  ----------------

------------------    -------------------    -------------  ----------------


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

                           Address:
                                   --------------------------------------------

                                   --------------------------------------------


                           SIGNED IN THE PRESENCE OF:


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

ACCEPTED AND AGREED:
[TRANSFEREE]

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

                                      B-1

</TEXT>
</DOCUMENT>
