GALLAGHER RESEARCH CORP
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>8
<FILENAME>doc9.txt
<TEXT>

EXHIBIT  10.2

THIS  WARRANT  AND  THE SHARES OF COMMON STOCK THAT MAY BE PURCHASED PURSUANT TO
THE  EXERCISE  OF THIS WARRANT HAVE BEEN ACQUIRED SOLELY FOR INVESTMENT AND HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR
ANY  STATE  SECURITIES LAWS.  SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE,
PLEDGED  OR  HYPOTHECATED  IN  THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF
COUNSEL  SATISFACTORY  TO  THE  COMPANY  AND  ITS COUNSEL THAT SUCH SALE, OFFER,
PLEDGE  OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY
REQUIREMENTS  OF THE ACT AND OF ANY APPLICABLE STATE SECURITIES LAWS UNLESS SOLD
PURSUANT  TO  RULE  144  OF  THE  ACT.

No. 2                                                      DATED:  May 24, 2001


                         GALLAGHER RESEARCH CORPORATION

                                    WARRANT


     THIS  CERTIFIES  THAT,  for  value  received,  WORLD  CAPITAL  FUNDING, LLC
(together  with  its permitted assignees, the "Holder") is entitled to subscribe
for and purchase certain shares of the fully paid and nonassessable Common Stock
(the  "Shares")  of  GALLAGHER  RESEARCH  CORPORATION, a Nevada corporation (the
"Company"),  as specified herein.  This Warrant is being issued pursuant to that
certain  Stock  Exchange Agreement and Plan of Reorganization dated May 4, 2001,
by  and  among the Company, IMAGINON, INC., a Delaware corporation, and WIRELESS
WEB  DATA,  INC.,  a  Delaware  corporation.

     This Warrant is subject to the following terms, provisions, and conditions:

1.     Issuance  of  Warrants.  Company,  subject  to  the  terms and conditions
       ----------------------
hereinafter set forth, hereby issues to Holder warrants to purchase Four Hundred
and  Ninety  Five  Thousand  Three  Hundred and Sixty (495,360) shares of Common
Stock  of  the Company (the "Shares"). The exercise price of the Shares shall be
$0.10  per  share  ("Exercise  Price")  subject to adjustment in accordance with
Paragraph  5  of  this  Agreement.

2.     Term.  The Warrants may be exercised at any time after the Effective Date
       ----
set  forth  on the signature page hereof and before the expiration of sixty (60)
months  therefrom.

3.     Exercise.
       --------

     (a)     Holder  shall  exercise the Warrants granted hereunder, in whole or
in  part,  by  delivering  to Company at the office of Company, or at such other
address  as Company may designate by notice in writing to the holder hereof, the
notice  of  Exercise  attached  hereto  as  Exhibit A and incorporated herein by
                                            ---------
reference  and  a certified check or wire transfer in lawful money of the United
States  for  the  exercise  price.

     (b)  Upon  delivery  of the items set forth in (a) above,   Holder shall be
entitled to receive a certificate or certificates representing the Shares.  Such
Shares  shall  be  validly  issued,  fully  paid  and  non-assessable.


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     (c)     Warrants  shall  be deemed to have been exercised immediately prior
to the close of business on the day of such delivery, and Holder shall be deemed
the  holder  of  record  of the shares issuable upon such exercise at such time.
The  Warrants  may be exercised in whole or in part and from time to time as the
holder  may  determine.

     (d)     Upon  any  partial  exercise,  at  the  request  of  Company,  this
Agreement  shall be surrendered and a new Warrant Agreement evidencing the right
to  purchase  the  number  of  Shares  not purchased upon such exercise shall be
issued  to  Holder.

4.     Representations  and  Warranties of Holder.  Holder hereby represents and
       ------------------------------------------
warrants  to  Company  as  follows:

     (a)     Sophistication.  Holder  has (i) a preexisting personal or business
relationship  with Company or one or more of its officers, directors, or control
persons;  or  (ii) by reason of Holder's business or financial experience, or by
reason  of the business or financial experience or of Holder's financial advisor
who  is unaffiliated with and who is not compensated, directly or indirectly, by
Company  or  any  affiliate  or  selling  agent of Company, Holder is capable of
evaluating  the  risks  and merits of this investment and of protecting Holder's
own  interests  in  connection  with  this  investment.

     (b)     Accredited Investor.     Holder is an "accredited investor" as such
term is defined under Regulation D of the Securities Act of 1933 as amended (the
"Securities  Act").

     (c)     Investment  Intent.  Holder is purchasing the Shares solely for its
own  account  for  investment.  Holder  has  no  present  intention to resell or
distribute  the Warrants or the Shares or any portion thereof.  The entire legal
and  beneficial  interest  of the Warrants is being purchased, and will be held,
for Holder's account only, and neither in whole or in part for any other person.

     (d)     Information  Concerning  Company.  Prior to the date hereof, Holder
was  not  a shareholder of Company.  Holder is aware of the business affairs and
financial  condition  of  Company  and has acquired sufficient information about
Company  to make an informed and knowledgeable decision to purchase the Warrants
and  the  Shares.

     (e)     Economic  Risk.  Holder  realizes that the purchase of the Warrants
and  the  Shares  will  be  a  highly speculative investment and involves a high
degree  of  risk.  Holder  is  able,  without  impairing  Purchaser's  financial
condition,  to  hold  the Warrants and/or the Shares for an indefinite period of
time  and  to  suffer  a  complete  loss  of  Holder's  investment.

5.     Anti-dilution  Adjustments.  The  Warrants  granted  hereunder  and  the
       --------------------------
Purchase Price thereof shall be subject to adjustment from time to time upon the
happening  of  certain  events  as  set  forth  below.

     (a)     Stock  Splits  and  Dividends.  If  outstanding  shares  of Company
Common  Stock  shall be subdivided into a greater number of shares or a dividend
in  Common Stock shall be paid in respect of Common Stock, the Purchase Price in
effect  immediately  prior  to  such  subdivision  or at the record date of such
dividend  shall  simultaneously  with  the  effectiveness of such subdivision or
immediately  after  the record date of such dividend be proportionately reduced.
If outstanding shares of Common Stock shall be combined into a smaller number of
shares,  the  Purchase  Price  in  effect  immediately prior to such combination
shall,  simultaneously  with  the  effectiveness  of  such  combination,  be
proportionately  increased.  When  any  adjustment is required to be made in the


                                       57
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Purchase  Price,  the  number  of  Shares  purchasable upon the exercise of this
Warrant  shall  be  changed  to  the number determined by dividing (i) an amount
equal  to  the  number  of  shares  issuable  upon  the exercise of this Warrant
immediately prior to such adjustment, multiplied by the Purchase Price in effect
immediately  prior  to  such  adjustment,  by  (ii) the Purchase Price in effect
immediately  after  such  adjustment.

     (b)     Reclassification,  Etc.  In  case there occurs any reclassification
or  change  of the outstanding securities of Company or of any reorganization of
Company  (or  any  other corporation the stock or securities of which are at the
time  receivable  upon  the  exercise  of this Warrant) or any similar corporate
reorganization  on  or after the date hereof, then and in each such case Holder,
upon  the  exercise  hereof  at  any  time  after  the  consummation  of  such
reclassification,  change,  or  reorganization  shall be entitled to receive, in
lieu  of the stock or other securities and property receivable upon the exercise
hereof  prior to such consummation, the stock or other securities or property to
which  Holder  would  have  been  entitled  upon such consummation if Holder had
exercised  this  Warrant  immediately  prior  thereto,  all  subject  to further
adjustment  pursuant  to  the  provisions  of  this  Section.

     (c)     Adjustment Certificate.  When any adjustment is required to be made
in  the  Shares  or  the  Purchase Price pursuant to this Section, Company shall
promptly mail to the Holder a certificate setting forth (i) a brief statement of
the  facts  requiring  such  adjustment,  (ii)  the  Purchase  Price  after such
adjustment  and  (iii)  the  kind  and  amount  of  stock or other securities or
property  into  which  this  Warrant shall be exercisable after such adjustment.

6.     Reservation  of  Shares.  Company  shall  at  all  times  keep reserved a
       -----------------------
sufficient  number  of  authorized  shares  of  Common  Stock,  and  shall  make
appropriate  provision  of  their  issuance,  to provide for the exercise of the
Warrants  in  full.

7.     Transferability.  The  Warrants  issued  hereunder and any and all Shares
       ---------------
issued  upon  exercise  of  the  Warrants  shall be transferable on the books of
Company by the holder hereof in person or by duly authorized attorney subject to
any  restrictions  imposed  by  applicable federal or state securities laws.  It
shall be a further condition to any transfer of the Warrants that the transferor
(if  any  portion of the Warrants are retained) and the transferee shall receive
and  accept  new  Warrants, of like tenor and date, executed by Company, for the
portion  so  transferred  and for any portion retained, and shall surrender this
Agreement  executed.

8.     Voting.   Nothing  contained  in  this  Agreement  shall  be construed as
       ------
conferring  upon  Holder the right to vote or to receive dividends or to consent
or receive notice as a shareholder in respect to any meeting of shareholders for
the  election  of  directors  of  Company or for any other purpose not specified
herein.

9.     Miscellaneous.
       -------------

     (a)     Amendment.  This  Agreement  may  be  amended  by written agreement
between  Company  and  Holder.

     (b)     Notice.  Any  notice, demand or request required or permitted to be
given under this Agreement will be in writing and will be deemed sufficient when
delivered  personally  or sent by telegram or forty-eight (48) hours after being
deposited  in  the  U.S.  mail,  as  certified  or  registered  mail,  or with a
commercial  courier service, with postage prepaid, and addressed, if to Company,
at  its  principal place of business, attention the President, and if to Holder,
at  Holder's  address  as  shown  on  the  stock  records  of  Company.


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     (c)     Further  Assurances.     Both  parties  agree  to  execute  any
additional  documents  necessary  to  carry  out the purposes of this Agreement.

     (d)     Severability.  If  any  provision  of this Agreement is held by any
court  of  competent  jurisdiction  to  be  illegal, unenforceable or void, such
provision  will  be  enforced  to  the  greatest  extent  possible and all other
provisions  of  this  Agreement  will  continue  in  full  force  and  effect.

     (e)     Governing  Law.  This Agreement will be interpreted and enforced in
accordance  with  California  Law as applied to agreements made and performed in
California.

     (f)     Survival.  The  representations  and  warranties,  of  the  parties
hereto set forth in this Agreement shall survive the closing and consummation of
the  transactions  contemplated  hereby for a period of three (3) years from the
date  hereof.

     (g)  Entire  Agreement;  Successors  and  Assigns.  This  Agreement and the
documents  and  instruments  attached  hereto  constitute  the  entire agreement
between  Holder and Company relative to the subject matter hereof.  Any previous
agreements between the parties are superseded by this Agreement.  Subject to any
exceptions specifically set forth in this Agreement, the terms and conditions of
this  Agreement shall inure to the benefit of and be binding upon the respective
executors,  administrators,  heirs,  successors  and  assigns  of  the  parties.

     (h)  Counterparts.  This  Agreement  may  be  executed  in  two  or  more
counterparts,  each  of  which  shall  be  deemed  an original, but all of which
together  shall  constitute  one  and  the  same  instrument.

     (i)  Headings.  The  headings  of  the Paragraphs of this Agreement are for
convenience  and  shall  not  by themselves determine the interpretation of this
Agreement.

     (j)     Attorney Fees.     If any action is brought to interpret or enforce
the  terms  of  this  Agreement,  the  prevailing  party in such action shall be
entitled  to  recover  its  attorneys fees and costs incurred in connection with
such  action.


                                       59
<PAGE>
     IN  WITNESS  WHEREOF,  the  parties hereto have caused this Agreement to be
signed  and  delivered by their duly authorized officers as of May 24, 2001 (the
"Effective  Date").


COMPANY:                                GALLAGHER  RESEARCH  CORPORATION

                                        /s/ James A. Newcomb
                                        --------------------------------------
                                        By: James A. Newcomb
                                        Its: President and CEO
                                            ----------------------------------


HOLDER:                                 WORLD  CAPITAL  FUNDING,  LLC


                                        --------------------------------------
                                        By:
                                        Its:
                                            ----------------------------------


                                    WARRANT

                               NOTICE OF EXERCISE


To:  Gallagher  Research  Corporation

     (1)     World  Capital  Funding,  LLC  ("Holder") hereby elects to purchase
______________  shares of Common Stock of Company, Inc. pursuant to the terms of
the Warrant Agreement executed by Holder and Company, Inc., and tenders herewith
payment  of  the  purchase  price in full, together with all applicable transfer
taxes,  if  any.

     (2)     Please issue a certificate or certificates representing said shares
in  the  name  of  Holder  or  in  such  other  name  as  is  specified  below.


Holder:                                 WORLD  CAPITAL  FUNDING,  LLC

                                        --------------------------------------
                                        By:
                                        Its:
                                            ----------------------------------


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</DOCUMENT>
