Warrant No. ________



      THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR

      INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,

      AS AMENDED (THE "SECURITIES ACT"). THE SECURITIES MAY NOT BE SOLD,

      TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS REGISTERED UNDER THE

      SECURITIES ACT AND QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS OR

      UNLESS SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE

      REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND THE QUALIFICATION

      REQUIREMENTS OF APPLICABLE STATE SECURITIES LAWS OR UNLESS THE COMPANY

      RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH

      REGISTRATION AND QUALIFICATION ARE NOT REQUIRED. THE SECURITIES

      REPRESENTED BY THIS CERTIFICATE AND THE RIGHTS OF HOLDERS (INCLUDING ANY

      FUTURE HOLDERS) THEREOF ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER

      AND OTHER RESTRICTIONS.



                   WARRANT TO PURCHASE SHARES OF COMMON STOCK

                     OF POWERHOUSE TECHNOLOGIES GROUP, INC.



      This certifies that [Warrant Holder Name] located at [Warrant Holder

Address], its successors or assigns (the "Holder"), for value received is

entitled to purchase from PowerHouse Technologies Group, Inc., a Delaware

corporation (the "Company"), up to [Number of Shares] [(_________)] fully paid

and nonassessable shares of the Company's Common Stock (the "Warrant Shares") at

a price per share equal to $0.40 (the "Exercise Price") upon the terms and

conditions set forth herein. This Warrant shall become exercisable for the

Warrant Shares commencing on September [___], 2005 (the "Commencement Date") and

shall terminate and be of no further force or effect at 5:00 p.m. (Pacific Time)

on the date (the "Termination Date") that is the earlier of (i) the date three

years after the date of this Warrant or (ii) the effective date of a

liquidation, dissolution or winding-up of the Company; provided, however, that

if the Termination Date is determined by application of clause (ii) above, the

Commencement Date shall be determined under Section 3.7 hereof. Such period of

time during which this Warrant is exercisable shall hereinafter be referred to

as the "Exercise Period." During the Exercise Period, the Warrant shall be

exercisable upon surrender to the Company at its principal office at 555 Twin

Dolphin Drive, Redwood City, California (or at such other location as the

Company may advise Holder in writing) of this Warrant properly endorsed with the

Form of Subscription attached hereto duly filled in and signed and upon payment

by "Net Issue Exercise," cash, cashier's check or wire transfer of immediately

available funds of the aggregate Exercise Price for the number of shares for

which this Warrant is being exercised determined in accordance with the

provisions hereof, such exercise to be conditioned upon the accuracy of all

representations and warranties contained in such Form of Subscription. The

Exercise Price and the number of shares purchasable hereunder are subject to

adjustment as provided in Section 3 of this Warrant. CAPITALIZED TERMS USED AND

NOT OTHERWISE DEFINED HEREIN SHALL HAVE THE MEANINGS SET FORTH IN THAT CERTAIN

COMMON STOCK



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AND WARRANT PURCHASE AGREEMENT (THE "PURCHASE AGREEMENT"), OF EVEN DATE HEREWITH

BETWEEN THE COMPANY AND THE HOLDER.



      This Warrant is subject to the following terms and conditions:



      1. Exercise of Warrant



      1.1 Issuance of Certificates. Exercise of the purchase rights represented

by this Warrant may be made at any time or times on or after the Commencement

Date and on or before the Termination Date by delivery to the Company of a duly

executed facsimile copy of the Form of Subscription annexed hereto (or such

other office or agency of the Company as it may designate by notice in writing

to the registered Holder at the address of such Holder appearing on the books of

the Company); provided, however, within five (5) Trading Days of the date said

Form of Subscription is delivered to the Company, the Holder shall have

surrendered this Warrant to the Company and the Company shall have received

payment of the aggregate Exercise Price of the shares thereby purchased by wire

transfer or cashier's check drawn on a United States bank. Certificates for

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