FORM OF COMMON STOCK PURCHASE WARRANT



                              INTERCALLNET, INC.



             WARRANT TO PURCHASE __________ SHARES OF COMMON STOCK



     NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK UNDERLYING THIS WARRANT

HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")

AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE

TRANSFERRED UNLESS (1) THEY ARE REGISTERED UNDER THE ACT OR (2) THE HOLDER HAS

DELIVERED TO THE ISSUER AN OPINION OF COUNSEL, WHICH OPINION SHALL BE

SATISFACTORY TO THE ISSUER, TO THE EFFECT THAT THERE IS AN AVAILABLE EXEMPTION

FROM REGISTRATION UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR THAT

REGISTRATION IS OTHERWISE NOT REQUIRED.



     FOR VALUE RECEIVED, __________________ or its transferees or assigns (the

"Holder"), is entitled to purchase, subject to the provisions hereof, from

Intercallnet, Inc., a Florida corporation (the "Issuer"), ________ fully paid,

validly issued and non-assessable shares of common stock, par value $.0001 per

share (the "Common Stock"), of the Issuer (the "Shares") at a price equal to

$_____ per share subject to adjustment as provided for herein.  The right to

purchase the Shares under this Warrant is exercisable, in whole or in part, at

any time and from time to time after the date of this Warrant for a period of

five (5) years and prior to 5:00 p.m., New York City time, on _________ __,

____.  The Shares deliverable upon exercise of this Warrant (including any

adjusted number of Shares issuable pursuant to the provisions of this Warrant)

are  hereinafter sometimes referred to as "Warrant Shares" and the exercise

price per Share in effect at any time and as adjusted from time to time is

hereinafter sometimes referred to as the "Exercise Price."  This Warrant and all

warrants issued upon transfer, division or in substitution thereof are

hereinafter sometimes referred to as the "Warrants."

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     (a) Exercise of Warrant.  This Warrant may be immediately exercised in

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whole or in part from time to time by presentation and surrender to the Issuer

at its principal office, or at the office of its principal stock transfer agent,

with the Purchase Form annexed hereto duly executed and accompanied by payment

of the Exercise Price for the number of Warrant Shares specified in such

Purchase Form.  Payment shall be made by wire transfer or by certified or

official bank check.  Notwithstanding the foregoing, the Holder may, in its sole

and absolute discretion, elect to pay the Exercise Price pursuant to a "cashless

exercise" procedure, by delivery of a properly executed Purchase Form, together

with such other documentation as may be reasonably required by the Issuer, to

effect an exercise of this Warrant and delivery to the Issuer by a licensed

broker acceptable to the Issuer of proceeds from the sale of the Warrant Shares

received pursuant to the exercise of this Warrant, or a margin loan sufficient

to pay the Exercise Price.  As soon as practicable after the exercise of this

Warrant, and in any event within three New York Stock Exchange, Inc. trading

days, the Issuer shall issue and deliver to the Holder a certificate or

certificates representing the number of Shares issuable upon the exercise of

this Warrant (or such lesser number as shall be indicated on the Purchase Form),

registered in the name of the Holder or its designee.  Such certificate(s) shall

bear a restrictive legend restricting the transferability of such shares under

the Act.  If this Warrant is exercised only in part, the Issuer also shall issue

and deliver to the Holder a new Warrant, substantially in the form of this

Warrant, covering the number of Warrant  Shares which then are issuable

hereunder.  Upon receipt by the Issuer of this Warrant at its office, or by the

principal stock transfer



                                       2

{PAGE}



agent of the Issuer at its office, in proper form for exercise, the Holder shall

as of that date be deemed to be the holder of record of the number of Warrant

Shares specified in the Purchase Form. The Issuer shall pay any and all

documentary stamp or similar issue or transfer taxes payable in respect of the

issue or delivery of Warrant Shares on exercise of this Warrant.



     (b) Reservation of Shares.  The Issuer shall at all times reserve and keep

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

available free from pre-emptive rights, out of its authorized but unissued

capital stock, for issuance on exercise of this Warrant, such number of Shares

as shall be required for issuance and delivery upon exercise of this Warrant.

All such Shares shall be duly authorized and, when issued upon such exercise,

shall be validly issued, fully paid and non-assessable and free of all pre-

emptive rights.



     (c)  Fractional Shares.  No fractional shares or scrip representing

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