NETCURRENTS INC/
8-K, 2000-03-09
MOTION PICTURE & VIDEO TAPE PRODUCTION
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

                                    Form 8-K

                                 CURRENT REPORT
                       PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934


        Date of Report (Date of earliest event reported): March 3, 2000


                               NETCURRENTS, INC.
              (Exact Name of Registrant as Specified in Charter)


          Delaware                   0-18410                95-4233050
(State or Other Jurisdiction        (Commission            (IRS Employer
       of Incorporation)            File Number)         Identification No.)


                       9720 Wilshire Boulevard, Suite 700
                          Los Angeles, California 90212
                    (Address of Principal Executive Offices)

                                 (310) 860-0200
                         (Registrant's Telephone Number)


                                     Page 1
<PAGE>



ITEM 5.  Other Events.

     On March 3, 2000, NetCurrents, Inc. (the "Registrant") entered into a
Securities Purchase Agreement with Brown Simpson Strategic Growth Fund, Ltd. and
Brown Simpson Strategic Growth Fund, L.P. (collectively, the "Investors"), for
the purchase by Brown Simpson of 1,700,000 shares of the Registrant's Common
Stock at $5.00 per share and the issuance to Brown Simpson of Warrants to
acquire 1,166,000 shares of Common Stock at an exercise price of $6.00 per
share, 1,166,000 shares of Common Stock at an exercise price of $7.00 per share
and 1,166,000 shares of Common Stock at an exercise price of $9.00 per share.

      Reference is made to the press release of Registrant, issued on March 6,
2000, which is incorporated herein by this reference. A copy of the press
release is attached to this Form 8-K as Exhibit 99.1.

ITEM  7.  FINANCIAL STATEMENTS AND EXHIBITS

     (a)   Financial Statements.  None.

     (b)   Pro Forma Financial Information.  None.

     (c)   Exhibits.

           Exhibit 4.1  Securites  Purchase  Agreement,  dated  March 3,
                        2000.

           Exhibit 4.2  Registration  Rights  Agreement,  dated March 3,
                        2000.

           Exhibit 4.3  Form of Warrant to Purchase Common Stock (Series A),
                        dated March 3, 2000.

           Exhibit 4.4  Form of Warrant to Purchase Common Stock (Series B),
                        dated March 3, 2000.

           Exhibit 4.5  Form of Warrant to Purchase Common Stock (Series C),
                        dated March 3, 2000.

           Exhibit 99.1 Press Release dated March 6, 2000, which announced
                        the Securities Purchase Agreement.


                                     Page 2
<PAGE>


                                  SIGNATURES


      Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


March 8, 2000                             NETCURRENTS, INC.



                                    By:    /S/ IRWIN MEYER
                                          ------------------------
                                          Irwin Meyer
                                          Chief Executive Officer


                                     Page 3
<PAGE>


                                  EXHIBIT INDEX

EXHIBIT                                                            PAGE NUMBER

4.1         Securities Purchase Agreement,
            dated March 3, 2000.

4.2         Registration Rights Agreement,
            dated March 3, 2000.

4.3         Form of Warrant to Purchase Common Stock (Series A),
            dated March 3, 2000.

4.4         Form of Warrant to Purchase Common Stock (Series B),
            dated March 3, 2000.

4.5         Form of Warrant to Purchase Common Stock (Series C),
            dated March 3, 2000.

99.1        Press Release dated March 6, 2000,
            which announced the Securities
            Purchase Agreement.


                                     Page 4


                                  EXHIBIT 4.1

                          SECURITIES PURCHASE AGREEMENT

     THIS SECURITIES PURCHASE AGREEMENT (this "AGREEMENT") is dated as of March
3, 2000, among NetCurrents, Inc., a Delaware corporation (the "COMPANY"), and
the various purchasers identified and listed on SCHEDULE I hereto (each referred
to herein as a "PURCHASER" and, collectively, the "PURCHASERS").

     WHEREAS, the Company and the Purchasers are executing and delivering this
Agreement in reliance upon the exemption from securities registration afforded
by Rule 506 under Regulation D as promulgated by the United States Securities
and Exchange Commission (the "COMMISSION") under Section 4(2) of the Securities
Act of 1933, as amended (the "SECURITIES ACT"); and

     WHEREAS, subject to the terms and conditions set forth in this Agreement,
the Company desires to issue and sell to the Purchasers, and the Purchasers
desire to acquire from the Company, that number of shares of the Company's
Common Stock, par value $ 0.001 per share (the "COMMON STOCK"), as set forth on
Schedule I hereto (the "SHARES"), at a price of $5.00 per Share, and the Series
A Warrants, the Series B Warrants and the Series C Warrants (collectively, the
"WARRANTS") to purchase the Company's Common Stock, in the forms of EXHIBIT A,
EXHIBIT B and EXHIBIT C, respectively, annexed hereto; and

     WHEREAS, contemporaneously with the execution and delivery of this
Agreement, the parties hereto are executing and delivering a Registration Rights
Agreement in the form of EXHIBIT D annexed hereto (the "REGISTRATION RIGHTS
AGREEMENT") pursuant to which the Company has agreed to provide certain
registration rights under the Securities Act and the rules and regulations
promulgated thereunder, and applicable state securities laws.

     NOW, THEREFORE, in consideration of the promises and mutual covenants and
agreements hereinafter contained, the Company and the Purchasers hereby agree as
follows:

                                   ARTICLE I.

                         PURCHASE AND SALE OF THE SHARES

                                  AND WARRANTS

     1.1 PURCHASE AND SALE. Subject to the terms and conditions set forth
herein, the Company shall issue and sell to each Purchaser, and each Purchaser,
severally and not jointly, shall purchase from the Company on the Closing Date
(as defined below), the number of Shares as set forth for such Purchaser on
SCHEDULE I hereto.

     1.2 CLOSING. The closing of the purchase and sale of the Shares and the
issuance of the Warrants (the "CLOSING") shall take place at the offices of
Akin, Gump, Strauss, Hauer & Feld, L.L.P., 590 Madison Avenue, New York, New
York 10022, or by transmission by facsimile and overnight courier, immediately
following the execution hereof, or such later date


<PAGE>


or different location as the parties shall agree, but not prior to the date that
the conditions set forth in Section 4.1 have been satisfied or waived by the
appropriate party (the "Closing Date"). At the Closing:

          (a) Each Purchaser shall deliver, as directed by the Company, its
portion of the purchase price as set forth next to its name on SCHEDULE I hereto
in United States dollars in immediately available funds to an account or
accounts designated in writing by the Company;

          (b) The Company shall deliver to each Purchaser a stock certificate or
certificates, in definitive form, registered in the name of such Purchaser,
representing the number of Shares purchased by such Purchaser as set forth on
SCHEDULE I hereto;

          (c) The Company shall deliver to each Purchaser a Warrant, in the form
of EXHIBITS A, B AND C hereto, representing the right to acquire the number of
shares of Common Stock purchased by such Purchaser as set forth on SCHEDULE I
hereto; and

          (d) The parties shall execute and deliver each of the documents
referred to in Section 4.1 hereof.

                                  ARTICLE II.

                         REPRESENTATIONS AND WARRANTIES

     2.1 REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE COMPANY. The Company
hereby makes the following representations and warranties to each of the
Purchasers:

          (a) ORGANIZATION AND QUALIFICATION. The Company is a corporation duly
incorporated, validly existing and in good standing under the laws of the State
of Delaware, with the requisite corporate power and authority to own and use its
properties and assets and to carry on its business as currently conducted.
Except as set forth on SCHEDULE 2.1(A), the Company has no subsidiaries
(collectively, the "SUBSIDIARIES"). Each of the Subsidiaries (which for purposes
of this Agreement means any entity in which the Company, directly or indirectly,
owns the majority of such entity's capital stock or holds an equivalent equity
or similar interest) is a corporation duly incorporated, validly existing and in
good standing under the laws of the jurisdiction of its incorporation or
organization (as applicable), with the full corporate power and authority to own
and use its properties and assets and to carry on its business as currently
conducted. Each of the Company and its Subsidiaries is duly qualified as a
foreign corporation to do business and is in good standing as a foreign
corporation in each jurisdiction in which the nature of the business conducted
or property owned by it makes such qualification necessary, except where the
failure to be so qualified or in good standing, as the case may be, would not,
individually or in the aggregate, (x) adversely affect the legality, validity or
enforceability of any of this Agreement or the Transaction Documents (as defined
in Section 2.1(b)) or any of the transactions contemplated hereby or thereby,
(y) have or result in a material adverse effect on the business, operations,
properties, assets, liabilities, prospects, results of operations or condition
(financial or otherwise) of the Company and its Subsidiaries, taken as a whole
or (z) impair the Company's ability to perform fully on a timely basis its
obligations under any Transaction Document (any of (x), (y) or (z), being a
"MATERIAL ADVERSE EFFECT").


                                     Page 2

<PAGE>


          (b) AUTHORIZATION; ENFORCEMENT. The Company has the requisite
corporate power and authority to enter into and to consummate the transactions
contemplated by this Agreement and the Warrants and the Registration Rights
Agreement (collectively, the "TRANSACTION DOCUMENTS"), and otherwise to carry
out its obligations hereunder and thereunder. The execution and delivery of this
Agreement and each of the Transaction Documents by the Company and the
consummation by it of the transactions contemplated hereby and thereby have been
duly authorized by all necessary corporate action and no further action is
required by the Company, its Board of Directors or its stockholders in
connection therewith. This Agreement and each of the Transaction Documents have
been duly executed by the Company and, when delivered in accordance with the
terms hereof or thereof, will constitute the valid and binding obligations of
the Company, enforceable against the Company in accordance with their terms,
except as such enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium, liquidation or similar laws relating to,
or affecting generally the enforcement of, creditors' rights and remedies or by
other equitable principles of general application, and except that rights to
indemnification and contribution may be limited by federal or state securities
laws or public policy relating thereto.

          (c) CAPITALIZATION. As of the date hereof, the authorized capital
stock of the Company is as set forth in SCHEDULE 2.1(C). All of the Company's
outstanding shares of capital stock have been, or upon issuance will be, duly
authorized and validly issued, fully paid and nonassessable and were issued in
accordance with the registration or qualification provisions of the Securities
Act, or pursuant to valid exemptions therefrom. Except as disclosed in SCHEDULE
2.1(C), (i) no shares of the Company's capital stock are subject to preemptive
rights or any other similar rights or any liens, claims or encumbrances suffered
or permitted by the Company, nor is any holder of the Common Stock entitled to
preemptive or similar rights arising out of any agreement or understanding with
the Company by virtue of any Transaction Document, (ii) there are no outstanding
options, warrants, scrip rights to subscribe to, calls or commitments of any
character whatsoever relating to, or securities or rights convertible into or
exchangeable or exercisable for, or giving any Person (as defined below) any
right to subscribe for or acquire, any shares of capital stock of the Company or
any of its Subsidiaries, or contracts, commitments, understandings or
arrangements by which the Company or any of its Subsidiaries is or may become
bound to issue additional shares of capital stock of the Company or any of its
Subsidiaries or options, warrants, scrip rights to subscribe to, calls or
commitments of any character whatsoever relating to, or securities or rights
convertible into or exchangeable or exercisable for, any shares of capital stock
of the Company or any of its Subsidiaries, (iii) there are no outstanding debt
securities of the Company or any of its Subsidiaries, (iv) there are no
contracts, commitments, understandings, agreements or arrangements under which
the Company or any of its Subsidiaries is obligated to register the sale of any
of their securities under the Securities Act (except the Registration Rights
Agreement), (v) there are no outstanding securities of the Company or any of its
Subsidiaries which contain any redemption or similar provisions, and there are
no contracts, commitments, understandings, agreements or arrangements by which
the Company or any of its Subsidiaries is or may become bound to redeem a
security of the Company or any of its Subsidiaries, (vi) there are no securities
or instruments containing anti-dilution or similar provisions that will be
triggered by the issuance of the Shares or the Warrants, or upon exercise of the
Warrants, (vii) the Company does not have any stock appreciation rights or
"phantom stock" plans or agreements, or any similar plan or agreement and (viii)
except as specifically disclosed in the SEC Documents (as defined in Section
2.1(k) hereof), no Person or


                                     Page 3

<PAGE>


group of related Persons beneficially owns (as determined pursuant to Rule 13d-3
promulgated under the Securities Exchange Act of 1934, as amended (the "EXCHANGE
ACT")) or has the right to acquire by agreement with or by obligation binding
upon the Company beneficial ownership of in excess of 5% of the Common Stock. As
used herein, "PERSON" means an individual or corporation, partnership, trust,
incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or political subdivision
thereof) or other entity of any kind.

          (d) AUTHORIZATION, VALIDITY AND ISSUANCE OF SHARES. The Shares are and
at all times hereafter continue to be duly authorized and the shares of Common
Stock issuable upon exercise of the Warrants (the "UNDERLYING SHARES") are and
will at all times hereafter continue to be duly authorized and reserved for
issuance. The Shares are, and the shares of Common Stock issued upon exercise of
the Warrants (the "WARRANT SHARES") will be, validly issued, fully paid and
non-assessable, free and clear of all liens, claims, encumbrances and Company
rights of first refusal, other than liens, claims and encumbrances created by
the Purchasers (collectively, "LIENS") and will not be subject to any preemptive
or similar rights.

          (e) NO CONFLICTS. The execution, delivery and performance of this
Agreement and each of the Transaction Documents by the Company and the
consummation by the Company of the transactions contemplated hereby and thereby
(including the issuance of the Underlying Shares) do not and will not (i)
conflict with or violate any provision of the Company's Certificate of
Incorporation as amended and in effect on the date hereof (the "CERTIFICATE OF
INCORPORATION"), the Company's Bylaws, as in effect on the date hereof (the
"BYLAWS"), or other organizational documents of the Company or any of its
Subsidiaries, (ii) subject to obtaining the consents referred to in Section
2.1(f), conflict with, or constitute a breach or a default (or an event which
with notice or lapse of time or both would become a default) under, or give to
other Persons any rights of termination, amendment, acceleration or cancellation
of, any agreement, indenture, patent, license or instrument (evidencing a
Company or Subsidiary debt or otherwise) to which the Company or any of its
Subsidiaries is a party or by which any property or asset of the Company or any
of its Subsidiaries is bound or affected or (iii) subject to the completeness
and accuracy of the representations and warranties of the Purchasers in this
Agreement, result in a violation of any law, rule, regulation, order, judgment,
injunction, decree or other restriction of any court or governmental authority
to which the Company or any of its Subsidiaries is subject (including federal
and state securities laws and regulations and the rules and regulations of the
principal market or exchange on which the Common Stock is traded or listed)
applicable to the Company or any of its Subsidiaries, or by which any material
property or asset of the Company or any of its Subsidiaries is bound or
affected.

          (f) CONSENTS AND APPROVALS. Except as specifically set forth on
SCHEDULE 2.1(F), neither the Company nor any of its Subsidiaries is required to
obtain any consent, waiver, authorization or order of, give any notice to, or
make any filing or registration with, any court or other federal, state, local
or other governmental authority, regulatory or self regulatory agency, or other
Person in connection with the execution, delivery and performance by the Company
of this Agreement or any of the Transaction Documents, other than (i) the filing
of a registration statement with the Commission, which shall be filed in
accordance with and in the time periods set forth in the Registration Rights
Agreement, (ii) the application(s) or any letter(s) acceptable to the NASDAQ
SmallCap Market System ("NASDAQ") for the listing of


                                     Page 4

<PAGE>


the Shares and the Underlying Shares with NASDAQ and (iii) any filings, notices
or registrations under applicable state securities laws (together with the
consents, waivers, authorizations, orders, notices and filings referred to on
SCHEDULE 2.1(F), the "REQUIRED APPROVALS").

          (g) LITIGATION; PROCEEDINGS. Except as specifically set forth on
SCHEDULE 2.1(G), there is no action, suit, notice of violation, proceeding or
investigation pending or, to the knowledge of the Company or any of its
Subsidiaries, threatened against or affecting the Company or any of its
Subsidiaries or any of their respective properties or assets before or by any
court, governmental or administrative agency or regulatory authority (federal,
state, county, local or foreign) or any arbitrator, which (i) adversely affects
or challenges the legality, validity or enforceability of any of this Agreement
or any of the Transaction Documents, (ii) could reasonably be expected to,
individually or in the aggregate, have a Material Adverse Effect or (iii) if
adversely decided, could reasonably be expected to have a material adverse
effect on the issuance of the Shares or the issuance or exercise of the Warrants
or the Warrant Shares, or the consummation of the transactions contemplated by
this Agreement and the Transaction Documents.

          (h) NO DEFAULT OR VIOLATION. Neither the Company nor any of its
Subsidiaries is (i) in default under or in violation of any indenture, loan or
other credit agreement or any other agreement or instrument to which it is a
party or by which it or any of its properties or assets is bound, (ii) in
violation of any law, rule, regulation, order, judgment, injunction, decree or
other restriction of any court, arbitrator or governmental authority applicable
to it or any law, statute, ordinance, rule or regulation of any governmental
authority to which it is subject or (iii) in violation of any of the provisions
of its Certificate of Incorporation, Bylaws or other charter documents such that
any right of a holder of the Shares should be affected. The business of the
Company and its Subsidiaries is not being conducted, and shall not be conducted,
in violation of any law, statute, ordinance, rule or regulation of any
governmental authority, except where such violations have not resulted or would
not reasonably result, individually or in the aggregate, in a Material Adverse
Effect.

          (i) DISCLOSURE; ABSENCE OF CERTAIN CHANGES. None of this Agreement,
the Schedules to this Agreement, the Transaction Documents, the SEC Documents or
any other written or formally presented information, report, financial
statement, exhibit, schedule or document furnished by or on behalf of the
Company in connection with the negotiation of the transactions contemplated
hereby contained, contains, or will contain at the time it was or is so
furnished any untrue statement of a material fact or omitted, omits or will omit
at such time to state any material fact necessary in order to make the
statements made herein and therein, in light of the circumstances under which
they were made, not misleading. Except as disclosed on SCHEDULE 2.1(I) or in SEC
Documents filed on EDGAR at least five (5) business days prior to the date
hereof, since January 1, 1999, there has been no material adverse change and no
material adverse development in the business, properties, operations, condition
(financial or otherwise), assets, liabilities or results of operations or,
insofar as can reasonably be foreseen, prospects of the Company or its
Subsidiaries. The Company has not taken any steps, and does not currently expect
to take any steps, to seek protection pursuant to any bankruptcy law nor does
the Company or any of its Subsidiaries have any knowledge or reason to believe
that their respective creditors intend to initiate involuntary bankruptcy
proceedings. No event, liability, development


                                     Page 5

<PAGE>


or circumstance has occurred or exists, or is contemplated to occur, with
respect to the Company or its Subsidiaries or their respective businesses,
properties, operations, condition (financial or otherwise), assets, liabilities
or results of operations or, insofar as can reasonably be foreseen, prospects,
that would be required to be disclosed by the Company under applicable
securities laws on a registration statement (including by way of incorporation
by reference) filed with the Commission, on the date this representation is made
or deemed to be made, relating to an issuance and sale by the Company of its
Common Stock and which has not been publicly disclosed.

          (j) PRIVATE OFFERING; SOLICITATION. The Company and all Persons acting
on its behalf have not (i) made, directly or indirectly, and will not make,
offers or sales of any securities or solicited any offers to buy any security
under circumstances that would require registration of the Shares, the Warrants
or the Warrant Shares or the issuance of such securities under the Securities
Act, (ii) distributed any offering materials in connection with the offering and
sale of the Shares or the Warrants, other than the SEC Documents, the Schedules
to this Agreement, any amendments and any supplements thereto, or (iii)
solicited any offer to buy or sell the Shares or the Warrants by means of any
form of general solicitation or advertising (as those terms are used in Rule
502(c) of Regulation D under the Exchange Act) in a manner which would require
registration under the Securities Act. The offer, issuance and sale of the
Shares, the Warrants and the Warrant Shares to the Purchasers will not be
integrated with any other offer, sale and issuance of the Company's securities
(past or current) in violation of the Securities Act or any regulations of any
exchange or automated quotation system on which any of the securities of the
Company are listed, quoted or designated or for purposes of any stockholder
approval provision applicable to the Company or its securities. Subject to the
accuracy and completeness of the representations and warranties of the
respective Purchasers contained in Section 2.2 hereof, the offer, issuance and
sale by the Company to the Purchasers of the Shares, the Warrants and the
Underlying Shares is exempt from the registration requirements of the Securities
Act.

          (k) SEC DOCUMENTS; FINANCIAL STATEMENTS. The Common Stock of the
Company is registered pursuant to Section 12(g) of the Exchange Act. Since
January 1, 1999 the Company has filed all reports, schedules, forms, statements
and other documents required to be filed by it with the Commission pursuant to
the reporting requirements of the Exchange Act, including pursuant to Section
13, 14 or 15(d) thereof (the foregoing materials and all exhibits included
therein and financial statements and schedules thereto and documents (other than
exhibits to such documents) incorporated by reference therein being collectively
referred to herein as the "SEC DOCUMENTS"), on a timely basis or has received a
valid extension of such time of filing and has filed any such SEC Documents
prior to the expiration of any such extension. As of their respective dates, the
SEC Documents complied in all material respects with the requirements of the
Securities Act and the Exchange Act and the rules and regulations of the
Commission promulgated thereunder, and none of the SEC Documents, when filed,
contained any untrue statement of a material fact or omitted to state a material
fact required to be stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they were made, not
misleading. All agreements to which the Company or any of its Subsidiaries is a
party or to which the property or assets of the Company or any of its
Subsidiaries are subject and which are required to be filed as exhibits to the
SEC Documents have been filed as exhibits to the SEC Documents as required and
neither the Company nor any


                                     Page 6

<PAGE>


of its Subsidiaries nor, to the Company's knowledge, any other party is in
breach of any such agreement. As of their respective dates, the financial
statements of the Company included in the SEC Documents complied as to form in
all material respects with applicable accounting requirements and the published
rules and regulations of the Commission with respect thereto as in effect at the
time of filing. Such financial statements have been prepared in accordance with
United States generally accepted accounting principles applied on a consistent
basis during the periods involved, except as may be otherwise specified in such
financial statements or the notes thereto, and fairly present in all material
respects the financial position of the Company as of and for the dates thereof
and the results of operations and cash flows for the periods then ended,
subject, in the case of unaudited statements, to normal, immaterial year-end
audit adjustments. No other information provided by or on behalf of the Company
to the Purchasers which is not included in the SEC Documents, including, without
limitation, information referred to in Section 2.1(i) of this Agreement,
contains any untrue statement of a material fact or omits to state any material
fact necessary in order to make the statements therein, in light of the
circumstances under which they are or were made, not misleading. The Company
acknowledges that the Purchasers will be trading in the securities of the
Company in reliance on the foregoing representation and warranty.

          (l) INVESTMENT COMPANY. The Company is not, and is not controlled by
or under common control with an Affiliate of an "investment company" within the
meaning of the Investment Company Act of 1940, as amended. For the purposes of
this Section 2.1(l) only, "AFFILIATE" means, with respect to any Person, any
other Person that directly or indirectly controls or is controlled by or under
common control with such Person.

          (m) BROKER'S FEES. No fees or commissions or similar payments with
respect to the transactions contemplated by this Agreement or the Transaction
Documents have been paid or will be payable by the Company to any broker,
financial advisor, finder, investment banker or bank, other than as set forth in
SCHEDULE 2.1(M). The Purchasers shall have no obligation with respect to any
fees or with respect to any claims made by or on behalf of other Persons for
fees of a type contemplated in this SECTION 2.1(M) that may be due in connection
with the transactions contemplated by this Agreement and the Transaction
Documents.

          (n) FORM S-3 ELIGIBILITY. The Company is, and at the Closing Date will
be, eligible to register securities (including the Underlying Shares) for resale
with the Commission under Form S-3 (or any successor form) promulgated under the
Securities Act.

          (o) LISTING AND MAINTENANCE REQUIREMENTS COMPLIANCE. The principal
market on which the Common Stock is currently traded is the NASDAQ SmallCap
Market ("NASDAQ"). Except as disclosed on SCHEDULE 2.1(O), the Company has not
in the one (1) year period preceding the date hereof received written notice
from NASDAQ to the effect that the Company is not in compliance with the listing
or maintenance requirements of such exchange, market or trading facility. To the
Company's knowledge, the Company is not in default under or in violation of any
of the listing or quotation requirements of NASDAQ as in effect on the date
hereof and the Company is not aware of any facts which could reasonably lead to
delisting or suspension of the Common Stock by NASDAQ. After giving effect to
the transactions contemplated by this Agreement and the Transaction Documents,
the Company will be in compliance with all such listing and maintenance
requirements.


                                     Page 7

<PAGE>


          (p) INTELLECTUAL PROPERTY RIGHTS. The Company and each of its
Subsidiaries own or possess adequate rights or licenses to use all trademarks,
trademark applications, trade names and service marks, whether or not
registered, and all patents, patent applications, copyrights, inventions,
licenses, approvals, governmental authorizations, trade secrets and intellectual
property rights (collectively, "INTELLECTUAL PROPERTY RIGHTS") which are
necessary for use in connection with their respective businesses as now
conducted and as described in the SEC Documents. Except as set forth on SCHEDULE
2.1(P), none of the Intellectual Property Rights of the Company or any of its
Subsidiaries has expired or terminated, or is expected to expire or terminate
within two (2) years from the date of this Agreement. To the knowledge of the
Company, neither the Company nor any of its Subsidiaries has infringed or is
infringing on any of the Intellectual Property Rights of any other Person and,
except as set forth on SCHEDULE 2.1(p), there is no claim, action or proceeding
which has been made or brought or alleged against, or to the knowledge of the
Company and its Subsidiaries, is being made, brought or threatened against, the
Company or any of its Subsidiaries regarding the infringement of any of the
Intellectual Property Rights of the Company or any of its Subsidiaries, and the
Company and its Subsidiaries are unaware of any facts or circumstances which
might give rise to any of the foregoing, except where any of the foregoing would
not have a Material Adverse Effect. The Company and its Subsidiaries have taken
reasonable security measures to protect the secrecy, confidentiality and value
of all of their Intellectual Property Rights.

          (q) TAX STATUS; FIRPTA. Except as set forth on SCHEDULE 2.1(Q), the
Company and each of its Subsidiaries have made or filed all federal and state
income and all other tax returns, reports and declarations required by any
jurisdiction to which it is subject (unless and only to the extent that the
Company and each of its Subsidiaries has set aside on its books provisions
reasonably adequate for the payment of all unpaid and unreported taxes) and has
paid all taxes and other governmental assessments and charges that are material
in amount, shown or determined to be due on such returns, reports and
declarations, except those being contested in good faith (which are set forth on
SCHEDULE 2.1(Q) hereof), and have set aside on their books provisions reasonably
adequate for the payment of all taxes for periods subsequent to the periods to
which such returns, reports or declarations apply. There are no unpaid taxes in
any material amount claimed to be due from the Company or any of its
Subsidiaries by the taxing authority of any jurisdiction, and the officers of
the Company know of no basis for any such claim. The Company is not a "United
States real property holding corporation" within the meaning of Section
847(c)(2) of the Internal Revenue Code of 1986, as amended.

          (r) REGISTRATION RIGHTS; RIGHTS OF PARTICIPATION. Except as described
on SCHEDULE 2.1(R) hereto, (i) the Company has not granted or agreed to grant to
any Person any rights (including "piggy-back" registration rights) to have any
securities of the Company registered with the Commission or any other
governmental authority which have not been satisfied and (ii) no Person,
including, but not limited to, current or former stockholders of the Company,
underwriters, brokers or agents, has any right of first refusal, preemptive
right, right of participation, or any similar right to participate in the
transactions contemplated by this Agreement or the Transaction Documents.

          (s) TITLE. Except as disclosed on SCHEDULE 2.1(S), the Company and
each of its Subsidiaries have good and marketable title in fee simple to all
real property and personal property owned by them which is material to the
business of the Company and its Subsidiaries,


                                     Page 8

<PAGE>


in each case free and clear of all Liens, except for Liens that do not
materially affect the value of such property and do not interfere with the use
made and proposed to be made of such property by the Company and its
Subsidiaries. Any real property and facilities held under lease by the Company
and its Subsidiaries are held by them under valid, subsisting and, to the best
knowledge of the Company and its Subsidiaries, enforceable leases with such
exceptions as are not material and do not interfere with the use made and
proposed to be made of such property and buildings by the Company and the
Subsidiaries.

          (t) PERMITS. The Company and each of its Subsidiaries possess all
certificates, authorizations, licenses, easements, consents, approvals, orders
and permits necessary to own, lease and operate their respective properties and
to conduct their respective businesses as currently conducted except where the
failure to possess such permits would not, individually or in the aggregate,
have a Material Adverse Effect ("MATERIAL PERMITS"), and there is no claim,
action or proceeding pending, or, to the knowledge of the Company or its
Subsidiaries, threatened, relating to the revocation, modification, suspension
or cancellation of any Material Permit. Neither the Company nor any of the
Subsidiaries is in conflict with, in default under or in violation of any
Material Permit.

          (u) INSURANCE. The Company and each of its Subsidiaries are insured by
insurers of recognized financial responsibility against such losses and risks
and in such amounts as management of the Company believes to be prudent and
customary in the businesses in which the Company and its Subsidiaries are
engaged. Neither the Company nor any such Subsidiary has any reason to believe
that it will not be able to renew its existing insurance coverages as and when
such coverage expires or to obtain similar coverage from similar insurers as may
be necessary to continue its business, at a cost that would not materially and
adversely affect the business, operations, properties, assets, liabilities,
prospects, results of operations or condition (financial or otherwise) of the
Company and its Subsidiaries, taken as a whole.

          (v) INTERNAL ACCOUNTING CONTROLS. The Company and each of its
Subsidiaries maintain a system of internal accounting controls sufficient to
provide reasonable assurance that (i) transactions are executed in accordance
with management's general or specific authorizations, (ii) transactions are
recorded as necessary to permit preparation of financial statements in
conformity with United States generally accepted accounting principles and to
maintain asset accountability, (iii) access to assets is permitted only in
accordance with management's general or specific authorizations and (iv) the
recorded accountability for assets is compared with the existing assets at
reasonable intervals and appropriate action is taken with respect to any
differences.

          (w) TRANSACTIONS WITH AFFILIATES. Except as set forth on SCHEDULE
2.1(W), and other than the granting of stock options and documents disclosed on
SCHEDULE 2.1(C), none of the officers, directors or employees of the Company is
presently a party to any transaction with the Company or any of its Subsidiaries
(other than for services as employees, officers and directors), including any
contract, agreement or other arrangement providing for the furnishing of
services to or by, providing for rental of real property or personal property to
or from, or otherwise requiring payments to or from any officer, director or
such employee or, to the knowledge of the Company, any Person in which any
officer, director or any such employee has a substantial interest or is an
officer, director, trustee or partner.


                                     Page 9

<PAGE>


          (x) APPLICATION TO TAKEOVER PROTECTION. None of the transactions
contemplated by this Agreement and the Transaction Documents, including the
exercise of the Warrants, will trigger any poison pill provisions of any of the
Company's stockholders' rights or similar agreements.

          (y) FOREIGN CORRUPT PRACTICES. Neither the Company, nor any of its
Subsidiaries, nor any director, officer, agent, employee or other Person acting
on behalf of the Company or any of its Subsidiaries has, in the course of its
actions for, or on behalf of, the Company or any of its Subsidiaries (i) used
any corporate funds for any unlawful contribution, gift, entertainment or other
unlawful expenses relating to political activity, (ii) made any direct or
indirect unlawful payment to any foreign or domestic government official or
employee from corporate funds, (iii) violated (or is in violation of) any
provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or (iv)
made any unlawful bribe, rebate, payoff, influence payment, kickback or other
unlawful payment to any foreign or domestic government official or employee.

          (z) ENVIRONMENTAL LAWS. Except as set forth on SCHEDULE 2.1(Z), the
Company and its Subsidiaries (i) are in compliance with any and all applicable
foreign, federal, state and local laws and regulations relating to the
protection of human health and safety, the environment or hazardous or toxic
substances or wastes, pollutants or contaminants ("ENVIRONMENTAL LAWS"), (ii)
have received all permits, licenses or other approvals required of them under
applicable Environmental Laws to conduct their respective businesses and (iii)
are in compliance with all terms and conditions of any such permits, licenses or
other approvals except where the failure of any of the foregoing would not
result in a Material Adverse Effect.

          (aa) ACKNOWLEDGMENT OF DILUTION. The Company understands and
acknowledges the potentially dilutive effect to the Common Stock upon the
issuance of the Warrant Shares upon exercise of the Warrants. The Company
further acknowledges that its obligation to issue Warrant Shares upon exercise
of the Warrants in accordance with this Agreement and the Warrants is absolute
and unconditional regardless of the dilutive effect that such issuance may have
on the ownership interests of other stockholders of the Company.

          (bb) ACKNOWLEDGMENT REGARDING PURCHASERS' PURCHASE OF THE SHARES AND
THE WARRANTS. The Company acknowledges and agrees that the Purchasers are acting
solely in the capacity of arm's length purchasers with respect to this Agreement
and the transactions contemplated hereby. The Company further acknowledges that
no Purchaser is acting as a financial advisor or fiduciary of the Company (or in
any similar capacity) with respect to this Agreement and the transactions
contemplated hereby and any statement made by any Purchaser or any of their
respective representatives or agents in connection with this Agreement and the
transactions contemplated hereby is not advice or a recommendation and is merely
incidental to the Purchasers' purchase of the Shares and the Warrants. The
Company further represents to each Purchaser that the Company's decision to
enter into this Agreement has been based solely on the independent evaluation of
the Company and its representatives and the representations and warranties of
each of the Purchasers contained in this Agreement.

          (cc) SOLVENCY. The Company (both before and after giving effect to the
transactions contemplated by this Agreement) is solvent (I.E., its assets have a
fair market value


                                    Page 10

<PAGE>


in excess of the amount required to pay its probable liabilities on its existing
debts as they become absolute and matured) and currently the Company has no
information that would lead it to reasonably conclude that the Company would not
have the ability to, nor does it intend to take any action that would impair its
ability to, pay its debts from time to time incurred in connection therewith as
such debts mature. The Company did not receive a qualified opinion from its
auditors with respect to its most recent fiscal year end and does not anticipate
or know of any basis upon which its auditors might issue a qualified opinion in
respect of its current fiscal year.

          (dd) OTHER AGREEMENTS. The Company has not, directly or indirectly,
made any agreements with any Purchasers relating to the terms and conditions of
the transactions contemplated by this Agreement and the Transaction Documents
except as set forth in this Agreement and the Transaction Documents.

     2.2  REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS. Each of the
Purchasers,  severally and not jointly,  hereby represents and warrants to the
Company (as to itself) as follows:

          (a) ORGANIZATION; AUTHORITY. Such Purchaser is a corporation or a
limited duration company or a limited liability company or limited partnership
duly formed, validly existing and in good standing under the laws of the
jurisdiction of its incorporation, organization or formation with the requisite
power and authority, corporate or otherwise, to enter into and to consummate the
transactions contemplated hereby and by the Transaction Documents and otherwise
to carry out its obligations hereunder and thereunder. The purchase by such
Purchaser of the Shares and the Warrants hereunder has been duly authorized by
all necessary action on the part of such Purchaser. This Agreement and the
Registration Rights Agreement have been duly executed and delivered by such
Purchaser and constitute the valid and legally binding obligations of such
Purchaser, enforceable against such Purchaser in accordance with their terms,
except as such enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium, liquidation or similar laws relating to,
or affecting generally the enforcement of, creditors' rights and remedies or by
other equitable principles of general application, and except that rights to
indemnification and contribution may be limited by federal or state securities
laws or public policy relating thereto.

          (b) INVESTMENT INTENT. Such Purchaser is acquiring the Shares and the
Warrants for its own account and not with a present view to or for distributing
or reselling the Shares, the Warrants, or the Warrant Shares or any part thereof
or interest therein in violation of the Securities Act; PROVIDED, HOWEVER, that
by making the representations herein, such Purchaser does not agree to hold any
of the Shares, the Warrants or the Warrant Shares for any minimum or other
specific term and reserves the right to dispose of the Shares, the Warrants and
the Warrant Shares at any time in accordance with or pursuant to a registration
statement or an exemption under the Securities Act.

          (c) PURCHASER STATUS. At the time such Purchaser was offered the
Shares and the Warrants, and at the Closing Date, (i) it was and will be an
"accredited investor" as defined in Rule 501 under the Securities Act and (ii)
such Purchaser, either alone or together with its representatives, had and will
have such knowledge, sophistication and experience in business and financial
matters so as to be capable of evaluating the merits and risks of the
prospective investment in the Shares and the Warrants.


                                    Page 11

<PAGE>


          (d) RELIANCE. Such Purchaser understands and acknowledges that (i) the
Shares and the Warrants are being offered and sold to such Purchaser without
registration under the Securities Act in a private placement that is exempt from
the registration provisions of the Securities Act under Section 4(2) of the
Securities Act or Regulation D promulgated thereunder and (ii) the availability
of such exemption depends in part on, and the Company will rely upon the
accuracy and truthfulness of, the representations set forth in this Section 2.2
and such Purchaser hereby consents to such reliance.

          (e) INFORMATION. Such Purchaser and its advisors, if any, have been
furnished with all materials relating to the business, finances and operations
of the Company and materials relating to the offer and sale of the Shares and
the Warrants which have been requested by such Purchaser or its advisors. Such
Purchaser and its advisors, if any, have been afforded the opportunity to ask
questions of the Company. Neither such inquiries nor any other due diligence
investigation conducted by such Purchaser or any of its advisors or
representatives shall modify, amend or affect Purchaser's right to rely on the
Company's representations and warranties contained in Section 2.1 above or
representations and warranties of the Company contained in any other Transaction
Document. Such Purchaser understands that its investment in the Shares and the
Warrants involves a significant degree of risk, including the risk of a total
loss of investment.

          (f) GOVERNMENTAL REVIEW. Such Purchaser understands that no United
States federal or state agency or any other government or - governmental agency
or authority has passed upon or made any recommendation or endorsement of the
Shares or the Warrants.

          (g) OTHER AGREEMENTS. Such Purchaser has not, directly or indirectly,
made any agreements with the Company relating to the terms and conditions of the
transactions contemplated by this Agreement and the Transaction Documents except
as set forth in this Agreement and the Transaction Documents

          (h) RESIDENCY. Such Purchaser is a resident of the jurisdiction set
forth immediately below such Purchaser's name on SCHEDULE II hereto.


     The Company acknowledges and agrees that the Purchasers make no
representations or warranties with respect to the transactions contemplated
hereby other than those specifically set forth in this Section 2.2. The
Purchasers each acknowledge and agree that the Company makes no representations
or warranties with respect to the transactions contemplated hereby other than
those specifically set forth in Section 2.1 hereof.

                                  ARTICLE III.

                                OTHER AGREEMENTS

     3.1  TRANSFER RESTRICTIONS; LEGEND.

          (a) TRANSFER RESTRICTIONS. If any Purchaser should decide to dispose
of the Shares, the Warrants or the Warrant Shares held by it, such Purchaser
understands and agrees


                                    Page 12

<PAGE>


that it may do so only pursuant to an effective registration statement under the
Securities Act, to the Company or pursuant to an available exemption from the
registration requirements of the Securities Act and in compliance with
applicable state securities laws. In connection with any transfer or disposition
of any Shares, Warrants or Warrant Shares other than pursuant to an effective
registration statement or to the Company, the Company may require the transferor
thereof to provide to the Company a written opinion of counsel experienced in
the area of United States securities laws selected by the transferor, the form
and substance of which opinion shall be customary for opinions of counsel in
comparable transactions and reasonably satisfactory to the Company, to the
effect that such transfer does not require registration of such transferred
securities under the Securities Act and qualification under applicable state
securities laws. Notwithstanding the foregoing, the Company hereby consents to
and agrees to affect any transfer by any Purchaser to an Affiliate (as defined
in Section 3.10) of such Purchaser, provided that the transferee certifies to
the Company that it is an "accredited investor" as defined in Rule 501(a) under
the Securities Act. Any such transferee shall also agree in writing to be bound
by the terms of this Agreement and shall have the rights of a Purchaser under
this Agreement and the Transaction Documents.

          (b) LEGEND. Each Purchaser agrees to the imprinting, so long as is
required by this Section 3.1(b), of the following legend on the Shares, the
Warrants, and the Warrant Shares:

                   THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN
          REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION IN
          RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE
          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, OR IN A
          TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF
          THE SECURITIES ACT.

                   THE TRANSFER OF THE SECURITIES REPRESENTED BY THIS
          CERTIFICATE IS SUBJECT TO CERTAIN CONDITIONS SPECIFIED IN THE
          SECURITIES PURCHASE AGREEMENT, DATED AS OF MARCH 1, 2000,
          BETWEEN THE ISSUER (THE "COMPANY") AND THE INITIAL HOLDER OF
          THE SECURITIES REPRESENTED BY THIS CERTIFICATE, AND THE
          COMPANY RESERVES THE RIGHT TO REFUSE THE TRANSFER OF SUCH
          SECURITIES UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED WITH
          RESPECT TO SUCH TRANSFER. A COPY OF SUCH CONDITIONS SHALL BE
          FURNISHED BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN
          REQUEST AND WITHOUT CHARGE.

          Neither the Shares, the Warrants nor the Warrant Shares shall contain
the legend set forth above (or any other legend) (i) at any time while a
registration statement is effective under the Securities Act covering such
security, (ii) if, in the written opinion of counsel to the Company experienced
in the area of United States securities laws, such legend is not required under
applicable requirements of the Securities Act (including judicial
interpretations and pronouncements issued by the staff of the Commission) or
(iii) if such Shares, Warrants, or


                                    Page 13

<PAGE>


Warrant Shares may be sold pursuant to Rule 144(k) promulgated under the
Securities Act. The Company agrees that it will provide each Purchaser, upon
request, with a certificate or certificates representing the Shares, Warrants,
or Warrant Shares, free from such legend at such time as such legend is no
longer required hereunder. If such certificate or certificates had previously
been issued with such a legend or any other legend, the Company shall, upon
request and delivery of such certificate or certificates to the Company by such
Purchaser, cause the Company's transfer agent to reissue to such Purchaser such
certificate or certificates free of any legend.

     3.2 STOP TRANSFER INSTRUCTION. The Company may not make any notation on its
records or give improper instructions to any transfer agent of the Company which
enlarge the restrictions on transfer set forth in Section 3.1.

     3.3 FURNISHING OF INFORMATION. As long as any Purchaser owns any Shares,
Warrants, or Warrant Shares, the Company will cause the Common Stock to continue
at all times to be registered under Section 12(g) of the Exchange Act, will
timely file (or obtain extensions in respect thereof and file within the
applicable grace period) all reports required to be filed by the Company after
the date hereof pursuant to Sections 13, 14 or 15(d) of the Exchange Act and,
unless filed by EDGAR, will promptly furnish, but in no event later than two (2)
business days after the filing thereof with the Commission, the Purchasers with
true and complete copies of all such filings, and will not take any action or
file any document (whether or not permitted by the Exchange Act or the rules
thereunder) to terminate or suspend such reporting and filing obligations, and
will make and keep public information available, as those terms are defined in
Rule 144. As long as any Purchaser owns any Shares, Warrants or Warrant Shares,
if the Company is not required to file reports pursuant to Section 13(a) or
15(d) of the Exchange Act, it will prepare and furnish to the Purchasers and
make publicly available in accordance with Rule 144(c) promulgated under the
Securities Act annual and quarterly financial statements, together with a
discussion and analysis of such financial statements in form and substance
substantially similar to those that would otherwise be required to be included
in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as
any other information required thereby, in the time period that such filings
would have been required to have been made under the Exchange Act. The Company
also agrees to send the following to each Purchaser prior to and during the
Effectiveness Period (as defined in the Registration Rights Agreement) copies of
any notices and other information made available or given to the stockholders of
the Company generally, contemporaneously with the making available or giving
thereof to the stockholders. The Company further covenants that it will take
such further action as any holder of the Shares, the Warrants or the Warrant
Shares may reasonably request, all to the extent required from time to time to
enable such Person to sell the Shares, the Warrants or the Warrant Shares
without registration under the Securities Act within the limitation of the
exemptions provided by Rule 144 promulgated under the Securities Act, including
the legal opinion referenced above in Section 3.1(b). Upon the request of any
such Person, the Company shall deliver to such Person a written certification of
a duly authorized officer as to whether it has complied with such requirements.

     3.4 BLUE SKY LAWS. In accordance with the Registration Rights Agreement,
the Company shall, at the request of the Purchasers (a) qualify the Shares and
the Warrant Shares under the securities or "blue sky" laws of such jurisdictions
as the Purchasers may request (or to


                                    Page 14

<PAGE>


obtain an exemption from such qualification), (b) provide evidence of any such
action so taken to each Purchaser on or prior to the Effectiveness Date (as
defined in the Registration Rights Agreement) and (c) continue such
qualification at all times through the resale of all Shares or Warrant Shares.

     3.5 INTEGRATION. The Company shall not sell, offer for sale or solicit
offers to buy or otherwise negotiate in respect of any security (as defined in
Section 2 of the Securities Act) that would be integrated with the offer or sale
of the Shares, the Warrants or the Warrant Shares in a manner that would require
the registration under the Securities Act of the sale to any Purchaser of the
Shares, the Warrants or the Warrant Shares or cause the offering of such
securities to be integrated with any other offering of securities by the Company
for the purpose of any stockholder approval provision applicable to the Company
or its securities.

     3.6 LISTING, REGISTRATION AND RESERVATION OF THE SHARES AND THE WARRANT
SHARES.

          (a) LISTING OF SHARES. Within three (3) Business Days after the
Closing Date the Company shall (i) prepare and file with NASDAQ an additional
shares listing application or a letter acceptable to NASDAQ covering and listing
a number of shares of Common Stock which is at least equal to 100% of the
maximum number of Shares and Underlying Shares then issuable, (ii) take all
steps necessary to cause the Shares and the Underlying Shares to be approved for
listing on NASDAQ, and (iii) provide to the Purchasers evidence of such listing.
The Company shall maintain, so long as any Purchaser owns any Shares or any
Underlying Shares, such listing of all such Shares and Underlying Shares on
NASDAQ (as well as on any other national securities exchange or market on which
the Common Stock is then listed). Neither the Company nor any of its
Subsidiaries shall take any action which may result in the delisting or
suspension of the Common Stock on NASDAQ. The Company shall pay all fees and
expenses in connection with satisfying its obligations under this Section
3.6(a).

          (b) REGISTRATION OF SHARES. The number of shares of Common Stock
initially included in the Initial Registration Statement (as defined in the
Registration Rights Agreement) shall be determined pursuant to Section 2(a) of
the Registration Rights Agreement.

          (c) RESERVATION OF SHARES. The Company at all times shall reserve a
sufficient number of shares of its authorized but unissued Common Stock to
provide for 100% of the full exercise of the outstanding Warrants. Shares of
Common Stock reserved for issuance upon the exercise of the Warrants shall be
allocated pro rata to each of the Purchasers in accordance with the amount of
Warrants issued and delivered to such Purchaser at the Closing. If at any time
the number of shares of Common Stock authorized and reserved for issuance is
insufficient to cover 100% of the number of Warrant Shares issued and issuable
upon exercise of the Warrants, without regard to any limitation on exercises,
the Company will promptly take all corporate action necessary to authorize and
reserve 100% of such shares pursuant to Section 3(b) of the Registration Rights
Agreement, including, without limitation, calling a special meeting of
stockholders to authorize additional shares to meet the Company's obligations
under this Section 3.6(c), in the case of an insufficient number of authorized
shares, and using its best efforts to obtain stockholder approval of an increase
in such authorized number of shares.


                                    Page 15

<PAGE>


     3.7  NOTICE OF BREACHES AND VIOLATIONS; PURCHASER DEFAULT.

          (a) NOTICE OF BREACH. The Company and each Purchaser shall give prompt
written notice to each other of any breach by it of any representation, warranty
or other agreement contained in this Agreement or in the Transaction Documents,
as well as any events or occurrences arising after the date hereof and prior to
the Closing Date, which would reasonably be likely to cause any representation
or warranty or other agreement of such party, as the case may be, contained
herein to be incorrect or breached as of the Closing Date; PROVIDED such notice
will not constitute material non-public information. However, no disclosure by
any party pursuant to this Section 3.7 shall be deemed to cure any breach of any
representation, warranty or other agreement contained herein or in the
Transaction Documents.

          (b) NOTICE OF VIOLATION. Notwithstanding the generality of Section
3.7(a), the Company shall promptly notify (PROVIDED such notification will not
constitute material non-public information) each Purchaser of any notice or
claim (written or oral) that it receives from any lender of the Company or any
of its Subsidiaries to the effect that the consummation of the transactions
contemplated hereby and by the Transaction Documents violates or would violate
any written agreement or understanding between such lender and the Company or
any of its Subsidiaries, and the Company shall promptly furnish by facsimile to
the Purchasers a copy of any written statement in support of or relating to such
claim or notice.

          (c) PURCHASER DEFAULT. The default by any Purchaser of any of its
obligations, representations or warranties under this Agreement or the
Transaction Documents shall not be imputed to, and shall have no effect upon,
any other Purchaser or affect the Company's obligations under this Agreement or
any Transaction Document to any non-defaulting Purchaser.

     3.8 FORM D. The Company agrees to file a Form D with respect to the Shares
and the Warrants as required by Rule 506 under Regulation D and to provide a
copy thereof to each Purchaser promptly after such filing.

     3.9 USE OF PROCEEDS. The Company shall use the proceeds from the sale of
the Shares and the exercise of the Warrants for, working capital, pending
acquisitions and development and implementation of its business plan.

     3.10 TRANSACTIONS WITH AFFILIATES. So long as any Shares or Warrants are
outstanding, the Company shall not, and shall cause each of its Subsidiaries not
to, enter into, amend, modify or supplement, or permit any of its Subsidiaries
to enter into, amend, modify or supplement, any agreement, transaction,
commitment or arrangement with any of its or any Subsidiary's officers,
directors or persons who were officers or directors at any time during the
previous two (2) years, stockholders who beneficially own 5% or more of the
Common Stock, or Affiliates or any individual related by blood, marriage or
adoption to any such individual or with any Person in which any such Person owns
a 5% or more beneficial interest (each, a "RELATED PARTY"), except for (a)
customary employment arrangements and benefit programs on reasonable terms, (b)
any agreement, transaction, commitment or arrangement on an arm's length basis
on terms no less favorable than terms which would have been obtainable from a
Person other than such Related Party or (c) any agreement, transaction,
commitment or arrangement which is approved by a majority of the disinterested
directors of the Company. For purposes hereof, any director who is


                                    Page 16

<PAGE>


also an officer of the Company or any Subsidiary of the Company shall not be a
disinterested director with respect to any such agreement, transaction,
commitment or arrangement. For purposes of this Agreement (other than Section
2.1(l)), "AFFILIATE" means, with respect to any Person, another Person that,
directly or indirectly, (i) has a 5% or more equity interest in that Person,
(ii) has 5% or more common ownership with that Person, (iii) Controls that
Person or (iv) shares common Control with that Person. "CONTROL" or "CONTROLS"
for purposes of this Section only means that a Person has the power, direct or
indirect, to conduct or govern the policies of another Person, whether through
the ownership of voting securities, by contract or otherwise.

     3.11 TRANSFER AGENT INSTRUCTIONS. At the Closing, the Company shall issue
instructions to its transfer agent (and shall issue to any subsequent transfer
agent as required), to issue certificates, registered in the name of each
Purchaser or its respective nominee(s), for the Shares and/or the Warrant Shares
in such amounts as specified from time to time by each Purchaser to the Company
in a form acceptable to such Purchaser (the "TRANSFER AGENT INSTRUCTIONS"). The
Company warrants that no instruction other than the Transfer Agent Instructions
referred to in this Section 3.11, and stop transfer instructions to give effect
to Section 3.1 hereof (in the case of Shares and the Warrant Shares, prior to
registration of the Shares and the Warrant Shares under the Securities Act) will
be given by the Company to its transfer agent and that the Shares, the Warrants
and the Warrant Shares shall otherwise be freely transferable on the books and
records of the Company as and to the extent provided in this Agreement and the
Transaction Documents. The Company acknowledges that a breach by it of its
obligations hereunder will cause irreparable harm to the Purchasers by violating
the intent and purpose of the transactions contemplated hereby. Accordingly, the
Company acknowledges that the remedy at law for a breach of its obligations
under this Section 3.11 will be inadequate and agrees, in the event of a beach
or threatened breach by the Company of the provisions of this Section 3.11, that
the Purchasers shall be entitled, in addition to all other available remedies,
to an order and/or injunction restraining any breach and requiring immediate
issuance and transfer without the necessity of showing economic loss and without
any bond or other security being required.

     3.12 ORDINARY COURSE BROKERAGE AND TRADING. Subject to compliance with all
applicable securities laws and NASDAQ regulations, no Purchaser shall be
prohibited from engaging in its ordinary course brokerage and trading activities
in respect of the Common Stock; PROVIDED, that the personnel engaged in such
activities have not been involved with the transactions contemplated hereby and
have not been provided with confidential information with respect to the
Company.

     3.13 BEST EFFORTS. Each of the parties hereto shall use its reasonable best
efforts to satisfy each of the conditions to be- satisfied
by it as provided in Article IV of this Agreement.

     3.14 CORPORATE EXISTENCE. Until such time as all of the Purchasers provide
the Company with written notice that the Purchasers do not beneficially own any
Shares or Warrants, the Company shall maintain its corporate existence and shall
not sell all or substantially all of the Company's assets, except in the event
of a merger or consolidation or sale of all or substantially all of the
Company's assets, where the surviving or successor Person in such transaction
(i) assumes the Company's obligations hereunder and under the agreements and


                                    Page 17

<PAGE>


instruments entered into in connection herewith and (ii) is a publicly traded
corporation whose common stock is listed for trading or quoted on the National
Market System of the NASDAQ Stock Market, the New York Stock Exchange or the
American Stock Exchange.

     3.15 PRESS RELEASE; FILING OF FORM 8-K. Subject to the provisions of
Section 6.10 hereof, prior to the opening of NASDAQ on March 6, 2000, the
Company shall file a press release in form and substance acceptable to the
Purchasers. On or before the third (3rd) business day following the Closing
Date, the Company shall file a Form 8-K with the Commission describing the terms
of the transaction contemplated by this Agreement and the Transaction Documents
in the form required by the Exchange Act.

     3.16 FUTURE FINANCINGS. Until the earlier to occur of (i) the date that the
Purchasers (collectively) own less than 850,000 shares of the Company's Common
Stock (or shares exercisable or exchangeable for or convertible into shares of
the Company's Common Stock) or (ii) August 24, 2001, and except for the issuance
of (i) the Underlying Shares, (ii) shares of Common Stock deemed to have been
issued by the Company in connection with any plan (as such plan may be amended
from time to time) which has been approved by the Board of Directors of the
Company prior to the date hereof, pursuant to which the Company's securities may
be issued to any employee, officer, director or consultant of the Company, (iii)
shares of Common Stock issuable upon the exercise of any options, warrants,
convertible securities or debentures outstanding on the date hereof and included
in SCHEDULE 2.1(C) hereto, (iv) shares of Common Stock issued or deemed to have
been issued as consideration for an acquisition by the Company of a division,
assets or business (or stock constituting any portion thereof) from another
Person, or (v) shares of Common Stock or other securities convertible into or
exchangeable or exercisable for Common Stock issued in an offering registered
under the Securities Act, if the Company agrees to issue shares of Common Stock
or other securities convertible into or exchangeable or exercisable for Common
Stock (the "NEW Security") while any Shares are outstanding at an effective
price per share which is less or may be less (including, without limitation, any
security which is convertible into or exchangeable or exercisable for Common
Stock at a price which may change with the market price of the Common Stock)
than $4.50 (a "FUTURE FINANCING"), the Company shall provide to the Purchasers
by 5:00 p.m. (New York time) on or before the third (3rd) business day after the
decision to issue the New Security has been made, written notice of the Future
Financing containing in reasonable detail (i) the proposed terms of the Future
Financing, (ii) the amount of the proceeds that will be raised and (iii) the
Person with whom such Future Financing shall be effected, and attached to which
shall be a term sheet or similar document relating thereto (the "FUTURE
FINANCING NOTICE"). Upon receiving the Future Financing Notice, each Purchaser
shall have the pro rata right (based on the number of Shares then held by such
Purchaser relative to the number of Shares issued pursuant to this Agreement) to
purchase, on the same terms and conditions as the Future Financing, an amount of
New Securities having a per share purchase price equal to the per share purchase
price paid in the Future Financing. In the event a Purchaser desires to exercise
the right granted under this Section 3.16, such Purchaser must notify the
Company on or prior to the fifth (5th) business day after such Purchaser has
received the Future Financing Notice. In the event the terms and conditions of a
proposed Future Financing are amended in any respect after delivery of the
Future Financing Notice but prior to the closing of the proposed Future
Financing to which such Future Financing Notice relates, the Company shall
deliver a new notice to each Purchaser describing the amended terms and
conditions of the proposed Future Financing and each


                                    Page 18

<PAGE>


Purchaser thereafter shall have an option during the five (5) business day
period following delivery of such new notice to purchase its pro rata share
(based on the Purchaser's percentage of the number of Shares then outstanding
that such Purchaser owns) of the New Securities being offered on the same terms
as contemplated by such proposed Future Financing, as amended. The foregoing
sentence shall apply to successive amendments to the terms and conditions of any
proposed Future Financing. Those Purchasers desiring to purchase additional
shares of Common Stock must notify the Company of their intention to do so
within five (5) business days after the Company has informed the Purchasers of
their right to purchase additional shares of Common Stock. Within five (5)
business days of the termination of the final notice period, the transactions
contemplated by this Section 3.16 shall close, subject to the completion of
mutually satisfactory documentation, and the Company shall tender to each
Purchaser certificates representing the New Securities that it agreed to
purchase and the Purchasers shall make payment for the entire purchase price in
immediately available funds at the closing of such sale.

     3.17 MATERIAL INFORMATION. The Company covenants that any information
provided by the Company to the Purchasers and their agents or counsel which
could be deemed to constitute material non-public information will cease to be
material non-public information (either through disclosure by the Company or
otherwise) by March 24, 2000.

                                  ARTICLE IV.

                                   CONDITIONS

     4.1 CLOSING CONDITIONS.

         (a) CONDITIONS PRECEDENT TO THE OBLIGATION OF THE COMPANY TO SELL. The
obligation of the Company to sell the Shares and the Warrants hereunder is
subject to the satisfaction or waiver (with prior written notice to each
Purchaser) by the Company, at or before the Closing, of each of the following
conditions:

               (i) ACCURACY OF THE PURCHASERS' REPRESENTATIONS AND WARRANTIES.
The representations and warranties of each Purchaser set forth in this Agreement
shall be true and correct in all material respects as of the date when made
(except for representations and warranties that speak as of a specific date) and
as of the Closing Date;

               (ii) PERFORMANCE BY THE PURCHASERS. Each Purchaser shall have
performed, satisfied and complied in all material respects with all covenants,
agreements and conditions required by this Agreement and the Transaction
Documents to be performed, satisfied or complied with by such Purchaser at or
prior to the Closing; and

               (iii) NO INJUNCTION. No statute, rule, regulation, executive
order, decree, ruling or injunction shall have been enacted, entered,
promulgated, endorsed or threatened or shall be pending by or before any court
or governmental authority of competent jurisdiction which prohibits the
consummation of any of the transactions contemplated by this Agreement or the
Transaction Documents.


                                    Page 19

<PAGE>


          (b) CONDITIONS PRECEDENT TO THE OBLIGATION OF THE PURCHASERS TO
PURCHASE. The obligation of each Purchaser hereunder to acquire and pay for the
Shares and the Warrants at the Closing is subject to the satisfaction or waiver
(with prior written notice to the Company and each other Purchaser) by such
Purchaser, at or before the Closing, of each of the following conditions:

               (i) ACCURACY OF THE COMPANY'S REPRESENTATIONS AND WARRANTIES. The
representations and warranties of the Company set forth in this Agreement and in
each of the Transaction Documents shall be true and correct in all material
respects as of the date when made (except for representations and warranties
that speak as of a specific date) and as of the Closing Date;

               (ii) PERFORMANCE BY THE COMPANY. The Company shall have
performed, satisfied and complied in all respects with all covenants, agreements
and conditions required by this Agreement and the Transaction Documents to be
performed, satisfied or complied with by the Company at or prior to the Closing;

               (iii) NO INJUNCTION. No statute, rule, regulation, executive
order, decree, ruling or injunction shall have been enacted, entered,
promulgated, endorsed or threatened or shall be pending by or before any court
or governmental authority of competent jurisdiction which prohibits the
consummation of any of the transactions contemplated by this Agreement and the
Transaction Documents;

               (iv) NO SUSPENSIONS OF TRADING IN COMMON STOCK. The trading in
the Common Stock shall not have been suspended by the Commission - or NASDAQ
(except for any suspension of trading of limited duration solely to permit
dissemination of material information regarding the Company);

               (v) LISTING OF COMMON STOCK. The Common Stock shall be listed for
trading on NASDAQ;-

               (vi) REQUIRED APPROVALS. All Required Approvals shall have been
obtained and copies thereof delivered to such Purchaser;

               (vii) SHARES OF COMMON STOCK. The Company shall have duly
reserved the number of Underlying Shares required by this Agreement and the
Transaction Documents to be reserved for issuance upon the exercise of the
Warrants;

               (viii) TRANSFER AGENT INSTRUCTIONS. The Transfer Agent
Instructions, in a form acceptable to the Purchasers, shall have been -
delivered to and acknowledged in writing by the Company's transfer agent with a
copy forwarded to each Purchaser; and

               (ix) RESOLUTIONS. The Board of Directors of the Company shall
have adopted resolutions consistent with Section 2.1(b) and in a form reasonably
acceptable to each Purchaser (the "RESOLUTIONS").


                                    Page 20

<PAGE>


     (c)  DOCUMENTS AND CERTIFICATES.  At the Closing, the Company shall have
delivered to the  Purchasers  the following in form and substance reasonably
satisfactory to the Purchasers:

               (i) OPINION. An opinion of the Company's legal counsel,
substantially in the form attached hereto as EXHIBIT E, dated as of the Closing
Date;

               (ii) CERTIFICATE. A stock certificate or certificates
representing the number of Shares purchased by each Purchaser as set forth next
to such Purchaser's name on SCHEDULE I hereto, registered in the name of such
Purchaser, each in form satisfactory to the Purchaser (which shall be delivered
by the third (3rd) Business Day following the Closing Date);

               (iii) WARRANT. Warrants, substantially in the form of EXHIBITS A,
B AND C hereto, representing the Warrants purchased by each Purchaser as set
forth next to such Purchaser's name on SCHEDULE I hereto, registered in the name
of such Purchaser;

               (iv) REGISTRATION RIGHTS. The Company shall have executed and
delivered the Registration Rights Agreement, substantially in the form of
EXHIBIT D hereto;

               (v) OFFICER'S CERTIFICATE. An Officer's Certificate dated the
Closing Date and signed by an executive officer of the Company confirming the
accuracy of the Company's representations, warranties and covenants as of the
Closing Date and confirming the compliance by the Company with the conditions
precedent set forth in this Section 4.1 as of the Closing Date;

               (vi) SECRETARY'S CERTIFICATE. A Secretary's Certificate dated the
Closing Date and signed by the Secretary or Assistant Secretary of the Company
certifying that (A) attached thereto is a true and complete copy of the
Certificate of Incorporation of the Company, as in effect on the Closing Date,
(B) attached thereto is a true and complete copy of the By-laws of the Company,
as in effect on the Closing Date and (C) attached thereto is a true and complete
copy of the Resolutions duly adopted by the Board of Directors of the Company
authorizing the execution, delivery and performance of this Agreement and of the
Transaction Documents, and that such Resolutions have not been modified,
rescinded or revoked;

               (vii) CERTIFICATE OF INCORPORATION. The Company shall have
delivered to each of the Purchasers a copy of a certificate evidencing the
incorporation and good standing of the Company and each Subsidiary, in such
corporation's state of incorporation issued by the Secretary of State of such
state of incorporation as of a date within ten (10) days of the Closing Date.
The Company shall have delivered to each of the Purchasers a copy of its
Certificate of Incorporation as certified by the Secretary of State of the State
of Delaware within ten (10) days of the Closing Date;

               (viii) TRANSFER AGENT LETTER. The Company shall have delivered to
each Purchaser a letter from the Company's transfer agent certifying the number
of shares of Common Stock outstanding as of a date within five days of the
Closing Date; and


                                    Page 21

<PAGE>


               (ix) OTHER DOCUMENTS. The Company shall have delivered to each
Purchaser such other documents relating to the transactions contemplated by the
Transaction Documents as the Purchasers or their counsel may reasonably request.

                                   ARTICLE V.

                                 INDEMNIFICATION

     5.1  INDEMNIFICATION.

          (a) INDEMNIFICATION. In addition to all of the Company's other
obligations under this Agreement and the Transaction Documents, the Company
shall defend, protect, indemnify and hold harmless each Purchaser, its past and
present Affiliates and their successors and assigns (permitted under the
provisions of Section 6.5 hereof), each other holder of the Underlying Shares
and all of their stockholders, officers, directors, employees and direct or
indirect investors and any of the foregoing Persons' agents or other
representatives (including, without limitation, those retained in connection
with the transactions contemplated by this Agreement) (collectively, the
"INDEMNITEES") from and against any and all actions, causes of action, suits,
claims, losses, proceedings, costs (as incurred), penalties, fees, liabilities
and damages, and expenses in connection therewith (irrespective of whether any
such Indemnitee is a party to the action for which indemnification hereunder is
sought), and including interest, penalties and reasonable attorneys' fees and
disbursements (the "INDEMNIFIED LIABILITIES"), incurred by any Indemnitee as a
result of, or arising out of, or relating to (i) any material misrepresentation
or material breach of any representation or warranty made by the Company in this
Agreement or in any of the Transaction Documents, or any other certificate,
instrument or document contemplated hereby or thereby, (ii) any material breach
of any covenant, agreement or obligation of the Company contained in this
Agreement or any of the Transaction Documents, or any other certificate,
instrument or document contemplated hereby or thereby or (iii) any cause of
action, suit or claim brought or made or threatened, other than by the Company,
against such Indemnitee and arising out of or resulting from (A) the execution,
delivery, registration, performance or enforcement of this Agreement or any of
the Transaction Documents, (B) any transaction financed or to be financed in
whole or in part, directly or indirectly, with the proceeds of the issuance of
the Shares or the Warrants or (C) solely the status of such Purchasers or
holders of the Shares, the Warrants or the Warrant Shares as an investor in the
Company. The indemnification obligations of the Company under this paragraph
shall be in addition to any liability which the Company may otherwise have,
shall extend upon the same terms and conditions to any Affiliate of the
Purchasers and partners, directors, agents, employees and controlling Persons
(if any), as the case may be, of the Purchasers and any such Affiliate, and
shall be binding upon and inure to the benefit of any successors, assigns, heirs
and personal representatives of the Company, the Purchasers and any such
Affiliate and any such Person. The Company also agrees that neither the
Purchasers nor any such Affiliates, partners, directors, agents, employees or
controlling Persons shall have any liability to the Company or any Person
asserting claims on behalf of or in right of the Company in connection with or
as a result of the consummation of this Agreement or any of the Transaction
Documents except to the extent that any losses, claims, damages, liabilities or
expenses incurred by the Company result from the gross negligence or willful
misconduct of such Purchaser or Person in connection with the transactions
contemplated by this Agreement and the Transaction Documents. To the extent that


                                    Page 22

<PAGE>


the foregoing undertakings by the Company may be unenforceable for any reason,
the Company shall make the maximum contribution to the payment and satisfaction
of each of the Indemnified Liabilities which is permissible under applicable
law.

          (b) INDEMNIFICATION PAYMENTS. All fees and expenses (including
reasonable fees and expenses to the extent incurred in connection with
investigating or preparing to defend such actions, causes of action, suits,
claims or other proceedings in a manner not inconsistent with this Section) of
the Indemnitees shall be paid to the Indemnitees as incurred, within ten (10)
business days of written notice thereof to the Company, which notice shall be
delivered no more frequently than on a monthly basis (regardless of whether it
is ultimately determined that an Indemnitee is not entitled to indemnification
hereunder; PROVIDED, that the Company may require such Indemnitee to undertake
to reimburse all such fees and expenses to the extent it is finally judicially
determined that such Indemnitee is not entitled to indemnification hereunder).

                                  ARTICLE VI.

                                  MISCELLANEOUS

     6.1 ENTIRE AGREEMENT. This Agreement, together with the Exhibits and
Schedules hereto and the Transaction Documents, contains the entire
understanding of the parties with respect to the subject matter hereof and
supersede all prior agreements and understandings, oral or written, with respect
to such matters.

     6.2 NOTICES. Any notices, consents, waivers or other communications
required or permitted to be given under the terms of this Agreement must be in
writing and will be deemed to have been delivered (i) upon receipt, when
delivered personally, (ii) upon receipt, when sent by facsimile, PROVIDED
confirmation of transmission is mechanically or electronically generated and
kept on file by the sending party (if received by or before 5:30 p.m. Eastern
Time where such notice is received) or the first (1st) business day following
such delivery (if received after 5:30 p.m. Eastern Time where such notice is
received) or (iii) one (1) business day after deposit with a nationally
recognized overnight courier, in each case properly addressed to the party to
receive the same. The addresses and facsimile numbers for such communications
shall be:

             (i)      If to the Company:

                      NetCurrents, Inc.
                      9720 Wilshire Blvd., Suite 700
                      Beverly Hills, CA  90212
                      Telephone:  (310) 860-0200
                      Attention:  President
                      Facsimile:  310-248-3592

             with a copy to:

                      Troop Steuber Pasich Reddick & Tobey, LLP
                      2029 Century Park East
                      24th Floor


                                     Page 23

<PAGE>


                      Los Angeles, CA  90067
                      Attention:  Linda Giunta Michaelson
                      Facsimile:  (310) 728-2316


             (ii)     If to the Transfer Agent:

                      Transfer Online
                      227 Pine Street, Suite 300
                      Portland, Oregon  97204
                      Attention:  Lori Livingston
                      Facsimile:  503-227-6874


             (iii)    If to Brown Simpson Strategic Growth Fund L.P. or Brown
Simpson Strategic Growth Fund, Ltd., to:

                      Brown Simpson Asset Management, LLC
                      152 West 57th Street, 40th Floor
                      New York, New York 10029
                      Attention:  Peter D. Greene
                      Telephone:  (212) 247-8200
                      Facsimile:  (212) 247-1329

             with a copy to:

                      Akin, Gump, Strauss, Hauer & Feld, L.L.P.
                      590 Madison Avenue
                      New York, New York  10022
                      Attention:  James E. Kaye, Esq.
                      Telephone:  (212) 872-1000
                      Facsimile:  (212) 872-1002


Each party shall provide written notice to the other parties of any change in
address or facsimile number in accordance with the provisions hereof.

     6.3 AMENDMENTS; WAIVERS. No provision of this Agreement may be waived or
amended except in a written instrument signed, in the case of an amendment, by
both the Company and each of the Purchasers or, in the case of a waiver, by the
party against whom a waiver of any such provision is sought. No waiver of any
default with respect to any provision, condition or requirement of this
Agreement shall be deemed to be a continuing waiver in the future or a waiver of
any other provision, condition or requirement hereof, nor shall any delay or
omission of any party to exercise any right hereunder in any manner impair the
exercise of any such right accruing to it thereafter. The Company shall not
offer or pay any consideration to a Purchaser for consenting to such an
amendment or waiver unless the same consideration is


                                    Page 24

<PAGE>


offered to each Purchaser and the same consideration is paid to each Purchaser
which consents to such amendment or waiver.

     6.4 HEADINGS. The table of contents, titles and headings contained herein
are for convenience only, do not constitute a part of this Agreement and shall
not be deemed to limit or affect any of the provisions hereof.

     6.5 SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and inure
to the benefit of the parties and their successors and permitted assigns. The
Company may not assign this Agreement or any rights or obligations hereunder
without the prior written consent of each of the Purchasers. Subject to federal
and state securities laws and the restrictions on transfer contained in this
Agreement, each Purchaser may assign this Agreement and their rights and
obligations hereunder to an affiliate thereof without the prior written consent
of the Company. This provision shall not limit a Purchaser's right to transfer
securities in accordance with all of the terms of this Agreement or the
Transaction Documents.

     6.6 NO THIRD-PARTY BENEFICIARIES. This Agreement is intended for the
benefit of the parties hereto and their respective permitted successors and
assigns and is not for the benefit of, nor may any provision hereof be enforced
by, any other Person.

     6.7 GOVERNING LAW. This Agreement shall be governed by and construed and
enforced in accordance with the internal laws of the State of New York without
regard to the principles of conflicts of law thereof. Each party hereby
irrevocably submits to the nonexclusive jurisdiction of the State or Federal
courts sitting in the County of Los Angles 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 party hereby irrevocably waives personal service of process and
consents to process being served in any such suit, action or proceeding by
mailing a copy thereof to such party at the address for such notices to it under
this Agreement 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.
EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO
REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN
CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION
CONTEMPLATED HEREBY.

     6.8 SURVIVAL. The representations and warranties of the Company and the
Purchasers contained in Sections 2.1 and 2.2, the agreements and covenants set
forth in Article III, and the indemnification provisions set forth in Article V,
shall survive the Closing and any sale of the Shares or exercise of the Warrants
regardless of any investigation made by or on behalf of the Purchasers or by or
on behalf of the Company, except that, in the case of representations and
warranties such survival shall be limited to the period of three (3) years
following the Closing Date on which they were made or deemed to have been made
(other than with respect to any claim by a third party against the party to this
Agreement who seeks to assert a claim based on


                                    Page 25

<PAGE>


such representations and warranties). This Section shall have no effect on the
survival of the indemnification provisions of the Registration Rights Agreement.

     6.9 COUNTERPARTS. This Agreement may be executed in two or more
counterparts, all of which when taken together shall be considered one and the
same agreement and shall become effective when counterparts have been signed by
each party and delivered to the other parties, it being understood that both
parties need not sign the same counterpart. In the event that any signature is
delivered by facsimile transmission, such signature shall create a valid and
binding obligation of the party executing (or on whose behalf such signature is
executed) the same with the same force and effect as if such facsimile signature
page were an original thereof.

     6.10 PUBLICITY. The Company and the Purchasers shall consult with each
other in issuing any press releases or otherwise making public statements with
respect to the transactions contemplated hereby and no party shall issue any
such press release or otherwise make any such public statement without the prior
written consent of the other parties, which consent shall not be unreasonably
withheld or delayed, except that no prior consent shall be required if such
disclosure is required by law, in which such case the disclosing party shall
provide the other parties with prior notice of such public statement. The
Company shall not publicly or otherwise disclose the names of any of the
Purchasers without each such Purchaser's prior written consent, subject to the
Company's obligation, as a public company, to disclose such information
(including, without limitation, for the purposes of filing any registration
statement required to be filed in connection with the transactions contemplated
hereby). The Purchasers and their affiliated companies shall, without further
cost, have the right to use in its advertising, marketing or other similar
materials, the Company's logo and trademarks and all or parts of the Company's
press releases that focus on the transactions contemplated hereby forming the
subject matter of this Agreement or which make reference to the transactions
contemplated hereby. The Purchasers understand that this grant by the Company
only waives objections that the Company might have to the use of such materials
by the Purchasers and in no way constitutes a representation by the Company that
references in such materials to the activities of third-parties have been
cleared or constitute a fair use.

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

     6.12 REMEDIES. In addition to being entitled to exercise all rights
provided herein or granted by law, including recovery of damages, the Purchasers
will be entitled to specific performance of the obligations of the Company under
this Agreement or the Transaction Documents without the showing of economic loss
and without any bond or other security being required. The Company and each of
the Purchasers (severally and not jointly) agree that monetary damages would not
be adequate compensation for any loss incurred by reason of any breach of its
obligations described in the foregoing sentence and hereby agree to waive in any
action for specific performance of any such obligation the defense that a remedy
at law would be adequate.


                                    Page 26

<PAGE>


     6.13 INDEPENDENT NATURE OF PURCHASERS' OBLIGATIONS AND RIGHTS. The
obligations of each Purchaser hereunder are several and not joint with the
obligations of the other Purchasers hereunder, and no Purchaser shall be
responsible in any way for the performance of the obligations of any other
Purchaser hereunder. Nothing contained herein or in any other agreement or
document delivered at the Closing, and no action taken by any Purchaser pursuant
hereto or thereto, shall be deemed to constitute the Purchasers as a
partnership, an association, a joint venture or any other kind of Person, or
create a presumption that the Purchasers are in any way acting in concert with
respect to such obligations or the transactions contemplated by this Agreement.
Each Purchaser shall be entitled to protect and enforce its rights, including
without limitation the rights arising out of this Agreement or out of the
Transaction Documents, and it shall not be necessary for any other Purchaser to
be joined as an additional party in any proceeding for such purpose.

     6.14 PAYMENT SET ASIDE. To the extent that the Company makes a payment or
payments to the Purchasers hereunder or pursuant to the Transaction Documents or
the Purchasers enforce or exercise their rights hereunder or thereunder, and
such payment or payments or the proceeds of such enforcement or exercise or any
part thereof are subsequently invalidated, declared fraudulent or preferential,
set aside, recovered from, disgorged by or are required to be refunded, repaid
or otherwise restored to the Company, a trustee, receiver or any other Person
under any law (including, without limitation, any bankruptcy law, state or
federal law, common law or equitable cause of action), then to the extent of any
such restoration the obligation or part thereof originally intended to be
satisfied shall be revived and continued in full force and effect as if such
payment had not been made or such enforcement or setoff had not occurred.

     6.15 FURTHER ASSURANCES. Each party shall do and perform, or cause to be
done and performed, all such further acts and things, and shall execute and
deliver all such other agreements, certificates, instruments and documents, as
the other parties may reasonably request in order to carry out the intent and
accomplish the purposes of this Agreement and the consummation of the
transactions contemplated hereby.

     6.16 FEES AND EXPENSES. Except as set forth in the Registration Rights
Agreement, each party shall pay the fees and expenses of its advisers, counsel,
accountants and other experts, if any, and all other expenses incurred by such
party incident to the negotiation, preparation, execution, delivery and
performance of this Agreement; PROVIDED, HOWEVER, that the Company shall deliver
to Brown Simpson Asset Management LLC, or its assign, $25,000 via wire transfer
of United States dollars in immediately available funds to an account or
accounts designated by Brown Simpson Asset Management LLC, of which $12,500 has
been paid and $12,500 will be paid at the Closing. The Company shall pay all
stamp and other taxes and duties levied in connection with the issuance of the
Shares and the Warrant Shares pursuant hereto.

                            [SIGNATURE PAGES FOLLOW]


                                    Page 27

<PAGE>



     IN WITNESS WHEREOF, the parties hereto have caused this Securities Purchase
Agreement to be duly executed by their respective authorized persons as of the
date first indicated above.

                                   NETCURRENTS, INC.



                                   By:    /S/ IRWIN MEYER
                                       -------------------------------------
                                   Name:  Irwin Meyer
                                   Title: Chief Executive Officer


<PAGE>


                                   BROWN SIMPSON STRATEGIC
                                   GROWTH FUND, LTD.


                                   By:  Brown Simpson Asset Management, LLC


                                   By:    /S/ PETER D. GREENE
                                        ------------------------------------
                                   Name:  Peter D. Greene
                                   Title: Managing Principal



                                   BROWN SIMPSON STRATEGIC
                                   GROWTH FUND, L.P.


                                   By:    /S/ PETER D. GREENE
                                        ------------------------------------
                                   Name:  Peter D. Greene
                                   Title: Managing Principal


<PAGE>


                                   SCHEDULE I

                                   PURCHASERS

<TABLE>
<CAPTION>
                               Number of                           Number of
                               Shares of                           Warrants
NAME OF PURCHASER             COMMON STOCK     PURCHASE PRICE     PER TRANCHE
- -----------------          -----------------   --------------     -----------
<S>                            <C>               <C>                <C>
Brown Simpson Strategic        1,105,000         $5,525,000         757,900
Growth Fund, Ltd.

Brown Simpson Strategic          595,000         $2,975,000         408,100
Growth Fund, L.P.
</TABLE>


<PAGE>


                                   SCHEDULE II


NAME OF PURCHASER                     ADDRESS
- -----------------                     -------

Brown Simpson Strategic Growth        152 West 57th Street, 40th Floor
  Fund, Ltd.                          New York, New York 10019
                                      Attention: Peter D. Greene
                                      Facsimile: (212) 247-1329
                                      Residence: Grand Cayman, Cayman Islands

Brown Simpson Strategic Growth        152 West 57th Street, 40th Floor
  Fund, L.P.                          New York, New York 10019
                                      Attention: Peter D. Greene
                                      Facsimile: (212) 247-1329
                                      Residence: New York, New York



                                  EXHIBIT 4.2

                          REGISTRATION RIGHTS AGREEMENT

     This Registration Rights Agreement (this "AGREEMENT") is made and entered
into as of March 3, 2000, among NetCurrents, Inc., a Delaware corporation (the
"COMPANY"), and the parties who have executed this Agreement and whose names
appear as the purchasers on SCHEDULE I hereto (each such purchaser listed on
SCHEDULE I hereto is sometimes individually referred to herein as a "PURCHASER",
and all such purchasers are sometimes collectively referred to herein as the
"PURCHASERS").

     This Agreement is made pursuant to the Securities Purchase Agreement, dated
as of the date hereof among the Company and the Purchasers (the "PURCHASE
AGREEMENT").

     The Company and the Purchasers hereby agree as follows:

     1. DEFINITIONS.

          Capitalized terms used and not otherwise defined herein shall have the
meanings given such terms in the Purchase Agreement. As used in this Agreement,
the following terms shall have the following meanings:

          "ADVICE" has the meaning set forth in Section 3(o) hereof.

          "AFFILIATE" means, with respect to any Person, any other Person that
directly or indirectly controls or is controlled by or under common control with
such Person. For the purposes of this definition, "CONTROL", when used with
respect to any Person, means the possession, direct or indirect, of the power to
direct or cause the direction of the management and policies of such Person,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "AFFILIATED", CONTROLLING" and "CONTROLLED" have meanings
correlative to the foregoing.

          "AMEX" means the American Stock Exchange.

          "BUSINESS DAY" means any day except Saturday, Sunday and any day which
shall be a legal holiday or a day on which banking institutions in the State of
New York or California generally are authorized or required by law or other
government action to close.

          "CLOSING DATE" shall mean the Closing Date as defined in the Purchase
Agreement.

          "COMMISSION" means the Securities and Exchange Commission.

          "COMMON STOCK" means the Company's Common Stock, par value $0.001 per
share.

          "EFFECTIVENESS DATE" means the earlier of (i) the 5th Business Day
after the Company has received notice (written or oral) from the Commission that
the Commission staff


<PAGE>


will not be reviewing the Registration Statement or has no further comments on
the Registration Statement or (ii) the 150th day following the Filing Date.

          "EFFECTIVENESS PERIOD" has the meaning set forth in Section 2(a)
hereof.

          "EVENT" has the meaning set forth in Section 2(d) hereof.

          "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.

          "FILING DATE" means as soon as practicable after the Closing Date but
in no event later than the 30th day following the Closing Date or the first
Business Day thereafter.

          "HOLDER" or "HOLDERS" means the holder or holders, as the case may be,
from time to time of Registrable Securities.

          "INDEMNIFIED PARTY" has the meaning set forth in Section 5(c) hereof.

          "INDEMNIFYING PARTY" has the meaning set forth in Section 5(c) hereof.

          "INITIAL REGISTRATION STATEMENT" has the meaning set forth in Section
2(a) hereof.

          "LOSSES" has the meaning set forth in Section 5(a) hereof.

          "MAJORITY HOLDERS" means the Holders of at least sixty (60%) percent
of the Registrable Securities.

          "NASDAQ" means the SmallCap Market System of the NASDAQ Stock Market.

          "NYSE" means the New York Stock Exchange.

          "PERSON" means an individual or a corporation, partnership, trust,
incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or political subdivision
thereof) or other entity of any kind.

          "PROCEEDING" means an action, claim, suit, arbitration, investigation
or proceeding (including, without limitation, an investigation or partial
proceeding, such as a deposition), whether commenced or threatened.

          "PROSPECTUS" means the prospectus included in the Registration
Statement (including, without limitation, a prospectus that includes any
information previously omitted from a prospectus filed as part of an effective
registration statement in reliance upon Rule 430A promulgated under the
Securities Act), as amended or supplemented by any prospectus supplement, with
respect to the terms of the offering of any portion of the Registrable
Securities covered by the Registration Statement, and all other amendments and
supplements to the Prospectus, including post-effective amendments, and all
material incorporated by reference in such Prospectus.


                                     Page 2

<PAGE>


          "REGISTRABLE SECURITIES" means (i) the Shares and (ii) the shares of
Common Stock issuable upon exercise of the Warrants, and shall include any
shares of the Company's capital stock issued with respect to (i) or (ii) as a
result of any stock split, stock dividend, recapitalization, exchange or similar
event or otherwise.

          "REGISTRATION DELAY PAYMENT" has the meaning set forth in Section 2(d)
hereof.

          "REGISTRATION STATEMENT" means the Initial Registration Statement and
any additional registration statements contemplated by Sections 2(a), 2(b) and
6(d), including (in each case) the Prospectus, amendments and supplements to
such registration statement or Prospectus, including pre- and post-effective
amendments, all exhibits thereto, and all material incorporated by reference in
such registration statement.

          "RULE 144" means Rule 144 promulgated by the Commission pursuant to
the Securities Act, as such Rule may be amended from time to time, or any
similar rule or regulation hereafter adopted by the Commission having
substantially the same effect as such Rule.

          "RULE 158" means Rule 158 promulgated by the Commission pursuant to
the Securities Act, as such Rule may be amended from time to time, or any
similar rule or regulation hereafter adopted by the Commission having
substantially the same effect as such Rule.

          "RULE 415" means Rule 415 promulgated by the Commission pursuant to
the Securities Act, as such Rule may be amended from time to time, or any
similar rule or regulation hereafter adopted by the Commission having
substantially the same effect as such Rule.

          "SECURITIES ACT" means the Securities Act of 1933, as amended.

          "SHARES" means the Company's Common Stock issued to the Purchasers
pursuant to the Purchase Agreement.

          "SPECIAL COUNSEL" means one special counsel to the Holders, for which
the Holders will be reimbursed by the Company pursuant to Section 4.

          "SUBSEQUENT MARKET" means the National Market System of the NASDAQ
Stock Market, the NYSE or the AMEX.

          "TRADING DAY" means a day on which the NASDAQ (or in the event the
Common Stock is not traded on NASDAQ, such other Subsequent Market on which the
Common Stock is listed) is open for trading.

          "UNDERLYING SHARES" means the shares of Common Stock issuable upon
exercise of the Warrants.

          "UNDERWRITTEN REGISTRATION" or "UNDERWRITTEN OFFERING" means a
registration in connection with which securities of the Company are sold to an
underwriter for reoffering to the


                                     Page 3

<PAGE>


public pursuant to an effective registration statement, whether on a firm
commitment or best efforts basis.

          "WARRANTS" means the warrants issuable pursuant to the Purchase
Agreement.

     2. REGISTRATION REQUIREMENTS.

          (a) FILING AND EFFECTIVENESS OBLIGATIONS. On or prior to the Filing
Date, the Company shall prepare and file with the Commission a Registration
Statement (the "INITIAL REGISTRATION STATEMENT") which shall cover all
Registrable Securities for an offering to be made on a continuous basis pursuant
to a "Shelf" registration statement under Rule 415. The Initial Registration
Statement shall be on Form S-3 or any successor form (except if the Company is
not then eligible to register for resale the Registrable Securities on Form S-3,
in which case such registration shall be on another appropriate form in
accordance herewith, subject to the reasonable consent of the Majority Holders).
The Company shall (i) not permit any securities other than the Registrable
Securities to be included in the Initial Registration Statement and (ii) use its
best efforts to cause the Initial Registration Statement to be declared
effective under the Securities Act as promptly as possible after the filing
thereof, but in any event on or prior to the Effectiveness Date, and to keep
such Initial Registration Statement continuously effective under the Securities
Act from the Effectiveness Date until the date which is five (5) years after the
date that such Initial Registration Statement is declared effective by the
Commission or such earlier date when all Registrable Securities covered by such
Initial Registration Statement have been sold or may be sold without volume
restrictions pursuant to Rule 144 as determined by counsel to the Company
pursuant to a written opinion letter, addressed to the Holders and the Company's
transfer agent to such effect (the "EFFECTIVENESS PERIOD"). The number of shares
of Common Stock initially included in the Initial Registration Statement shall
be no less than 100% of the sum of the number of Shares and shares of Common
Stock issuable upon exercise of the Warrants, without regard to any limitation
on the Holder's ability to exercise the Warrants.

          (b) UNDERWRITTEN OFFERING. In addition to the Initial Registration
Statement, at any time when a Registration Statement covering the Registrable
Securities is not effective (during any period in which a Registration Statement
is required to be effective pursuant to the terms hereof, but excluding any
period when such Registration Statement is effective but sales cannot be made
thereunder), if the Majority Holders so elect on or after September 1, 2000, an
offering of Registrable Securities pursuant to such Registration Statement may
be effected on no more than one (1) occasion in the form of an Underwritten
Offering. In such event, and if the managing underwriters advise the Company and
such Holders in writing that in their opinion the amount of Registrable
Securities proposed to be sold in such Underwritten Offering exceeds the amount
of Registrable Securities which can be sold in such Underwritten Offering, there
shall be included in such Underwritten Offering the amount of such Registrable
Securities which in the opinion of such managing underwriters can be sold, and
such amount shall be allocated PRO RATA among the Holders proposing to sell
Registrable Securities in such Underwritten Offering.

          (c) UNDERWRITER. If any of the Registrable Securities are to be sold
in an Underwritten Offering, the investment banker in interest that will
administer the offering will be selected by the Holders of a majority of the
Registrable Securities included in such offering. No Holder may participate in
any Underwritten Offering hereunder unless such Holder (i) agrees to


                                     Page 4

<PAGE>


sell its Registrable Securities on the basis provided in any underwriting
agreements approved by the Persons entitled hereunder to approve such
arrangements and (ii) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents required
under the terms of such arrangements.

          (d) PENALTIES. If (i) the Initial Registration Statement covering all
the applicable Registrable Securities and required to be filed by the Company
pursuant to this Agreement is not (A) filed with the Commission on or before the
Filing Date or (B) declared effective by the Commission by the Effectiveness
Date, (ii) if the Company fails to respond, in a commercially reasonable manner,
to any comments made by the Commission with respect to the Initial Registration
Statement within ten (10) Business Days following the receipt thereof, (iii) if,
on any day after the Registration Statement has been declared effective by the
Commission (A) sales of all the Registrable Securities required to be included
on a Registration Statement cannot be made pursuant to the Registration
Statement (INCLUDING, without limitation, because of a failure to keep the
Registration Statement effective, to disclose such information as is necessary
for sales to be made pursuant to the Registration Statement, or to register
sufficient shares of Common Stock, but EXCLUDING any days on which sales may not
be made due to the application of Section 3(r) hereof) or (B) the Common Stock
is not listed or included for quotation on NASDAQ or a Subsequent Market or (iv)
the Company shall otherwise fail to file a Registration Statement required by
Section 2(a) hereof, (each such event specified in (i), (ii), (iii) and (iv)
above, an "EVENT"), then, as partial relief for the damages to any Holder by
reason of any such delay in or reduction of its ability to sell the Registrable
Securities (which remedy shall not be exclusive of any other remedies available
at law or in equity), the Company shall pay to each Holder, upon the occurrence
of each such violation, an amount (a "REGISTRATION DELAY PAYMENT") equal to the
product of (a) the purchase price of such Holder's Shares then owned by such
Holder (as initially set forth in SCHEDULE I to the Purchase Agreement), (b) one
one-hundredth (.01) and (c) the number of months (prorated, in the event of
partial months, in the case of an Event described in paragraph (i)(B) hereof,
and rounded up to the nearest whole month, in the event of partial months, in
the case of any other Event) that such Event has occurred and is continuing. The
Company shall pay such Registration Delay Payments to each Holder in cash on the
last Business Day of each month during which an Event has occurred and is
continuing. In the event the Company fails to make a Registration Delay Payment
within ten (10) Business Days of the date such Registration Delay Payment is
due, such Registration Delay Payment shall bear interest at the rate of 2.0% per
month (rounded up to the nearest whole month in the event of partial months)
until paid in full. Notwithstanding the foregoing, no Registration Delay Payment
shall be payable by the Company with respect to any delays which are solely
attributable to changes required by the Purchasers in the Registration Statement
with respect to information relating to the Purchasers, the failure of the
Purchasers to conduct their review of the Registration Statement pursuant to
Section 3(a), or the failure to timely provide the Company with the information
required to be provided by such Purchaser pursuant to Section 3(o) hereof.

     3.   REGISTRATION PROCEDURES.

          In connection with the Company's registration obligations hereunder,
the Company shall:


                                     Page 5

<PAGE>


          (a) PREPARATION OF REGISTRATION STATEMENT. Prepare and file with the
Commission on or prior to the Filing Date a Registration Statement on Form S-3
or its successor form (or if the Company is not then eligible to register for
resale the Registrable Securities on Form S-3 such registration shall be on
another appropriate form in accordance herewith (which shall include a Plan of
Distribution substantially in the form of EXHIBIT A annexed hereto, unless in
connection with an Underwritten Offering) or in connection with an Underwritten
Offering hereunder, such other form agreed to by the Company and by the Majority
Holders of Registrable Securities to be covered by such Registration Statement)
(except if otherwise directed by the Majority Holders), and cause the
Registration Statement to become effective and remain effective as provided
herein; PROVIDED, HOWEVER, that not less than three (3) Business Days prior to
the filing of the Registration Statement or any related Prospectus or any
amendment or supplement thereto (including any document that would be
incorporated therein by reference), the Company shall, if reasonably practicable
(i) furnish to the Holders, their Special Counsel and any managing underwriters,
copies of all such documents proposed to be filed (including documents
incorporated by reference), which documents will be subject to the review of
such Holders, their Special Counsel and such managing underwriters, and (ii)
cause its officers and directors, counsel and independent certified public
accountants to respond to such inquiries as shall be necessary, in the
reasonable opinion of respective counsel to such Holders and such underwriters,
to conduct a reasonable investigation within the meaning of the Securities Act.
The Company shall not file the Registration Statement or any such Prospectus or
any amendments or supplements thereto to which the Majority Holders, their
Special Counsel or any managing underwriters shall reasonably object, and will
not request acceleration of such Registration Statement without prior notice to
such counsel, which shall not be the subject of any Registration Delay Payment.
The sections of such Registration Statement covering information with respect to
the Holders, the Holders' beneficial ownership of securities of the Company or
the Holders' intended method of disposition of Registrable Securities shall
conform to the information provided to the Company by each of the Holders.

          (b) AMENDMENTS. (i) Prepare and file with the Commission such
amendments, including post-effective amendments, to the Registration Statement
as may be necessary to keep the Registration Statement continuously effective
for the Effectiveness Period and prepare and file with the Commission such
additional Registration Statements as are required to be filed hereunder in
order to register for resale under the Securities Act all of the Registrable
Securities, (ii) cause the related Prospectus to be amended or supplemented by
any required Prospectus supplement, and as so supplemented or amended to be
filed pursuant to Rule 424 (or any similar provisions then in force) promulgated
under the Securities Act, (iii) respond as promptly as possible to any comments
received from the Commission with respect to the Registration Statement or any
amendment thereto and as promptly as practicable, but in no event later than ten
(10) Business Days, and as promptly as possible provide the Holders true and
complete copies of all correspondence from and to the Commission relating to the
Registration Statement, and (iv) comply in all material respects with the
provisions of the Securities Act and the Exchange Act with respect to the
disposition of all Registrable Securities covered by the Registration Statement
during the applicable period in accordance with the intended methods of
disposition by the Holders thereof set forth in the Registration Statement as so
amended or in such Prospectus as so supplemented. The Company shall use its best
efforts to cause such


                                     Page 6

<PAGE>


amendment and/or new Registration Statement to become effective as soon as
practicable following the filing thereof.

          (c) NOTIFICATIONS. Notify the Holders of Registrable Securities to be
sold, their Special Counsel, and any managing underwriters, as promptly as
possible (and, in the case of (i)(A) below, not less than five (5) days prior to
such filing and, in the case of (i)(C) below, not later than the first Business
Day after effectiveness) and (if requested by any such Person) confirm such
notice in writing no later than one (1) Business Day following the day (i) (A)
when a Prospectus or any Prospectus supplement or post-effective amendment to
the Registration Statement is proposed to be filed, (B) when the Commission
notifies the Company whether there will be a "review" of such Registration
Statement and whenever the Commission comments in writing on such Registration
Statement and (C) with respect to the Registration Statement or any
post-effective amendment, when the same has become effective, (ii) of any
request by the Commission or any other federal or state governmental authority
for amendments or supplements to the Registration Statement or Prospectus or for
additional information, (iii) of the issuance by the Commission of any stop
order suspending the effectiveness of the Registration Statement covering any or
all of the Registrable Securities or the initiation of any Proceedings for that
purpose, (iv) any of the representations and warranties of the Company contained
in any agreement (including any underwriting agreement) contemplated hereby
ceases to be true and correct in all material respects, (v) of the receipt by
the Company of any notification with respect to the suspension of the
qualification or exemption from qualification of any of the Registrable
Securities for sale in any jurisdiction, or the initiation or threatening of any
Proceeding for such purpose and (vi) of the occurrence of any event that makes
any statement made in the Registration Statement or Prospectus or any document
incorporated or deemed to be incorporated therein by reference untrue in any
material respect or that requires any revisions to the Registration Statement,
Prospectus or other documents so that, in the case of the Registration Statement
or the Prospectus, as the case may be, it will not contain any untrue statement
of a material fact or omit to state any material fact required to be stated
therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading.

          (d) SUSPENSIONS. Use its best efforts to avoid the issuance of, or, if
issued, obtain the prompt withdrawal of (i) any order suspending the
effectiveness of the Registration Statement or (ii) any suspension of the
qualification (or exemption from qualification) of any of the Registrable
Securities for sale in any jurisdiction within the United States.

          (e) SUPPLEMENTS AND POST-EFFECTIVE AMENDMENTS. If requested by any
managing underwriter or the Majority Holders of the Registrable Securities to be
sold in connection with an Underwritten Offering, (i) promptly incorporate in a
Prospectus supplement or post-effective amendment to the Registration Statement
such information as the Company reasonably agrees should be included therein and
(ii) make all required filings of such Prospectus supplement or such
post-effective amendment as soon as practicable after the Company has received
notification of the matters to be incorporated in such Prospectus supplement or
post-effective amendment; provided, HOWEVER, that the Company shall not be
required to take any action pursuant to this Section 3(e) that would, in the
written opinion of counsel for the Company (addressed to counsel to the Holder),
violate applicable law.


                                     Page 7

<PAGE>


          (f) COPIES OF REGISTRATION STATEMENT. Furnish to each Holder, their
Special Counsel, and any managing underwriters, without charge, at least one
conformed copy of each Registration Statement and each amendment thereto,
including financial statements and schedules, all documents incorporated or
deemed to be incorporated therein by reference, and all exhibits to the extent
requested by such Person (including those previously furnished or incorporated
by reference) promptly after the filing of such documents with the Commission.

          (g) COPIES OF PROSPECTUS. Promptly deliver to each Holder, their
Special Counsel, and any underwriters, without charge, as many copies of the
Prospectus or Prospectuses (including each form of prospectus) and each
amendment or supplement thereto as such Persons may reasonably request; and the
Company hereby consents to the use of such Prospectus and each amendment or
supplement thereto by each of the selling Holders and any underwriters in
connection with the offering and sale of the Registrable Securities covered by
such Prospectus and any amendment or supplement thereto.

          (h) BLUE SKY. Prior to any public offering of Registrable Securities,
use its best efforts to register or qualify or cooperate with the selling
Holders, their Special Counsel and any underwriters in connection with the
registration or qualification (or exemption from such registration or
qualification) of such Registrable Securities for offer and sale under the
securities or Blue Sky laws of such jurisdictions within the United States as
any Holder or underwriter requests in writing, to keep each such registration or
qualification (or exemption therefrom) effective during the Effectiveness Period
and to do any and all other acts or things necessary or advisable to enable the
disposition in such jurisdictions of the Registrable Securities covered by a
Registration Statement; PROVIDED, HOWEVER, that the Company shall not be
required to qualify generally to do business in any jurisdiction where it is not
then so qualified or to take any action that would subject it to general service
of process in any such jurisdiction where it is not then so subject or subject
the Company to any material tax in any such jurisdiction where it is not then so
subject.

          (i) CERTIFICATES. Cooperate with the Holders and any managing
underwriters to facilitate the timely preparation and delivery of certificates
representing Registrable Securities to be sold pursuant to a Registration
Statement, which certificates shall be free, to the extent permitted by
applicable law and the Purchase Agreement, of all restrictive legends, and to
enable such Registrable Securities to be in such denominations and registered in
such names as any such managing underwriters or Holders may request at least two
(2) Business Days prior to any sale of Registrable Securities.

          (j) SUPPLEMENTS AND AMENDMENTS. Upon the occurrence of any event
contemplated by Section 3(c)(vi), as promptly as possible, prepare a supplement
or amendment, including a post-effective amendment, to the Registration
Statement or a supplement to the related Prospectus or any document incorporated
or deemed to be incorporated therein by reference, and file any other required
document so that, as thereafter delivered, neither the Registration Statement
nor such Prospectus will contain an untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading.


                                     Page 8

<PAGE>


          (k) LISTING. Cause all Registrable Securities relating to such
Registration Statement to be listed on NASDAQ and any other securities exchange,
quotation system, market or over-the-counter bulletin board, if any, on which
similar securities issued by the Company are then listed or quoted as and when
required pursuant to the Purchase Agreement, subject to compliance with rule
4460(i)(1)(D) of NASDAQ.

          (l) UNDERWRITING AGREEMENT. In the event of an Underwritten Offering,
enter into such agreements (including an underwriting agreement in form, scope
and substance as is customary in Underwritten Offerings) and take all such other
actions in connection therewith (including those reasonably requested by any
managing underwriters and the Holders of a majority of the Registrable
Securities being sold) in order to expedite or facilitate the disposition of
such Registrable Securities, and whether or not an underwriting agreement is
entered into, (i) make such representations and warranties to such Holders and
such underwriters as are customarily made by issuers to underwriters in
underwritten public offerings, and confirm the same if and when requested, (ii)
in the case of an Underwritten Offering obtain and deliver copies thereof to the
managing underwriters, if any, or in the case of non-Underwritten Offerings, if
reasonably requested by the selling Holders, obtain and deliver copies thereof
to such selling Holders, of opinions of counsel to the Company and updates
thereof addressed to each such underwriter, in form, scope and substance
reasonably satisfactory to any such managing underwriters and Special Counsel to
the selling Holders covering the matters customarily covered in opinions
requested in Underwritten Offerings and such other matters as may be reasonably
requested by such Special Counsel and underwriters, (iii) immediately prior to
the effectiveness of the Registration Statement, and, in the case of an
Underwritten Offering, at the time of delivery of any Registrable Securities
sold pursuant thereto, and, in the case of non-Underwritten Offerings, at such
time as the selling Holders may reasonably request, obtain and deliver copies to
the Holders and the managing underwriters, if any, of "cold comfort" letters and
updates thereof from the independent certified public accountants of the Company
(and, if required, any other independent certified public accountants of any
subsidiary of the Company or of any business acquired by the Company for which
financial statements and financial data is, or is required to be, included in
the Registration Statement), addressed to each of the underwriters, if any, in
form and substance as are customary in connection with Underwritten Offerings,
(iv) if an underwriting agreement is entered into, the same shall contain
indemnification provisions and procedures no less favorable to the selling
Holders and the underwriters, if any, than those set forth in Section 5 (or such
other provisions and procedures acceptable to the managing underwriters, if any,
and Holders of a majority of Registrable Securities participating in such
Underwritten Offering, and (v) deliver such documents and certificates as may be
reasonably requested by the Holders of a majority of the Registrable Securities
being sold, their Special Counsel and any managing underwriters to evidence the
continued validity of the representations and warranties made pursuant to clause
(i) of this Section 3(1) and to evidence compliance with any customary
conditions contained in the underwriting agreement or other agreement entered
into by the Company.

          (m) DUE DILIGENCE. Make available for inspection (upon reasonable
advance notice) by the selling Holders, any representative of such Holders, any
underwriter participating in any disposition of Registrable Securities, and any
attorney or accountant retained by such


                                     Page 9

<PAGE>


selling Holders or underwriters, at the offices where normally kept, during
reasonable business hours, all financial and other records, pertinent corporate
documents and properties of the Company and its subsidiaries, and cause the
officers, directors, agents and employees of the Company and its subsidiaries to
supply all information in each case reasonably requested by any such Holder,
representative, underwriter, attorney or accountant in connection with the
Registration Statement; PROVIDED, HOWEVER, that if any information is determined
in good faith by the Company (in writing) to be of a confidential nature at the
time of delivery of such information, then prior to delivery of such
information, the Company and the Holders shall enter into a confidentiality
agreement reasonably acceptable to the Company and the Holders providing that
such information shall be kept confidential, unless (i) disclosure of such
information is required by court or administrative order or is necessary to
respond to inquiries of regulatory authorities (PROVIDED, HOWEVER, that the
Company shall be given notice of any such pending disclosure so that the Company
may seek a protective order), (ii) disclosure of such information, in the
opinion of counsel to such Person, is required by law, (iii) such information
becomes generally available to the public other than as a result of a disclosure
or failure to safeguard by such Person, or (iv) such information becomes
available to such Person from a source other than the Company and such source is
not known by such Person to be bound by a confidentiality agreement with the
Company.

          (n) EARNINGS STATEMENT. Comply in all material respects with all
applicable rules and regulations of the Commission and promptly make generally
available to its securityholders earning statements satisfying the provisions of
Section 11(a) of the Securities Act and Rule 158 (i) commencing at the end of
any fiscal quarter in which Registrable Securities are sold to underwriters in a
firm commitment or best efforts Underwritten Offering and (ii) if not sold to
underwriters in such an offering, commencing on the first day of the first
fiscal quarter of the Company after the effective date of the Registration
Statement, which statement shall conform to the requirements of Rule 158;
provided, however, that if the Company timely files its 10-Q's and 10-K's, it
shall be in compliance with this Section 3(n).

          (o) INFORMATION. The Company may require each selling Holder to
furnish to the Company information regarding such Holder and the distribution of
such Registrable Securities as is required by law to be disclosed in the
Registration Statement, and the Company may exclude from such registration the
Registrable Securities of any such Holder who unreasonably fails to furnish such
information within a reasonable time after receiving such request, and such
shall not form the basis for penalties pursuant to Section 2(d) hereof.

          The Company shall hold in confidence and not make any disclosure of
information concerning a Holder provided to the Company unless (i) disclosure of
such information is necessary to comply with federal or state securities laws,
(ii) the disclosure of such information is necessary to avoid or correct a
misstatement or omission in any Registration Statement, (iii) the release of
such information is ordered pursuant to a subpoena or other order from a court
or governmental body of competent jurisdiction, or (iv) such information has
been made generally available to the public other than by disclosure in
violation of this Agreement or any other agreement. The Company agrees that it
shall, upon learning that disclosure of such information concerning a Holder is
sought in or by a court or governmental body of competent jurisdiction or
through other means, give prompt notice to such Holder prior to making such


                                    Page 10

<PAGE>


disclosure, and allow the Holder, at its expense, to undertake appropriate
action to prevent disclosure of, or to obtain a protective order for, such
information.

          If the Registration Statement refers to any Holder by name or
otherwise as the holder of any securities of the Company, then such Holder shall
have the right to require (if such reference to such Holder by name or otherwise
is not required by the Securities Act or any similar federal statute then in
force) the deletion of the reference to such Holder in any amendment or
supplement to the Registration Statement filed or prepared subsequent to the
time that such reference ceases to be required.

          Each Holder covenants and agrees that (i) it will not sell any
Registrable Securities under the Registration Statement until it has received
copies of the Prospectus as then amended or supplemented as contemplated in
Section 3(g) and notice from the Company that such Registration Statement and
any post-effective amendments thereto have become effective as contemplated by
Section 3(c) and (ii) it and its officers, directors or Affiliates, if any, will
comply with the prospectus delivery requirements of the Securities Act as
applicable to them in connection with sales of Registrable Securities pursuant
to the Registration Statement.

          Each Holder agrees by its acquisition of such Registrable Securities
that, upon receipt of a notice from the Company of the occurrence of any event
of the kind described in Section 3(c)(ii), 3(c)(iii), 3(c)(iv), 3(c)(v) or
3(c)(vi), such Holder will forthwith discontinue disposition of such Registrable
Securities under the Registration Statement until such Holder's receipt of the
copies of the supplemented Prospectus and/or amended Registration Statement
contemplated by Section 3(j), or until it is advised in writing (the "ADVICE")
by the Company that the use of the applicable Prospectus may be resumed, and, in
either case, has received copies of any additional or supplemental filings that
are incorporated or deemed to be incorporated by reference in such Prospectus or
Registration Statement. Notwithstanding anything to the contrary contained
herein, the Company shall cause its transfer agent to deliver unlegended shares
of Common Stock to a transferee of a Holder in accordance with the terms of the
Purchase Agreement in connection with any sale of Registrable Securities with
respect to which a Holder has entered into a contract for sale prior to the
Holder's receipt of a notice from the Company of the happening of any event of
the kind described in Section 3(c)(ii), 3(c)(iii), 3(c)(iv), 3(c)(v), or
3(c)(vi) and for which the Holder has not yet settled.

          (p) RESPONSES TO THE COMMISSION. The Company agrees to respond fully
and completely to any and all comments on a Registration Statement received from
the Commission staff as promptly as possible but, for non-Underwritten
Offerings, in no event later than ten (10) Business Days of the receipt of such
comments, regardless of whether such comments are in oral or written form.

          (q) CONFIRMATION OF EFFECTIVENESS. Within two (2) Business Days after
a Registration Statement which covers applicable Registrable Securities is
ordered effective by the Commission, the Company shall deliver, and shall cause
legal counsel for the Company to deliver, to the transfer agent for such
Registrable Securities (with copies to the Holders whose Registrable Securities
are included in such Registration Statement) confirmation that such


                                    Page 11

<PAGE>


Registration Statement has been declared effective by the Commission in the form
attached hereto as EXHIBIT B.

          (r) BLACK-OUT PERIODS. Subject to the last sentence of this Section
3(r), the Company may by written notice require that the Holders immediately
cease sales of Registrable Securities (for a period not to exceed twenty (20)
consecutive Business Days in any one instance and for a period not to exceed
sixty (60) calendar days in any twelve-month period) pursuant to a Registration
Statement at any time that (i) the Company becomes engaged in a business
activity or negotiation which is not disclosed in a Registration Statement (or
the prospectus included therein) which the Company reasonably believes must be
disclosed therein under applicable law and which the Company desires to keep
confidential for business purposes, (ii) the Company determines that a
particular disclosure so determined to be required to be disclosed therein would
be premature or would adversely affect the Company or its business or prospects
or (iii) the Registration Statement can no longer be used under the existing
rules and regulations promulgated under the Securities Act (each of (i), (ii) or
(iii), a "MATERIAL CONDITION"). The Company shall not be required to disclose to
the Holders which of the reasons specified in (i), (ii) or (iii) above is the
basis for requiring a suspension of sales due to the occurrence of a Material
Condition. The Company will use its commercially reasonable best efforts to
ensure that the use of the Registration Statement (and the prospectus included
therein) may be resumed as soon as it is practicable. The Company may not
suspend sales of Registrable Securities under a Registration Statement pursuant
to this Section 3(r) more than three times during any twelve-month period.

     4.   REGISTRATION EXPENSES.

          All fees and expenses incident to the performance of or compliance
with this Agreement by the Company shall be borne by the Company, whether or not
pursuant to an Underwritten Offering and whether or not the Registration
Statement is filed or becomes effective and whether or not any Registrable
Securities are sold pursuant to the Registration Statement. The fees and
expenses referred to in the foregoing sentence shall include, without
limitation, (i) all registration and filing fees (including, without limitation,
fees and expenses (A) with respect to filings required to be made with NASDAQ
and each other Subsequent Market on which Registrable Securities are required
hereunder to be listed or quoted and (B) in compliance with state securities or
Blue Sky laws (including, without limitation, fees and disbursements of counsel
for the Holders in connection with Blue Sky qualifications of the Registrable
Securities and determination of the eligibility of the Registrable Securities
for investment under the laws of such jurisdictions as the managing
underwriters, if any, or the Holders of a majority of Registrable Securities may
designate)), (ii) printing expenses (including, without limitation, expenses of
printing certificates for Registrable Securities and of printing prospectuses if
the printing of prospectuses is requested by the managing underwriters, if any,
or by the Holders of a majority of the Registrable Securities included in the
Registration Statement), (iii) messenger, telephone and delivery expenses, (iv)
fees and disbursements of counsel for the Company and, in the event of an
Underwritten Offering, one Special Counsel for the Holders, (v) Securities Act
liability insurance, if the Company so desires such insurance, and (vi)
reasonable fees and expenses of all other Persons retained by the Company in
connection with the consummation of the transactions contemplated by this
Agreement. In addition, the Company shall be responsible for all of its internal
expenses incurred in connection with the consummation of the transactions


                                    Page 12

<PAGE>


contemplated by this Agreement (including, without limitation, all salaries and
expenses of its officers and employees performing legal or accounting duties),
the expense of any annual audit, and the fees and expenses incurred in
connection with the listing of the Registrable Securities on any securities
exchange, system or market as required hereunder.

     5.   INDEMNIFICATION.

          (a) INDEMNIFICATION BY THE COMPANY. The Company shall, notwithstanding
any termination of this Agreement, indemnify and hold harmless each Holder, the
officers, directors, agents (including any underwriters retained by such Holder
in connection with the offer and sale of Registrable Securities), brokers
(including brokers who offer and sell Registrable Securities as principal as a
result of a pledge or any failure to perform under a margin call of Common
Stock), investment advisors and employees of each such Holder, each Person who
controls any such Holder (within the meaning of Section 15 of the Securities Act
or Section 20 of the Exchange Act) and the officers, directors, agents and
employees of each such controlling Person, to the fullest extent permitted by
applicable law, from and against any and all joint or several losses, claims,
damages, liabilities, costs (including, without limitation, costs of preparation
and reasonable attorneys' fees) and expenses (collectively, together with
Proceedings by any regulatory or self-regulatory organization, whether commenced
or threatened, "LOSSES"), as incurred, arising out of or relating to (i) any
untrue or alleged untrue statement of a material fact contained in the
Registration Statement, any Prospectus or any form of prospectus or in any
amendment or supplement thereto or in any preliminary Prospectus, or arising out
of or relating to any omission or alleged omission of a material fact required
to be stated therein or necessary to make the statements therein (in the case of
any Prospectus or form of prospectus or amendment or supplement thereto, in
light of the circumstances under which they were made) not misleading, except to
the extent, but only to the extent, that such untrue statements or omissions are
based upon and in conformity with information regarding such Holder furnished in
writing to the Company by such Holder expressly for use therein, which
information was reasonably relied on by the Company for use therein or to the
extent that such information relates to such Holder or such Holder's proposed
method of distribution of Registrable Securities and was reviewed and expressly
approved in writing by such Holder expressly for use in the Registration
Statement, such Prospectus or such form of prospectus or in any amendment or
supplement thereto (PROVIDED that the Company may amend any disclosure with
respect to the method of distribution upon written notice from the Holders that
such section of the Prospectus should be revised in any way) or (ii) any
violation or alleged violation by the Company of the Securities Act, the
Exchange Act, any other law, including, without limitation, any state securities
law, or any rule or regulation thereunder relating to the offer or sale of
Registrable Securities. The Company shall not, however, be liable to any Holder
for any Losses with respect to any untrue or alleged untrue statement of
material fact or omission or alleged omission of material fact if such statement
or omission was made in a preliminary Prospectus and such Holder did not receive
a copy of the final Prospectus (or any amendment or supplement thereto) at or
prior to the confirmation of the sale of the Registrable Securities in any case
where such delivery is required by the Securities Act and the untrue or alleged
untrue statement of material fact or omission or alleged omission of material
fact contained in such preliminary Prospectus was corrected in the final
Prospectus (or any amendment or supplement thereto), unless the failure to
deliver such final Prospectus (as amended or supplemented) was a result of


                                    Page 13

<PAGE>


noncompliance by the Company with Section 3(g) of this Agreement. The Company
shall notify the Holders promptly of the institution, threat or assertion of any
Proceeding of which the Company is aware in connection with the transactions
contemplated by this Agreement.

          (b) INDEMNIFICATION BY HOLDERS. Each Holder shall, severally and not
jointly, indemnify and hold harmless the Company, its officers, directors,
agents and employees, each Person who controls the Company (within the meaning
of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the
officers, directors, agents and employees of such controlling Persons, to the
fullest extent permitted by applicable law, from and against all Losses, as
incurred, arising out of or based upon any untrue statement of a material fact
contained in the Registration Statement, any Prospectus, or any form of
prospectus, or arising out of or based upon any omission of a material fact
required to be stated therein or necessary to make the statements therein not
misleading to the extent, but only to the extent, that such untrue statement or
omission is contained in any information so furnished in writing by such Holder
to the Company specifically for inclusion in the Registration Statement or such
Prospectus and that such information was reasonably relied upon by the Company
for use in the Registration Statement, such Prospectus or such form of
prospectus or to the extent that such information relates to such Holder or such
Holder's proposed method of distribution of Registrable Securities and was
reviewed and expressly approved in writing by such Holder expressly for use in
the Registration Statement, such Prospectus or such form of prospectus. In no
event shall the liability of any selling Holder hereunder be greater in amount
than the dollar amount of the net proceeds (net of underwriters commission and
discounts only) received by such Holder upon the sale of the Registrable
Securities giving rise to such indemnification obligation.

          (c) CONDUCT OF INDEMNIFICATION PROCEEDINGS. If any Proceeding shall be
brought or asserted against any Person entitled to indemnity hereunder (an
"INDEMNIFIED PARTY"), such Indemnified Party promptly shall notify the Person
from whom indemnity is sought (the "INDEMNIFYING PARTY") in writing, and the
Indemnifying Party shall assume the defense thereof, including the employment of
counsel reasonably satisfactory to the Indemnified Party and the payment of all
fees and expenses incurred in connection with defense thereof; PROVIDED,
HOWEVER, that the failure of any Indemnified Party to give such notice shall not
relieve the Indemnifying Party of its obligations or liabilities pursuant to
this Agreement, except (and only) to the extent that it shall be finally
determined by a court of competent jurisdiction (which determination is not
subject to appeal or further review) that such failure shall have proximately
and materially adversely prejudiced the Indemnifying Party.

          An Indemnified Party shall have the right to employ separate counsel
in any such Proceeding and to participate in the defense thereof, but the fees
and expenses of such counsel shall be at the expense of such Indemnified Party
or Indemnified Parties unless: (i) the Indemnifying Party has agreed in writing
to pay such fees and expenses; (ii) the Indemnifying Party shall have failed
promptly to assume the defense of such Proceeding and to employ counsel
reasonably satisfactory to such Indemnified Party in any such Proceeding; or
(iii) the named parties to any such Proceeding (including any impleaded parties)
include both such Indemnified Party and the Indemnifying Party, and such
Indemnified Party shall have been advised by counsel that a conflict of interest
is likely to exist if the same counsel were to represent such Indemnified Party
and the Indemnifying Party (in which case, if such Indemnified


                                    Page 14

<PAGE>


Party notifies the Indemnifying Party in writing that it elects to employ
separate counsel at the expense of the Indemnifying Party, the Indemnifying
Party shall not have the right to assume the defense thereof and such counsel
shall be at the reasonable expense of the Indemnifying Party). The Indemnifying
Party shall not be liable for any settlement of any such Proceeding effected
without its written consent, which consent shall not be unreasonably withheld.
No Indemnifying Party shall, without the prior written consent of the
Indemnified Party, effect any settlement of any pending Proceeding in respect of
which any Indemnified Party is a party, unless such settlement includes an
unconditional release of such Indemnified Party from all liability on claims
that are the subject matter of such Proceeding.

          All fees and expenses of the Indemnified Party (including reasonable
fees and expenses to the extent incurred in connection with investigating or
preparing to defend such Proceeding in a manner not inconsistent with this
Section) shall be paid to the Indemnified Party, as incurred, within ten (10)
Business Days of written notice thereof to the Indemnifying Party, which notice
shall be delivered no more frequently than on a monthly basis (regardless of
whether it is ultimately determined that an Indemnified Party is not entitled to
indemnification hereunder; PROVIDED, that the Indemnifying Party may require
such Indemnified Party to undertake to reimburse all such fees and expenses to
the extent it is finally judicially determined that such Indemnified Party is
not entitled to indemnification hereunder).

          (d) CONTRIBUTION. If a claim for indemnification under Section 5(a) or
5(b) is unavailable to an Indemnified Party because of a failure or refusal of a
court of competent jurisdiction to enforce such indemnification in accordance
with its terms (by reason of public policy or otherwise), then each Indemnifying
Party, in lieu of indemnifying such Indemnified Party, shall contribute to the
amount paid or payable by such Indemnified Party as a result of such Losses, in
such proportion as is appropriate to reflect the relative fault of the
Indemnifying Party and Indemnified Party in connection with the actions,
statements or omissions that resulted in such Losses as well as any other
relevant equitable considerations. The relative fault of such Indemnifying Party
and Indemnified Party shall be determined by reference to, among other things,
whether any action in question, including any untrue or alleged untrue statement
of a material fact or omission or alleged omission of a material fact, has been
taken or made by, or relates to information supplied by, such Indemnifying Party
or Indemnified Party, and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such action, statement or
omission. The amount paid or payable by a party as a result of any Losses shall
be deemed to include, subject to the limitations set forth in Section 5(c), any
reasonable attorneys' or other reasonable fees or expenses incurred by such
party in connection with any Proceeding to the extent such party would have been
indemnified for such fees or expenses if the indemnification provided for in
this Section was available to such party in accordance with its terms. In no
event shall any selling Holder be required to contribute an amount under this
Section 5(d) in excess of the net proceeds received by such Holder upon sale of
the Registrable Securities pursuant to the Registration Statement giving rise to
such contribution obligation.

          The parties hereto agree that it would not be just and equitable if
contribution pursuant to this Section 5(d) were determined by pro rata
allocation or by any other method of allocation that does not take into account
the equitable considerations referred to in the


                                    Page 15

<PAGE>


immediately preceding paragraph. No Person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any Person who was not guilty of such
fraudulent misrepresentation.

          The indemnity and contribution agreements contained in this Section
are in addition to any liability that the Indemnifying Parties may have to the
Indemnified Parties.

     6.   MISCELLANEOUS.

          (a) REMEDIES. In the event of a breach by the Company or by a Holder
of any of their obligations under this Agreement, each Holder or the Company, as
the case may be, in addition to being entitled to exercise all rights granted by
law and under this Agreement, including recovery of damages, will be entitled to
specific performance of its rights under this Agreement. The Company and each
Holder agree that monetary damages would not provide adequate compensation for
any losses incurred by reason of a breach by it of any of the provisions of this
Agreement and hereby further agrees that, in the event of any action for
specific performance in respect of such breach, it shall waive the defense that
a remedy at law would be adequate.

          (b) NO INCONSISTENT AGREEMENTS. Neither the Company nor any of its
subsidiaries has, as of the date hereof, nor shall the Company or any of its
subsidiaries, on or after the date of this Agreement, enter into any agreement
with respect to its securities that is inconsistent with the rights granted to
the Holders in this Agreement or otherwise conflicts with the provisions hereof.
Except as disclosed in SCHEDULE 2.1(R) of the Purchase Agreement, neither the
Company nor any of its subsidiaries has previously entered into any agreement
granting any registration rights with respect to any of its securities to any
Person. Without limiting the generality of the foregoing, without the written
consent of the Majority Holders, the Company shall not grant to any Person the
right to request the Company to register any securities of the Company under the
Securities Act unless the rights so granted are subordinated in all respects to
the rights in full of the Holders set forth in Section 2 herein, and are not
otherwise in conflict or inconsistent with the provisions of this Agreement. The
Holders acknowledge that the granting of any "piggy-back" registration rights by
the Company will not be inconsistent, and thus will not violate, the terms of
this Agreement. This Agreement, together with the Purchase Agreement, contain
the entire understanding of the parties with respect to the subject matter
hereof and supersede all prior agreements and understandings, oral or written,
with respect to such matters.

          (c) NO PIGGYBACK ON REGISTRATIONS. Except as disclosed on SCHEDULE
2.1(R) of the Purchase Agreement, neither the Company nor any of its
securityholders (other than the Holders in such capacity pursuant hereto) may
include securities of the Company in the Registration Statements required to be
filed hereunder and the Company shall not after the date hereof enter into any
agreement providing such right to any of its securityholders.

          (d) PIGGY-BACK REGISTRATIONS. Except as provided herein if, at any
time when there is not an effective Registration Statement covering the
Registrable Securities, the Company shall determine to prepare and file with the
Commission a registration statement relating to an


                                    Page 16

<PAGE>


offering for its own account or the account of others under the Securities Act
of any of its equity securities, other than on Form S-4 or Form S-8 (each as
promulgated under the Securities Act) or their then equivalents relating to
equity securities to be issued solely in connection with any acquisition of any
entity or business or equity securities issuable in connection with stock option
or other employee benefit plans, the Company shall send to each Holder of
Registrable Securities written notice of such determination and, if within ten
(10) days after receipt of such notice, any such Holder shall so request in
writing, (which request shall specify the Registrable Securities intended to be
disposed of by the Holders), the Company will use reasonable efforts to effect
the registration under the Securities Act of all Registrable Securities which
the Company has been so requested to register by the Holder, to the extent
requisite to permit the disposition of the Registrable Securities so to be
registered; PROVIDED, that if at any time after giving written notice of its
intention to register any securities and prior to the effective date of the
registration statement filed in connection with such registration, the Company
shall determine for any reason not to register or to delay registration of such
securities, the Company may, at its election, give written notice of such
determination to such Holder and, thereupon, (i) in the case of a determination
not to register, shall be relieved of its obligation to register any Registrable
Securities in connection with such registration (but not from its obligation to
pay expenses in accordance with Section 4 hereof), and (ii) in the case of a
determination to delay registering, shall be permitted to delay registering any
Registrable Securities being registered pursuant to this Section 6(d) for the
same period as the delay in registering such other securities. The Company shall
include in such registration statement all or any part of such Registrable
Securities such Holder requests to be registered; PROVIDED, HOWEVER, that the
Company shall not be required to register any Registrable Securities pursuant to
this Section 6(d) that are eligible for sale pursuant to Rule 144(k) of the
Securities Act. In the case of an Underwritten Offering, if the managing
underwriter or underwriter(s) should reasonably object to the inclusion of the
Registrable Securities in such registration statement, then if the Company after
consultation with the underwriter's representative should reasonably determine
that the inclusion of such Registrable Securities would materially adversely
affect the offering contemplated in such registration statement, and based on
such determination recommends inclusion in such registration statement of fewer
Registrable Securities than proposed to be sold by the Holders, then (x) the
number of Registrable Securities of the Holders included in such registration
statement shall be reduced pro rata among such Holders (based upon the number of
Registrable Securities requested to be included in the registration) or (y) none
of the Registrable Securities of the Holders shall be included in such
registration statement if the Company, after consultation with the
underwriter(s), recommends the inclusion of none of such Registrable Securities;
PROVIDED, HOWEVER, that if securities are being offered for the account of other
Persons as well as the Company, such reduction shall not represent a greater
fraction of the number of Registrable Securities intended to be offered by the
Holders than the fraction of similar reductions imposed on such other Persons
(other than the Company).

          (e) AMENDMENTS AND WAIVERS. The provisions of this Agreement,
including the provisions of this sentence, may not be amended, modified or
supplemented, and waivers or consents to departures from the provisions hereof
may not be given, unless the same shall be in writing and signed by the Company
and the Majority Holders; PROVIDED, HOWEVER, that for the purposes of this
sentence, Registrable Securities that are owned, directly or indirectly, by the
Company, or an Affiliate of the Company are not deemed outstanding.
Notwithstanding the


                                    Page 17

<PAGE>


foregoing, a waiver or consent to depart from the provisions hereof with respect
to a matter that relates exclusively to the rights of a Holder and that does not
directly or indirectly affect the rights of any other Holders may be given by
the Holders to which such waiver or consent relates; PROVIDED, HOWEVER, that the
provisions of this sentence may not be amended, modified, or supplemented except
in accordance with the provisions of the immediately preceding sentence. Any
amendment or waiver effected in accordance with this Section shall be binding
upon each Holder, each future Holder, and the Company. Upon effectiveness of
each such amendment or waiver, the Company shall promptly give written notice
thereof to the Holders who have not previously consented thereto in writing.

          (f) NOTICES. Any notices, consents, waivers or other communications
required or permitted to be given under the terms of this Agreement must be in
writing and will be deemed to have been delivered (i) upon receipt, when
delivered personally, (ii) upon receipt, when sent by facsimile, PROVIDED
confirmation of transmission is mechanically or electronically generated and
kept on file by the sending party (if received by or before 5:30 p.m. Eastern
Time where such notice is received) or the first (1st) Business Day following
such delivery (if received after 5:30 p.m. Eastern Time where such notice is
received) or (iii) one (1) Business Day after deposit with a nationally
recognized overnight courier. The addresses for such communications are (A) if
to the Company, to the address set forth on SCHEDULE I hereto, with copies to
Troop Steuber Pasich Reddick & Tobey, LLP, 2029 Century Park East, 24th Floor,
Los Angeles, CA 90067-3010, Attention: Linda Giunta Michaelson, facsimile no.
(310) 728-2316 and (B) if to any Purchaser, to its address set forth on SCHEDULE
I hereto, with copies to Akin, Gump, Strauss, Hauer & Feld, L.L.P., 590 Madison
Avenue, New York, New York 10022, Attention: James E. Kaye, Esq., facsimile no.
(212) 872-1002, or to such other address as may be designated in writing
hereafter, in the same manner, by such Person.

          (g) SUCCESSORS AND ASSIGNS. This Agreement shall inure to the benefit
of and be binding upon the successors and permitted assigns of each of the
parties and shall inure to the benefit of each Holder. The Company may not
assign its rights or obligations hereunder without the prior written consent of
the Majority Holders. Each Holder may assign its rights hereunder in the manner
and to the Persons as permitted under the Purchase Agreement. In addition, the
rights of each Holder hereunder, including the right to have the Company
register for resale Registrable Securities in accordance with the terms of this
Agreement, shall be automatically assignable by each Holder if: (i) the Holder
agrees in writing with the transferee or assignee to assign such rights, and a
copy of such agreement is furnished to the Company within a reasonable time
after such assignment; (ii) the Company is, within a reasonable time after such
transfer or assignment, furnished with written notice of (A) the name and
address of such transferee or assignee and (B) the securities with respect to
which such registration rights are being transferred or assigned; (iii)
following such transfer or assignment the further disposition of such securities
by the transferee or assignees is restricted under the Securities Act and
applicable state securities laws; (iv) at or before the time the Company
receives the written notice contemplated by clause (ii) of this Section, the
transferee or assignee agrees in writing with the Company to be bound by all of
the provisions of this Agreement; and (v) such transfer shall have been made in
accordance with the applicable requirements of the Purchase Agreement. The
rights to assignment shall apply to the Holders and to subsequent successors and
assigns.


                                    Page 18

<PAGE>


          (h) COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement. In
the event that any signature is delivered by facsimile transmission, such
signature shall create a valid and binding obligation of the party executing (or
on whose behalf such signature is executed) the same with the same force and
effect as if such facsimile signature were the original thereof.

          (i) GOVERNING LAW. The corporate laws of the State of Delaware shall
govern all issues concerning the relative rights of the Company and the Holders
as its stockholders. All other questions concerning the construction, validity,
enforcement and interpretation of this Agreement shall be governed by and
construed in accordance with the laws of the State of New York, without regard
to principles of conflicts of law. Each party hereby irrevocably submits to the
nonexclusive jurisdiction of the State and Federal courts sitting in the City of
Los Angeles, 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 Proceeding any claim
that it is not personally subject to the jurisdiction of any such court, that
such Proceeding is improper. Each party hereby irrevocably waives personal
service of process and consents to process being served in any such Proceeding
by mailing a copy thereof to such party at the address for such notices to it
under this Agreement 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. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES
NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN
CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY.

          (j) CUMULATIVE REMEDIES. The remedies provided herein are cumulative
and not exclusive of any remedies provided by law.

          (k) SEVERABILITY. If any term, provision, covenant or restriction of
this Agreement is held by a court of competent jurisdiction to be invalid,
illegal, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions set forth herein shall remain in full force and
effect and shall in no way be affected, impaired or invalidated, and the parties
hereto shall use their reasonable efforts to find and employ an alternative
means to achieve the same or substantially the same result as that contemplated
by such term, provision, covenant or restriction. It is hereby stipulated and
declared to be the intention of the parties that they would have executed the
remaining terms, provisions, covenants and restrictions without including any of
such that may be hereafter declared invalid, illegal, void or unenforceable.

          (l) HEADINGS. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

          (m) SHARES HELD BY THE COMPANY AND ITS AFFILIATES. Whenever the
consent or approval of Holders of a specified percentage of Registrable
Securities is required hereunder, Registrable Securities held by the Company or
its Affiliates (other than any Holder or transferees


                                    Page 19

<PAGE>


or successors or assigns thereof if such Holder is deemed to be an Affiliate
solely by reason of its holdings of such Registrable Securities) shall not be
counted in determining whether such consent or approval was given by the Holders
of such required percentage.

          (n) REVISION OF COMMISSION'S POSITION ON WARRANTS. In the event the
rules and regulations of the Commission or the policies of the staff of the
Commission are modified and as a result thereof the Company and the Company's
counsel determines in good faith that it may be practicable and in the interests
of the Company and the Holders to register the exercise of the Warrants so that
the Warrant Shares may be freely resold without maintaining an effective
registration statement under the Securities Act for resales, the Company and the
Holders agree to cooperate in good faith to effect such amendments to this
Agreement as may be appropriate to provide that the Company may fulfill its
obligations hereunder with respect to the Warrants and the Warrant Shares by
maintaining an effective registration statement under the Securities Act
covering the exercise of the Warrants rather than the resale of the Warrant
Shares.

                            [SIGNATURE PAGES FOLLOW]


                                    Page 20

<PAGE>


          IN WITNESS WHEREOF, the parties have executed this Registration Rights
Agreement as of the date first written above.

                                    NETCURRENTS, INC.


                                    By:  /S/ IRWIN MEYER
                                       -------------------------------------
                                         Name:  Irwin Meyer
                                         Title: Chief Executive Officer


<PAGE>



                                    BROWN SIMPSON STRATEGIC GROWTH FUND,
                                    LTD.

                                    By:  Brown Simpson Asset Management, LLC


                                    By:  /S/ PETER D. GREENE
                                       -------------------------------------
                                         Name:  Peter D. Greene
                                         Title: Managing Principal




                                    BROWN SIMPSON STRATEGIC GROWTH FUND, L.P.

                                    By:  Brown Simpson Capital, LLC
                                           its general partner


                                    By:  /S/ PETER D. GREENE
                                       -------------------------------------
                                         Name:  Peter D. Greene
                                         Title: Managing Principal


<PAGE>


                                   SCHEDULE I

COMPANY

NETCURRENTS, INC.
9720 Wilshire Blvd., Suite 700
Beverly Hills, CA  90212
Attention:  Irwin Meyer
            Chief Executive Officer
Facsimile:


PURCHASERS:

BROWN SIMPSON STRATEGIC GROWTH FUND, L.P.
152 West 57th Street, 40th Floor
New York, New York 10019
Attention:  Peter D. Greene
Facsimile:  (212) 247-1329

BROWN SIMPSON STRATEGIC GROWTH FUND, LTD.
152 West 57th Street, 40th Floor
New York, New York 10019
Attention:  Peter D. Greene
Facsimile:  (212) 247-1329



<PAGE>


                                                                     EXHIBIT A

                              PLAN OF DISTRIBUTION

          Our company is registering the shares of common stock on behalf of the
selling stockholders. All costs, expenses and fees in connection with the
registration of the shares offered by this prospectus will be borne by our
company, other than brokerage commissions and similar selling expenses, if any,
attributable to the sale of shares which will be borne by the selling
stockholders. Sales of shares may be effected by selling stockholders from time
to time in one or more types of transactions (which may include block
transactions) on NASDAQ, in the over-the-counter market, in negotiated
transactions, through put or call options transactions relating to the shares,
through short sales of shares, or a combination of such methods of sale, at
market prices prevailing at the time of sale, or at negotiated prices. Such
transactions may or may not involve brokers or dealers. The selling stockholders
have advised our company that they have not entered into any agreements,
understandings or arrangements with any underwriters or broker-dealers regarding
the sale of their securities, nor is there an underwriter or coordinated broker
acting in connection with the proposed sale of shares by the selling
stockholders.

          The selling stockholders may enter into hedging transactions with
broker-dealers or other financial institutions. In connection with such
transactions, broker-dealers or other financial institutions may engage in short
sales of the shares or of securities convertible into or exchangeable for the
shares in the course of hedging positions they assume with selling stockholders.
The selling stockholders may also enter into options or other transactions with
broker-dealers or other financial institutions which require the delivery to
such broker-dealers or other financial institutions of shares offered by this
prospectus, which shares such broker-dealer or other financial institution may
resell pursuant to this prospectus (as amended or supplemented to reflect such
transaction).

          The selling stockholders may make these transactions by selling shares
directly to purchasers or to or through broker-dealers, which may act as agents
or principals. Such broker-dealers may receive compensation in the form of
discounts, concessions or commissions from selling stockholders and/or the
purchasers of shares for whom such broker-dealers may act as agents or to whom
they sell as principal, or both (which compensation as to a particular
broker-dealer might be in excess of customary commissions).

          The selling stockholders and any broker-dealers that act in connection
with the sale of shares are "underwriters" within the meaning of Section 2(11)
of the Securities Act, and any commissions received by such broker-dealers or
any profit on the resale of the shares sold by them while acting as principals
might be deemed to be underwriting discounts or commissions under the Securities
Act. The selling stockholders may agree to indemnify any agent, dealer or
broker-dealer that participates in transactions involving sales of the shares
against certain liabilities, including liabilities arising under the Securities
Act.


Page 1

<PAGE>


          Because selling stockholders are "underwriters" within the meaning of
Section 2(11) of the Securities Act, the selling stockholders will be subject to
the prospectus delivery requirements of the Securities Act. Our company has
informed the selling stockholders that the anti-manipulative provisions of
Regulation M promulgated under the Exchange Act may apply to their sales in the
market.

          Selling stockholders also may resell all or a portion of the shares in
open market transactions in reliance upon Rule 144 under the Securities Act,
provided they meet the criteria and conform to the requirements of Rule 144.

          Upon our company being notified by a selling stockholder that any
material arrangement has been entered into with a broker-dealer for the sale of
shares through a block trade, special offering, exchange distribution or
secondary distribution or a purchase by a broker or dealer, a supplement to this
prospectus will be filed, if required, pursuant to Rule 424(b) under the
Securities Act, disclosing:

          o    the name of each such selling stockholder and of the
               participating broker-dealer(s);

          o    the number of shares involved;

          o    the initial price at which such shares were sold;

          o    the commissions paid or discounts or concessions allowed to such
               broker-dealer(s), where applicable;

          o    that such broker-dealer(s) did not conduct any investigation to
               verify the information set out or incorporated by reference in
               this prospectus; and

          o    other facts material to the transactions.


                                     Page 2

<PAGE>




                                                                     EXHIBIT B

                         FORM OF NOTICE OF EFFECTIVENESS

                            OF REGISTRATION STATEMENT

[TRANSFER AGENT]
Attention:

                  Re:      NETCURRENTS, INC.

Ladies and Gentlemen:

         We are counsel to NetCurrents, Inc., a Delaware corporation (the
"Company"), and have represented the Company in connection with that certain
Securities Purchase Agreement (the "Purchase Agreement") entered into by and
among the Company and the purchasers named therein (collectively, the "Holders")
pursuant to which the Company has sold to the Holders shares (the "Shares") of
the Company's common stock, par value $0.O01 per share (the "Common Stock"), and
Warrants (the "the Warrants") to acquire shares of Common Stock. Pursuant to the
Purchase Agreement, the Company also has entered into a Registration Rights
Agreement with the Holders (the "Registration Rights Agreement") pursuant to
which the Company agreed, among other things, to register the Registrable
Securities (as defined in the Registration Rights Agreement), including the
Shares and the shares of Common Stock issuable upon exercise of the Warrants,
under the Securities Act of 1933, as amended (the "1933 Act"). In connection
with the Company's obligations under the Registration Rights Agreement, on
_______________, 2000, the Company filed a Registration Statement on Form S-3
(File No. 333-_____________) (the "Registration Statement") with the Securities
and Exchange Commission (the "SEC") relating to the Registrable Securities which
names each of the Holders as a selling stockholder thereunder.

         In connection with the foregoing, we advise you that a member of the
SEC's staff has advised us by telephone that the SEC has entered an order
declaring the Registration Statement effective under the 1933 Act at [ENTER TIME
OF EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS] and we have no knowledge,
after telephonic inquiry of a member of the SEC's staff, that any stop order
suspending its effectiveness has been issued or that any proceedings for that
purpose are pending before, or threatened by, the SEC and the Registrable
Securities are available for resale under the 1933 Act pursuant to the
Registration Statement.

                                                       Very truly yours,

                                                       [ISSUER'S COUNSEL]

CC:      [LIST NAMES OF HOLDERS]



                                  EXHIBIT 4.3

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED WITH THE SECURITIES
AND EXCHANGE COMMISSION IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER
THE 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,
OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT.

MARCH 3, 2000

408,100 shares                                                 Warrant No. A-2



                                NETCURRENTS, INC.
                             STOCK PURCHASE WARRANT

Registered Owner:  BROWN SIMPSON STRATEGIC GROWTH FUND, L.P.

         This certifies that, for value received, NetCurrents, Inc., a Delaware
corporation (the "COMPANY"), grants the following rights to the Registered
Owner, or assigns, of this Warrant:

         1. DEFINITIONS. Capitalized terms used herein and not otherwise defined
herein shall have the meanings given to such terms in the Purchase Agreement. As
used in this Warrant, the following terms have the following meanings:

         "AFFILIATE" means, with respect to any Person, any other Person that
directly or indirectly controls or is controlled by or under direct or indirect
common control with such Person. For the purposes of this definition, "control,"
when used with respect to any Person, means the possession, directly or
indirectly, of the power to direct or cause the direction of the management and
policies of such Person, whether through the ownership of voting securities, by
contract or otherwise; and the terms of "affiliated," "controlling" and
"controlled" have meanings correlative to the foregoing.

         "APPRAISER" means a nationally recognized or major regional investment
banking firm.

         "APPROVED STOCK PLAN" means any contract, plan or agreement, as amended
from time to time, which has been approved by the Board of Directors of the
Company or any committee thereof, pursuant to which the Company's securities may
be issued to any employee, officer, director or consultant; PROVIDED, that such
issuance or issuances shall not exceed 35% of the Company's outstanding Common
Stock on the date thereof.


<PAGE>


          "BUSINESS DAY" means any day except Saturday, Sunday and any day which
shall be a legal holiday or a day on which banking institutions in the state of
New York or California generally are authorized or required by law or other
government actions to close.

         "CHANGE OF CONTROL TRANSACTION" means the occurrence of any of (i) any
acquisition or series of related acquisitions by an individual or legal entity
or "group" (as described in Section 13(d)(3) of the Exchange Act) of in excess
of 50% of the voting power of the Company, (ii) a replacement of more than
one-half of the members of the Company's board of directors which is not
approved by a majority of those individuals who are members of the board of
directors on the date hereof, or their duly elected successors who are directors
immediately prior to such transaction(s), in one or a series of related
transactions, (iii) the merger or consolidation of the Company with or into
another entity, unless the holders of the Company's securities immediately prior
to such transaction or series of transactions continue to hold at least 50% of
such securities following such transaction or series of transactions, (iv) a
sale, conveyance, lease, transfer or disposition of all or substantially all of
the assets of the Company in one or a series of related transactions or (v) the
execution by the Company of an agreement to which the Company is a party or by
which it is bound, providing for any of the events set forth above in (i), (ii),
(iii) or (iv).

         "CLOSING" and "CLOSING DATE" have the meanings set forth in Section 1.2
of the Purchase Agreement.

         "COMMON STOCK" means the shares of the Company's Common Stock, par
value $.001 per share.

         "COMMON STOCK DEEMED OUTSTANDING" means, at any given time, the sum of
the number of shares of Common Stock actually outstanding at such time plus the
number of shares of Common Stock issuable upon the exercise of all options,
rights and warrants and the conversion or exchange of convertible or
exchangeable securities outstanding at such time, whether or not such options,
rights, or warrants, or convertible or exchangeable securities are actually
exercisable, convertible or exchangeable at such time.

         "COMPANY" means NetCurrents, Inc., a Delaware corporation.

         "EXCLUDED SECURITIES" means (i) shares of Common Stock issued or
issuable pursuant to the Purchase Agreement and the Warrants, (ii) shares of
Common Stock deemed to have been issued by the Company in connection with an
Approved Stock Plan, (iii) shares of Common Stock (including options and
warrants) issuable upon the exercise of any options or warrants outstanding on
the date hereof and included in Schedule 2.1(c) of the Purchase Agreement, (iv)
shares of Common Stock issued or deemed to be issued by the Company in
connection with a strategic acquisition by the Company of the assets or
business, or division thereof, of another Person or (v) shares of Common Stock
issued or deemed issued upon conversion of any convertible securities of the
Company outstanding on the date hereof and included in Schedule 2.1(c) of the
Purchase Agreement.

         "EXERCISE PERIOD" has the meaning assigned to it in Section 5 hereof.


                                     Page 2

<PAGE>


         "EXERCISE PRICE" has the meaning assigned to it in Section 4 hereof.

         "INITIAL REGISTRATION STATEMENT" has the meaning set forth in the
Registration Rights Agreement.

         "MANDATORY EXERCISE" has the meaning assigned to it in Section 8
hereof.

         "MANDATORY EXERCISE PERIOD" has the meaning assigned to it in Section 8
hereof.

         "MANDATORY EXERCISE PRICE" has the meaning assigned to it in Section 8
hereof.

         "NASDAQ" means the SmallCap Market System of the NASDAQ Stock Market.

         "PER SHARE MARKET VALUE" means on any particular date (i) the closing
bid price per share of the Common Stock on such date on the NASDAQ or other
Subsequent Market on which the Common Stock is then listed, or if there is no
such price on such date, then the closing bid price on such exchange or
quotation system on the date nearest preceding such date, or (ii) if the Common
Stock is not listed then on the NASDAQ or other Subsequent Market, the closing
bid price for a share of Common Stock in the over-the-counter market, as
reported by the National Quotation Bureau Incorporated (or similar organization
or agency succeeding to its functions of reporting prices) at the close of
business on such date, or (iii) if the Common Stock is not then publicly traded
the fair market value of a share of Common Stock as determined by an Appraiser
selected in good faith by the Company; PROVIDED, HOWEVER, that the registered
owners of a majority of the Warrant Shares and Warrants then outstanding, after
receipt of the determination by such Appraiser, shall have the right to select,
in good faith, an additional Appraiser, in which case the fair market value
shall be equal to the average of the determinations by each such Appraiser; and
PROVIDED, FURTHER that all determinations of the Per Share Market Value shall be
appropriately adjusted for any stock dividends, stock splits or other similar
transactions during such period.

         "PERSON" means an individual or a corporation, partnership, trust,
incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or political subdivision
thereof) or other entity of any kind.

         "PURCHASE AGREEMENT" means that certain Securities Purchase Agreement,
dated as of March 3, 2000, among the Company and the Purchasers.

         "PURCHASER" or "PURCHASERS" has the meaning set forth in the Purchase
Agreement.

         "REGISTERED OWNER" means the person identified on the face of this
Warrant as the registered owner hereof or their assigns.

         "REGISTRATION RIGHTS AGREEMENT" means that certain Registration Rights
Agreement, dated as of March 3, 2000, among the Company and the Purchasers.

         "REGISTRATION STATEMENT" has the meaning set forth in the Registration
Rights Agreement.


                                     Page 3

<PAGE>


         "SUBSEQUENT MARKET" means the New York Stock Exchange, the NASDAQ
National Market or the American Stock Exchange.

         "TRADING DAY(S)" means any day on which the primary market on which
shares of Common Stock are listed is open for trading.

         "WARRANT(S)" means the warrants issuable at the Closing, including this
Warrant.

         "WARRANT SHARES" has the meaning assigned to it in Section 3 hereof.

         2. ISSUE. Upon tender to the Company pursuant to Section 6 hereof, the
Company, within three (3) Business Days of the date thereof, shall issue to the
Registered Owner, or its designee, up to the number of shares specified in
Section 3 hereof of fully paid and nonassessable shares of Common Stock that the
Registered Owner, or assigns, is otherwise entitled to purchase.

         3. NUMBER OF SHARES. The total number of shares of Common Stock that
the Registered Owner, or assigns, of this Warrant is entitled to receive upon
exercise of this Warrant is 408,100 shares (the "WARRANT SHARES"), subject to
adjustment from time to time as provided herein. The Company shall at all times
reserve and hold available out of its authorized and unissued shares of Common
Stock or other securities, as the case may be, sufficient shares of Common Stock
to satisfy all conversion, exercise and purchase rights represented by
outstanding convertible securities, options and warrants, including this
Warrant. The Company covenants and agrees that all shares of Common Stock that
may be issued upon the exercise of this Warrant (if exercised in accordance with
Section 6 hereof) shall, upon issuance, be duly and validly issued, fully paid
and nonassessable, free from all taxes, liens and charges with respect to the
purchase and the issuance of the shares, shall not have any legend or
restrictions on resale, except as required by Section 3.2(b) of the Purchase
Agreement and, subsequent to the effectiveness of the Registration Statement (as
defined in the Registration Rights Agreement), shall be freely tradable.

         4. EXERCISE PRICE. The initial per share exercise price of this
Warrant, representing the price per share at which each share of Common Stock
issuable upon exercise of this Warrant may be purchased, is $6.00, subject to
adjustment from time to time pursuant to the provisions of Section 7 hereof (the
"EXERCISE PRICE").

         5. EXERCISE PERIOD. This Warrant may be exercised, in whole or in part,
from the Closing Date up to and including February 23, 2005 (5 years less 1 day)
(the "EXERCISE PERIOD"). If not exercised during this period, this Warrant and
all rights granted under this Warrant shall expire and lapse.


                                     Page 4

<PAGE>


         6. TENDER; ISSUANCE OF CERTIFICATES.

               a. This Warrant may be exercised, in whole or in part, by (a)
          delivery of the applicable Exercise Price for the number of Warrant
          Shares in respect of which this Warrant is exercisable, (b) delivery
          of a duly executed Warrant Exercise Form, a copy of which is attached
          to this Warrant as EXHIBIT A, properly executed by the Registered
          Owner, or assigns, of this Warrant and (c) surrender of this Warrant.
          The number of Warrant Shares so purchased shall be designated on the
          Warrant Exercise Form and shall be deemed to be issued to the
          Registered Owner as of the close of business on the date on which this
          Warrant shall have been surrendered, the completed Warrant Exercise
          Form shall have been delivered and payment shall have been made for
          such shares as set forth above. The payment and Warrant Exercise Form
          must be delivered to the registered office of the Company or of the
          Company's transfer agent, either in person or as set for in Section 13
          hereof.

               b. Commencing on the first day that the Securities and Exchange
          Commission declares effective the Initial Registration Statement (as
          defined in the Registration Rights Agreement), if, and only if, at the
          time of exercise of this Warrant, the Warrant Shares are not saleable
          pursuant to an effective registration statement, then in addition to
          the exercise of all or a part of this Warrant by payment of the
          Exercise Price in cash as provided above, and in lieu of such payment,
          the Registered Owner shall have the right to effect a cashless
          exercise (a "CASHLESS EXERCISE"). In the event of a Cashless Exercise
          the Registered Owner may exercise this Warrant in whole or in part by
          surrendering this Warrant in exchange for the number of shares of
          Common Stock equal to the product of (i) the number of shares as to
          which this Warrant is being exercised multiplied by (ii) a fraction,
          the numerator of which is the Per Share Market Value on such date less
          the Exercise Price then in effect and the denominator of which is the
          Per Share Market Value on such date (in each case adjusted for
          fractional shares as herein provided).

               c. In lieu of physical delivery of this Warrant, provided the
          Company's transfer agent is participating in the Depositary Trust
          Company ("DTC") Fast Automated Securities Transfer (FAST) program,
          upon request of the Registered Owner and in compliance with the
          provisions hereof, the Company shall use its best efforts to cause its
          transfer agent to electronically transmit the Warrant Shares to the
          Registered Owner by crediting the account of the Registered Owner's
          Prime Broker with DTC through its Deposit Withdrawal Agent Commission
          system. The time period for delivery described herein shall apply to
          any such electronic transmittals.

               d. Certificates for the Warrant Shares so purchased, representing
          the aggregate number of shares specified in the Warrant Exercise Form,
          and any cash payments due under Section 15 hereof shall be delivered
          to the Registered Owner, or its designee, within three (3) Business
          Days after this Warrant shall have been so exercised. The certificates
          so delivered shall be in such denominations as may be requested by the
          Registered Owner and shall be registered in the name of the Registered
          Owner or such other name as shall be designated by such Registered
          Owner. If this Warrant shall have been exercised only in part then,
          unless this Warrant has expired, the Company shall, at


                                     Page 5

<PAGE>


          its expense and at the time of delivery of such certificates, deliver
          to the Registered Owner a new Warrant representing the number of
          shares with respect to which this Warrant shall not then have been
          exercised.

         7. ADJUSTMENT OF EXERCISE PRICE.

               a. COMMON STOCK DIVIDENDS; COMMON STOCK SPLITS; RECLASSIFICATION.
          If the Company, at any time while this Warrant is outstanding, (a)
          shall pay a stock dividend on its Common Stock, (b) subdivide
          outstanding shares of Common Stock into a larger number of shares or
          (c) issue by reclassification of shares of Common Stock any shares of
          capital stock of the Company, then (i) the Exercise Price shall be
          multiplied by a fraction, the numerator of which shall be the number
          of shares of Common Stock outstanding before such event and the
          denominator of which shall be the number of shares of Common Stock
          outstanding after such event and (ii) the number of Warrant Shares
          shall be multiplied by a fraction, the numerator of which shall be the
          number of shares of Common Stock outstanding immediately after such
          event and the denominator of which shall be the number of shares of
          Common Stock outstanding immediately prior to such event. Any
          adjustment made pursuant to this paragraph 7(a) shall become effective
          immediately after the record date for the determination of
          shareholders entitled to receive such dividend or distribution or, in
          the case of a subdivision or re-classification, shall become effective
          immediately after the effective date thereof.

               b. RIGHTS; OPTIONS; WARRANTS OR OTHER SECURITIES. If the Company,
          at any time while this Warrant is outstanding, shall fix a record date
          for the issuance of rights, options, warrants or other securities to
          the holders of its Common Stock entitling them to subscribe for or
          purchase, convert to, exchange for or otherwise acquire shares of
          Common Stock for no consideration or at a price per share less than
          the Exercise Price, the Exercise Price shall be multiplied by a
          fraction, the numerator of which shall be the number of shares of
          Common Stock outstanding immediately prior to such issuance or sale
          plus the number of shares of Common Stock which the aggregate
          consideration received by the Company would purchase at the Exercise
          Price, and the denominator of which shall be the number of shares of
          Common Stock outstanding immediately prior to such issuance date plus
          the number of additional shares of Common Stock offered for
          subscription, purchase, conversion, exchange or acquisition, as the
          case may be. Such adjustment shall be made whenever such rights,
          options, warrants or other securities are issued, and shall become
          effective immediately after the record date for the determination of
          shareholders entitled to receive such rights, options, warrants or
          other securities.

                c. SUBSCRIPTION RIGHTS. If the Company, at any time while this
          Warrant is outstanding, shall fix a record date for the distribution,
          to holders of its Common Stock, of any cash or other assets, evidence
          of its indebtedness, or rights, options, warrants or other security
          entitling them to subscribe for or purchase, convert to, exchange for
          or otherwise acquire any security (excluding those referred to in
          paragraphs 7(a) and (b) above), then in each such case the Exercise
          Price at which this Warrant shall thereafter be exercisable shall be
          determined by multiplying the Exercise Price in effect immediately
          prior to such record date by a fraction, the numerator of which shall
          be the Per Share Market Value on such record date less the then fair
          market value at such record date of


                                     Page 6

<PAGE>


          the portion of such assets or evidence of indebtedness so distributed
          applicable to one outstanding share of Common Stock as determined by
          the Board of Directors in good faith, and the denominator of which
          shall be the Exercise Price as of such record date; PROVIDED, HOWEVER,
          that in the event of a distribution exceeding ten percent (10%) of the
          net assets of the Company, such fair market value shall be determined
          by an Appraiser selected in good faith by the registered owners of a
          majority of the Warrants and Warrant Shares then outstanding; and
          PROVIDED, FURTHER, that the Company, after receipt of the
          determination by such Appraiser shall have the right to select in good
          faith an additional Appraiser meeting the same qualifications, in
          which case the fair market value shall be equal to the average of the
          determinations by each such Appraiser. Such adjustment shall be made
          whenever any such distribution is made and shall become effective
          immediately after the record date mentioned above.

               d. ROUNDING. All calculations under this Section 7 shall be made
          to the nearest cent or the nearest l/l00th of a share, as the case may
          be.

               e. NOTICE OF ADJUSTMENT. Whenever the Exercise Price is adjusted
          pursuant to this Section 7 the Company shall promptly deliver to the
          Registered Owner a notice setting forth the Exercise Price after such
          adjustment and setting forth a brief statement of the facts requiring
          such adjustment. Such notice shall be signed by the chairman,
          president or chief financial officer of the Company.

               f. 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
          shares so owned or held shall be considered an issue or sale of Common
          Stock by the Company.

               g. CHANGE OF CONTROL; COMPULSORY SHARE EXCHANGE. In case of (A)
          any Change of Control Transaction or (B) any compulsory share exchange
          pursuant to which the Common Stock is converted into other securities,
          cash or property (each, an "EVENT"), lawful provision shall be made so
          that the Registered Owner shall have the right thereafter to exercise
          this Warrant for shares of stock and other securities, cash and
          property receivable upon or deemed to be held by holders of Common
          Stock following such Event, and the Registered Owner shall be entitled
          upon such Event to receive such amount of shares of stock and other
          securities, cash or property as the shares of the Common Stock of the
          Company into which this Warrant could have been exercised immediately
          prior to such Event (without taking into account any limitations or
          restrictions on the exercisability of this Warrant) would have been
          entitled; PROVIDED, HOWEVER, that in the case of a transaction
          specified in (A), above, in which holders of the Company's Common
          Stock receive cash, the Registered Owner shall have the right to
          exercise the Warrant for such number of shares of the surviving
          company equal to the amount of cash into which this Warrant is then
          exercisable, divided by the fair market value of the shares of the
          surviving company on the effective date of such Event. The terms of
          any such Event shall include such terms so as to continue to give to
          the Registered Owner the right to receive the securities, cash or
          property set forth in this Section 7(g) upon any exercise or
          redemption following such Event, and, in the case of an Event
          specified in (A), above, the successor corporation or other entity (if
          other than


                                     Page 7

<PAGE>


          the Company) resulting from such reorganization, merger or
          consolidation, or the person acquiring the properties and assets, or
          such other controlling corporation or entity as may be appropriate,
          shall expressly assume the obligation to deliver the securities or
          other assets which the Registered Owner is entitled to receive
          hereunder. The provisions of this Section 7(g) shall similarly apply
          to successive Events.

               h. ISSUANCE'S BELOW EXERCISE PRICE. If the Company, at any time
          while this Warrant is outstanding:

                    (i) issues or sells, or is deemed to have issued or sold,
               any Common Stock (other than Excluded Securities);

                    (ii) in any manner grants, issues or sells any rights,
               options, warrants, options to subscribe for or to purchase Common
               Stock or any stock or other securities convertible into or
               exchangeable for Common Stock (other than any Excluded
               Securities) (such rights, options or warrants being herein called
               "OPTIONS" and such convertible or exchangeable stock or
               securities being herein called "CONVERTIBLE SECURITIES"); or

                    (iii) in any manner issues or sells any Convertible
               Securities (other than Excluded Securities);

         for (a) with respect to paragraph (h)(i), above, a price per share, or
         (b) with respect to paragraphs h(ii) or h(iii), above, a price per
         share for which Common Stock issuable upon the exercise of such Options
         or upon conversion or exchange of such Convertible Securities is, less
         than the Exercise Price in effect immediately prior to such issuance or
         sale, then, immediately after such issuance, sale or grant, the
         Exercise Price shall be reduced to the amount determined by dividing
         (1) the sum of (x) the product derived by multiplying the Exercise
         Price in effect immediately prior to such issue or sale by the number
         of shares of Common Stock Deemed Outstanding immediately prior to such
         issue or sale, plus (y) the consideration, if any, received or deemed
         to have been received by the Company upon such issue or sale, by (2)
         the number of shares of Common Stock Deemed Outstanding immediately
         after such issue or sale. No modification of the issuance terms shall
         be made upon the actual issuance of such Common Stock upon conversion
         or exchange of such Options or Convertible Securities. If there is a
         change at any time in (i) the exercise price provided for in any
         Options, (ii) the additional consideration, if any, payable upon the
         issuance, conversion or exchange of any Convertible Securities or (iii)
         the rate at which any Convertible Securities are convertible into or
         exchangeable for Common Stock, then immediately after such change the
         Exercise Price shall be adjusted to an Exercise Price which would have
         been in effect at such time had such Options or Convertible Securities
         still outstanding provided for such changed exercise price, additional
         consideration or changed conversion rate, as the case may be, at the
         time initially granted, issued or sold; PROVIDED, that no adjustment
         shall be made if such adjustment would result in an increase of the
         Exercise Price then in effect.

               i. EFFECT ON EXERCISE PRICE OF CERTAIN EVENTS. For purposes of
          determining the adjusted Exercise Price - under Section 7(h), the
          following shall be applicable:


                                     Page 8

<PAGE>


                    (i) CALCULATION OF CONSIDERATION RECEIVED. If any Common
               Stock, Options or Convertible Securities are issued or sold or
               deemed to have been issued or sold for cash, the consideration
               received therefor will be deemed to be the net amount received by
               the Company therefor, without deducting any expenses paid or
               incurred by the Company or any commissions or compensation paid
               or concessions or discounts allowed to underwriters, dealers or
               others performing similar services in connection with such issue
               or sale. In case any Common Stock, Options or Convertible
               Securities are issued or sold for a consideration other than
               cash, the amount of the consideration other than cash received by
               the Company will be the fair value of such consideration, except
               where such consideration consists of securities listed or quoted
               on a national securities exchange or national quotation system,
               in which case the amount of consideration received by the Company
               will be the arithmetic average of the closing sale price of such
               security for the five (5) consecutive Trading Days immediately
               preceding the date of receipt thereof. In case any Common Stock,
               Options or Convertible Securities are issued to the owners of the
               non-surviving entity in connection with any merger in which the
               Company is the surviving entity, the amount of consideration
               therefor will be deemed to be the fair value of such portion of
               the net assets and business of the non-surviving entity as is
               attributable to such Common Stock, Options or Convertible
               Securities, as the case may be. The fair value of any
               consideration other than cash or securities listed or quoted on a
               national securities exchange or national quotation system will be
               determined jointly by the Company and the registered owners of a
               majority of the Warrant Shares and Warrants then outstanding. If
               such parties are unable to reach agreement within ten (10) days
               after the occurrence of an event requiring valuation (the
               "VALUATION EVENT"), the fair value of such consideration will be
               determined within forty-eight (48) hours of the tenth (10th) day
               following the Valuation Event by an Appraiser selected in good
               faith by the Company and agreed upon in good faith by the
               registered owners of a majority of the Warrant Shares and
               Warrants then outstanding. The determination of such Appraiser
               shall be binding upon all parties absent manifest error.

                    (ii) INTEGRATED TRANSACTIONS. In case any Option is issued
               in connection with the issue or sale of other securities of the
               Company, together comprising one integrated transaction in which
               no specific consideration is allocated to such Options by the
               parties thereto, the Options will be deemed to have been issued
               for an aggregate consideration of $.001.

                    (iii) RECORD DATE. If the Company takes a record of the
               holders of Common Stock for the purpose of entitling them (a) to
               receive a dividend or other distribution payable in Common Stock,
               Options or in Convertible Securities or (b) to subscribe for or
               purchase Common Stock, Options or Convertible Securities, then
               such record date will 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.


                                     Page 9

<PAGE>


                    (iv) OTHER EVENTS. If any event occurs that would adversely
               affect the rights of the Registered Owner of this Warrant but is
               not expressly provided for by Section 7 hereof (including,
               without limitation, the granting of stock appreciation rights,
               phantom stock rights or other rights with equity features), then
               the Company's Board of Directors will make an appropriate
               adjustment in the Exercise Price so as to protect the rights of
               the Registered Owner; PROVIDED, HOWEVER, that no such adjustment
               will increase the Exercise Price.

               j.   NOTICE OF CERTAIN EVENTS. If:

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

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

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

                    (iv) the approval of any shareholders 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 or involuntary
               dissolution, liquidation or winding up of the affairs of the
               Company;

          then the Company shall cause to be filed at each office or agency
          maintained for the purpose of exercise of this Warrant, and shall
          cause to be delivered to the Registered Owner, at least thirty (30)
          calendar days prior to the applicable record or effective date
          hereinafter specified, a notice (provided such notice shall not
          include any material non-public information) stating (a) 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 (b) 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 or share exchange; 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. Nothing herein shall
          prohibit the Registered Owner from exercising this Warrant during the
          30-day period commencing on the date of such notice.


                                    Page 10

<PAGE>


               k. INCREASE IN EXERCISE PRICE. In no event shall any provision in
          this Section 7 cause the Exercise Price to be greater than the
          Exercise Price on the date of issuance of this Warrant.

         8. MANDATORY EXERCISE. If, at any time after the Initial Registration
Statement has been declared effective, the Per Share Market Value equals or
exceeds $8.00 (the "MANDATORY EXERCISE PRICE") for any period of twenty (20)
consecutive Trading Days (the "MANDATORY EXERCISE PERIOD") then, so long as (i)
any Registration Statement (including the Initial Registration Statement)
required to be effective pursuant to the Registration Rights Agreement is then
in effect, (ii) the Company has a sufficient number of authorized shares of
Common Stock reserved for issuance upon full exercise of the Warrants and (iii)
the Company is not, and during the Mandatory Exercise Period has not been, in
breach of Section 6 hereof, the Registered Owner shall be required to exercise
this Warrant in full (the "MANDATORY EXERCISE") in accordance with the
provisions of Section 6 hereof. This Warrant shall be exercised pursuant to the
Mandatory Exercise on no later than the third (3rd) Business Day following the
Mandatory Exercise Period.

         9. RESTRICTION ON EXERCISE BY EITHER THE REGISTERED OWNER OR THE
COMPANY. Notwithstanding anything herein to the contrary, and except as provided
in Section 8 hereof, in no event shall the Registered Owner or the Company have
the right or be required to exercise this Warrant if as a result of such
exercise the aggregate number of shares of Common Stock beneficially owned by
such Registered Owner and its Affiliates would exceed 9.99% of the outstanding
shares of the Common Stock following such exercise. For purposes of this Section
9, beneficial ownership shall be calculated in accordance with Section 13(d) of
the Securities Exchange Act of 1934, as amended. The provisions of this Section
9 may be waived by a Registered Owner as to itself (and solely as to itself)
upon not less than 65 days prior written notice to the Company, and the
provisions of this Section 9 shall continue to apply until such 65th day (or
later, if stated in the notice of waiver).

         10. REGISTRATION ON COMPANY BOOKS. This Warrant shall be numbered and
shall be registered upon issuance in a warrant register maintained by the
Company. The Company may deem and treat the Registered Owner of this Warrant as
the absolute owner thereof, unless the Registered Owner shall have presented
this Warrant to the Company for transfer and the transferee shall have been
entered in the register as a subsequent holder. The ownership of this Warrant
shall be proven by such register, absent manifest error.

         11. REGISTRATION RIGHTS. The Company will undertake the registration of
the Common Stock into which this Warrant is exercisable at such times and upon
such terms pursuant to the provisions of the Registration Rights Agreement.

         12. RESERVATION OF WARRANT SHARES; LISTING. The Company covenants that
it will at all times reserve and keep available out of its authorized shares of
Common Stock, free from preemptive rights, solely for the purpose of issue upon
exercise of this Warrant as herein provided, such number of shares of the Common
Stock as shall then be issuable upon the exercise of all outstanding Warrants
into Common Stock. The Company shall promptly secure the listing of the shares
of Common Stock issuable upon exercise of this Warrant upon each national
securities exchange or automated quotation system upon which shares of Common
Stock are then listed (subject to official notice of issuance upon exercise of
this Warrant) and


                                    Page 11

<PAGE>


shall maintain, so long as any other shares of Common Stock
shall be so listed, such listing of all shares of Common Stock from time to time
issuable upon the exercise of this Warrant.

         13. NOTICES. Any notice or other communication required or permitted to
be given hereunder shall be in writing and shall be deemed to have been received
(a) upon hand delivery (receipt acknowledged) or delivery by telex (with correct
answer back received), telecopy or facsimile (with transmission confirmation
report) at the address or number designated below (if received by 5:00 p.m.
Eastern time where such notice is to be received), or the first Business Day
following such delivery (if received after 5:00 p.m. Eastern time where such
notice is to be received) or (b) on the second Business Day following the date
of mailing by express courier service, fully prepaid, addressed to such address,
or upon actual receipt of such mailing, whichever shall first occur. The
addresses for such communications are (i) if to the Company or the Company's
transfer agent to the address set forth in the Purchase Agreement (with copies
to the Company's counsel), and (ii) if to the Registered Owner to the addresses
set forth on the Purchase Agreement (with copies to the Registered Owner's
counsel) or such other address as may be designated in writing hereafter, in the
same manner, by such person.

         14. COMPLIANCE WITH GOVERNMENTAL REQUIREMENTS. The Company covenants
that if any shares of Common Stock required to be reserved for purposes of
exercise of this Warrant require registration with or approval of any
governmental authority under any federal or state law, or any national
securities exchange, before such shares may be issued upon exercise, the Company
will use its best efforts to cause such shares to be duly registered or
approved, as the case may be.

         15. FRACTIONAL SHARES. Upon any exercise hereunder, the Company shall
not be required to issue stock certificates representing fractions of shares of
the Common Stock, but may if otherwise permitted make a cash payment in respect
of any final fraction of a share based on the Per Share Market Value at such
time. If the Company elects not, or is unable, to make such a cash payment, the
Registered Owner shall be entitled to receive, in lieu of the final fraction of
a share, one whole share of Common Stock.

         16. PAYMENT OF TAX UPON ISSUE OF TRANSFER. The issuance of certificates
for shares of the Common Stock upon exercise of this Warrant shall be made
without charge to the Registered Owner hereof for any documentary stamp or
similar taxes that may be payable in respect of the issue or delivery of such
certificate, provided that the Company shall not be required to pay any tax that
may be payable in respect of any transfer involved in the issuance and delivery
of any such certificate upon exercise in a name other than that of the
Registered Owner of this Warrant and the Company shall not be required to issue
or deliver such certificates unless or until the person or persons requesting
the issuance thereof shall have paid to the Company the amount of such tax or
shall have established to the satisfaction of the Company that such tax has been
paid.

         17. WARRANTS OWNED BY COMPANY DEEMED NOT OUTSTANDING. In determining
whether the holders of the outstanding Warrants have concurred in any direction,
consent or waiver under this Warrant, warrants which are owned by the Company or
any other obligor on the warrants shall be disregarded and deemed not to be
outstanding for the purpose of any such


                                    Page 12

<PAGE>


determination; PROVIDED, that any Warrants owned by the Registered Owner shall
be deemed outstanding for purposes of making such a determination.

         18. EFFECT OF HEADINGS. The section headings herein are for convenience
only and shall not affect the construction hereof.

         19. NO RIGHTS AS STOCKHOLDER. This Warrant shall not entitle the
Registered Owner to any rights as a stockholder of the Company, including
without limitation, the right to vote, to receive dividends and other
distributions, or to receive notice of, or to attend, meetings of stockholders
or any other proceedings of the Company, unless and to the extent exercised into
shares of Common Stock in accordance with the terms hereof.

         20. CERTAIN ACTIONS PROHIBITED. The Company will not, by amendment of
its charter or through any reorganization, transfer of assets, consolidation,
merger, dissolution, issue or sale of securities, or any other voluntary action,
avoid or seek to avoid the observance or performance of any of the terms to be
observed or performed by it hereunder, but will at all times in good faith
assist in the carrying out of all the provisions of this Warrant and in the
taking of all such action as may reasonably be requested by the Registered Owner
in order to protect the exercise privilege of the Registered Owner against
dilution or other impairment, consistent with the tenor and purpose of this
Warrant. Without limiting the generality of the foregoing, the Company (i) will
not increase the par value of any shares of Common Stock receivable upon the
exercise of this Warrant and (ii) will take all such actions as may be necessary
or appropriate in order that the Company may validly and legally issue fully
paid and nonassessable shares of Common Stock upon the exercise of this Warrant.

         21. SHAREHOLDER RIGHTS PLAN. In the event that the Company shall
distribute "poison pill" rights pursuant to a "poison pill" shareholder rights
plan (the "RIGHTS"), the Company shall, in lieu of making any adjustment
pursuant to Section 7 hereof, make proper provision so that each Registered
Owner who exercises this Warrant after the record date for such distribution and
prior to the expiration or redemption of the Rights shall be entitled to receive
upon such exercise, in addition to the shares of Common Stock issuable upon such
exercise, a number of Rights to be determined as follows: (i) if such exercise
occurs on or prior to the date for the distribution to the holders of Rights of
separate certificates evidencing such Rights (the "DISTRIBUTION DATE"), the same
number of Rights to which a holder of a number of shares of Common Stock equal
to the number of shares of Common Stock issuable upon such exercise at the time
of such exercise would be entitled in accordance with the terms and provisions
of and applicable to the Rights; and (ii) if such exercise occurs after the
Distribution Date, the same number of Rights to which a holder of the number of
shares into which this Warrant was exercisable immediately prior to the
Distribution Date would have been entitled on the Distribution Date, in
accordance with the terms and provisions of such Rights, and in each case
subject to the terms and conditions of the Rights.

         22. SUCCESSORS AND ASSIGNS. This Warrant shall be binding upon and
inure to the benefit of the Registered Owners and its assigns, and shall be
binding upon any entity succeeding to the Company by merger or acquisition of
all or substantially all the assets of the Company. The Company may not assign
this Warrant or any rights or obligations hereunder without the


                                    Page 13

<PAGE>


prior written consent of the Registered Owner. The Registered Owner may assign
this Warrant without the prior written consent of the Company.

         23. GOVERNING LAW. This Warrant shall be governed by and construed and
enforced in accordance with the internal laws of the State of New York without
regard to the principles of conflicts of law thereof. Each party hereby
irrevocably submits to the nonexclusive jurisdiction of the State and Federal
courts sitting in the County of Los Angeles 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, that such suit, action or proceeding is
improper. Each party hereby irrevocably waives personal service of process and
consents to process being served in any such suit, action or proceeding by
mailing a copy thereof to such party at the address for such notices to it under
this Warrant 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.
EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO
REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN
CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION
CONTEMPLATED HEREBY.

         24. REMEDIES. In the event of a breach by the Company of any of its
obligations under this Warrant, the Registered Owner, in addition to being
entitled to exercise all rights granted by law and under the Purchase Agreement,
including recovery of damages, will be entitled to specific performance of its
rights under this Warrant. The Company agrees that monetary damages would not
provide adequate compensation for any losses incurred by reason of a breach by
it of any of the provisions of this Warrant and hereby further agree that, in
the event of any action for specific performance in respect of such breach, it
shall waive the defense that a remedy at law would be adequate.

         25. MUTILATED OR MISSING WARRANTS. In case this Warrant shall be
mutilated, lost, stolen or destroyed, the Company, upon request of the
Registered Owner, shall issue and deliver in exchange and substitution for and
upon cancellation of such mutilated Warrant (upon surrender thereof), or in the
event that this Warrant is lost, stolen or destroyed, a new Warrant of like
tenor and representing an equivalent right or interest upon any indemnification
undertaking by the Registered Owner to the Company in customary form as
reasonably required by the Company.


                                    Page 14

<PAGE>


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

                                      NETCURRENTS, INC.

                                      By:    /S/ IRWIN MEYER
                                         ---------------------------
                                      Name:  Irwin Meyer
                                      Title: Chief Executive Officer


<PAGE>



                                    EXHIBIT A

                              WARRANT EXERCISE FORM

TO:      NETCURRENTS, INC.

         The undersigned hereby: (1) irrevocably subscribes for and offers to
purchase _______ shares of Common Stock of NetCurrents, Inc., pursuant to
Warrant No. ___ heretofore issued to ___________________ on ____________, ____ ;
(2) encloses either (a) a cash payment of $__________ or (b) a Warrant
representing _____ shares of Common Stock valued at the Per Share Market Price
of $ _____ on ________, ____, for these shares at a price of $____ per share (as
adjusted pursuant to the provisions of the Warrant); and (3) requests that a
certificate for the shares be issued in the name of the undersigned, or the
undersigned's designee, and delivered to the undersigned, or the undersigned's
designee, at the address specified below.

                  Date:                                _______________________

                  Investor Name:                       _______________________

                  Taxpayer Identification Number:      _______________________

                  By:                                  _______________________

                  Printed Name:                        _______________________

                  Title:                               _______________________

                  Address:                             _______________________



                  Cashless Exercise (Y or N)*:         _________

                  Note: The above signature should correspond exactly with the
                  name on the face of this Warrant Certificate or with the name
                  of assignee appearing in assignment form below.

AND, if said number of shares shall not be all the shares purchasable under the
within Warrant, a new Warrant Certificate is to be issued in the name of said
undersigned for the balance remaining of the shares purchasable thereunder less
any fraction of a share paid in cash and delivered to the address stated above.

_________________
* Subject to certain conditions. See Section 6(b) of the Warrant.



                                  EXHIBIT 4.4

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED WITH THE SECURITIES
AND EXCHANGE COMMISSION IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER
THE 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,
OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT.

THIS SECURITIES REPRESENTED HEREBY ARE NOT EXERCISABLE AT ANY TIME PRIOR TO THAT
DAY WHEN THE CONDITIONS SET FORTH IN SECTION 2 HEREOF HAVE BEEN SATISFIED.

MARCH 3, 2000

408,100 shares                                                  Warrant No. B2



                                NETCURRENTS, INC.
                             STOCK PURCHASE WARRANT

Registered Owner:  BROWN SIMPSON STRATEGIC GROWTH FUND, L.P.

         This certifies that, for value received, NetCurrents, Inc., a Delaware
corporation (the "COMPANY"), grants the following rights to the Registered
Owner, or assigns, of this Warrant:

         1. DEFINITIONS. Capitalized terms used herein and not otherwise defined
herein shall have the meanings given to such terms in the Purchase Agreement. As
used in this Warrant, the following terms have the following meanings:

         "AFFILIATE" means, with respect to any Person, any other Person that
directly or indirectly controls or is controlled by or under direct or indirect
common control with such Person. For the purposes of this definition, "control,"
when used with respect to any Person, means the possession, directly or
indirectly, of the power to direct or cause the direction of the management and
policies of such Person, whether through the ownership of voting securities, by
contract or otherwise; and the terms of "affiliated," "controlling" and
"controlled" have meanings correlative to the foregoing.

         "APPRAISER" means a nationally recognized or major regional investment
banking firm.

         "APPROVED STOCK PLAN" means any contract, plan or agreement, as amended
from time to time, which has been approved by the Board of Directors of the
Company or any commi ttee thereof, pursuant to which the Company's securities
may be issued to any employee, officer,


<PAGE>


director or consultant; PROVIDED, that such issuance or issuances shall not
exceed 35% of the Company's outstanding Common Stock on the date thereof.

          "BUSINESS DAY" means any day except Saturday, Sunday and any day which
shall be a legal holiday or a day on which banking institutions in the state of
New York or California generally are authorized or required by law or other
government actions to close.

         "CHANGE OF CONTROL TRANSACTION" means the occurrence of any of (i) any
acquisition or series of related acquisitions by an individual or legal entity
or "group" (as described in Section 13(d)(3) of the Exchange Act) of in excess
of 50% of the voting power of the Company, (ii) a replacement of more than
onehalf of the members of the Company's board of directors which is not
approved by a majority of those individuals who are members of the board of
directors on the date hereof, or their duly elected successors who are directors
immediately prior to such transaction(s), in one or a series of related
transactions, (iii) the merger or consolidation of the Company with or into
another entity, unless the holders of the Company's securities immediately prior
to such transaction or series of transactions continue to hold at least 50% of
such securities following such transaction or series of transactions, (iv) a
sale, conveyance, lease, transfer or disposition of all or substantially all of
the assets of the Company in one or a series of related transactions or (v) the
execution by the Company of an agreement to which the Company is a party or by
which it is bound, providing for any of the events set forth above in (i), (ii),
(iii) or (iv).

         "CLOSING" and "CLOSING DATE" have the meanings set forth in Section 1.2
of the Purchase Agreement.

         "COMMON STOCK" means the shares of the Company's Common Stock, par
value $.001 per share.

         "COMMON STOCK DEEMED OUTSTANDING" means, at any given time, the sum of
the number of shares of Common Stock actually outstanding at such time plus the
number of shares of Common Stock issuable upon the exercise of all options,
rights and warrants and the conversion or exchange of convertible or
exchangeable securities outstanding at such time, whether or not such options,
rights, or warrants, or convertible or exchangeable securities are actually
exercisable, convertible or exchangeable at such time.

         "COMPANY" means NetCurrents, Inc., a Delaware corporation.

         "EXCLUDED SECURITIES" means (i) shares of Common Stock issued or
issuable pursuant to the Purchase Agreement and the Warrants, (ii) shares of
Common Stock deemed to have been issued by the Company in connection with an
Approved Stock Plan, (iii) shares of Common Stock (including options and
warrants) issuable upon the exercise of any options or warrants outstanding on
the date hereof and included in Schedule 2.1(c) of the Purchase Agreement, (iv)
shares of Common Stock issued or deemed to be issued by the Company in
connection with a strategic acquisition by the Company of the assets or
business, or division thereof, of another Person or (v) shares of Common Stock
issued or deemed issued upon conversion of any convertible securities of the
Company outstanding on the date hereof and included in Schedule 2.1(c) of the
Purchase Agreement.


                                     Page 2

<PAGE>


         "EXERCISE PERIOD" has the meaning assigned to it in Section 5 hereof.

         "EXERCISE PRICE" has the meaning assigned to it in Section 4 hereof.

         "INITIAL REGISTRATION STATEMENT" has the meaning set forth in the
Registration Rights Agreement.

         "MANDATORY EXERCISE" has the meaning assigned to it in Section 8
hereof.

         "MANDATORY EXERCISE PERIOD" has the meaning assigned to it in Section 8
hereof.

         "MANDATORY EXERCISE PRICE" has the meaning assigned to it in Section 8
hereof.

         "NASDAQ" means the SmallCap Market System of the NASDAQ Stock Market.

         "PER SHARE MARKET VALUE" means on any particular date (i) the closing
bid price per share of the Common Stock on such date on the NASDAQ or other
Subsequent Market on which the Common Stock is then listed, or if there is no
such price on such date, then the closing bid price on such exchange or
quotation system on the date nearest preceding such date, or (ii) if the Common
Stock is not listed then on the NASDAQ or other Subsequent Market, the closing
bid price for a share of Common Stock in the overthecounter market, as
reported by the National Quotation Bureau Incorporated (or similar organization
or agency succeeding to its functions of reporting prices) at the close of
business on such date, or (iii) if the Common Stock is not then publicly traded
the fair market value of a share of Common Stock as determined by an Appraiser
selected in good faith by the Company; PROVIDED, HOWEVER, that the registered
owners of a majority of the Warrant Shares and Warrants then outstanding, after
receipt of the determination by such Appraiser, shall have the right to select,
in good faith, an additional Appraiser, in which case the fair market value
shall be equal to the average of the determinations by each such Appraiser; and
PROVIDED, FURTHER that all determinations of the Per Share Market Value shall be
appropriately adjusted for any stock dividends, stock splits or other similar
transactions during such period.

         "PERSON" means an individual or a corporation, partnership, trust,
incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or political subdivision
thereof) or other entity of any kind.

         "PURCHASE AGREEMENT" means that certain Securities Purchase Agreement,
dated as of March 3, 2000, among the Company and the Purchasers.

         "PURCHASER" or "PURCHASERS" has the meaning set forth in the Purchase
Agreement.

         "REGISTERED OWNER" means the person identified on the face of this
Warrant as the registered owner hereof or their assigns.


                                     Page 3

<PAGE>


         "REGISTRATION RIGHTS AGREEMENT" means that certain Registration Rights
Agreement, dated as of March 3, 2000, among the Company and the Purchasers.

         "REGISTRATION STATEMENT" has the meaning set forth in the Registration
Rights Agreement.

         "SERIES A WARRANTS" means the Series A Warrants issued to the
Registered Owner pursuant to the Purchase Agreement.

         "SUBSEQUENT MARKET" means the New York Stock Exchange, the NASDAQ
National Market or the American Stock Exchange.

          "TRADING DAY(S)" means any day on which the primary market on which
shares of Common Stock are listed is open for trading.

         "WARRANT(S)" means the warrants issuable at the Closing, including this
Warrant.

         "WARRANT SHARES" has the meaning assigned to it in Section 3 hereof.

         2. ISSUE. Upon tender to the Company pursuant to Section 6 hereof, the
Company, within three (3) Business Days of the date thereof, shall issue to the
Registered Owner, or its designee, up to the number of shares specified in
Section 3 hereof of fully paid and nonassessable shares of Common Stock that the
Registered Owner, or assigns, is otherwise entitled to purchase; PROVIDED,
HOWEVER, that this Warrant shall not be exercisable until the conditions which
cause a mandatory exercise of the Series A Warrants have been satisfied.

         3. NUMBER OF SHARES. The total number of shares of Common Stock that
the Registered Owner, or assigns, of this Warrant is entitled to receive upon
exercise of this Warrant is 408,100 shares (the "WARRANT SHARES"), subject to
adjustment from time to time as provided herein and subject to adjustment for
any stock dividends, stock splits or other similar transactions after the
issuance of the Series A Warrants prior to the Exercise Period hereof. The
Company shall at all times reserve and hold available out of its authorized and
unissued shares of Common Stock or other securities, as the case may be,
sufficient shares of Common Stock to satisfy all conversion, exercise and
purchase rights represented by outstanding convertible securities, options and
warrants, including this Warrant. The Company covenants and agrees that all
shares of Common Stock that may be issued upon the exercise of this Warrant (if
exercised in accordance with Section 6 hereof) shall, upon issuance, be duly and
validly issued, fully paid and nonassessable, free from all taxes, liens and
charges with respect to the purchase and the issuance of the shares, shall not
have any legend or restrictions on resale, except as required by Section 3.2(b)
of the Purchase Agreement and, subsequent to the effectiveness of the
Registration Statement (as defined in the Registration Rights Agreement), shall
be freely tradable.

         4. EXERCISE PRICE. The initial per share exercise price of this
Warrant, representing the price per share at which each share of Common Stock
issuable upon exercise of this Warrant may be purchased, is $7.00, subject to
adjustment from time to time pursuant to the provisions of Section 7 hereof (the
"EXERCISE PRICE").


                                     Page 4

<PAGE>


         5. EXERCISE PERIOD. This Warrant may be exercised, in whole or in part,
from the date of the mandatory exercise of the Series A Warrants until the fifth
anniversary thereof (5 years less 1 day) (the "EXERCISE Period"). If not
exercised during this period, this Warrant and all rights granted under this
Warrant shall expire and lapse.

         6. TENDER; ISSUANCE OF CERTIFICATES.

               a. This Warrant may be exercised, in whole or in part, by (a)
          delivery of the applicable Exercise Price for the number of Warrant
          Shares in respect of which this Warrant is exercisable, (b) delivery
          of a duly executed Warrant Exercise Form, a copy of which is attached
          to this Warrant as EXHIBIT A, properly executed by the Registered
          Owner, or assigns, of this Warrant and (c) surrender of this Warrant.
          The number of Warrant Shares so purchased shall be designated on the
          Warrant Exercise Form and shall be deemed to be issued to the
          Registered Owner as of the close of business on the date on which this
          Warrant shall have been surrendered, the completed Warrant Exercise
          Form shall have been delivered and payment shall have been made for
          such shares as set forth above. The payment and Warrant Exercise Form
          must be delivered to the registered office of the Company or of the
          Company's transfer agent, either in person or as set for in Section 13
          hereof.

               b. Commencing on the first day that the Securities and Exchange
          Commission declares effective the Initial Registration Statement (as
          defined in the Registration Rights Agreement), if, and only if, at the
          time of exercise of this Warrant, the Warrant Shares are not saleable
          pursuant to an effective registration statement, then in addition to
          the exercise of all or a part of this Warrant by payment of the
          Exercise Price in cash as provided above, and in lieu of such payment,
          the Registered Owner shall have the right to effect a cashless
          exercise (a "CASHLESS EXERCISE"). In the event of a Cashless Exercise
          the Registered Owner may exercise this Warrant in whole or in part by
          surrendering this Warrant in exchange for the number of shares of
          Common Stock equal to the product of (i) the number of shares as to
          which this Warrant is being exercised multiplied by (ii) a fraction,
          the numerator of which is the Per Share Market Value on such date less
          the Exercise Price then in effect and the denominator of which is the
          Per Share Market Value on such date (in each case adjusted for
          fractional shares as herein provided).

               c. In lieu of physical delivery of this Warrant, provided the
          Company's transfer agent is participating in the Depositary Trust
          Company ("DTC") Fast Automated Securities Transfer (FAST) program,
          upon request of the Registered Owner and in compliance with the
          provisions hereof, the Company shall use its best efforts to cause its
          transfer agent to electronically transmit the Warrant Shares to the
          Registered Owner by crediting the account of the Registered Owner's
          Prime Broker with DTC through its Deposit Withdrawal Agent Commission
          system. The time period for delivery described herein shall apply to
          any such electronic transmittals.

               d. Certificates for the Warrant Shares so purchased, representing
          the aggregate number of shares specified in the Warrant Exercise Form,
          and any cash payments due under Section 15 hereof shall be delivered
          to the Registered Owner, or its


                                     Page 5

<PAGE>


          designee, within three (3) Business Days after this Warrant shall have
          been so exercised. The certificates so delivered shall be in such
          denominations as may be requested by the Registered Owner and shall be
          registered in the name of the Registered Owner or such other name as
          shall be designated by such Registered Owner. If this Warrant shall
          have been exercised only in part then, unless this Warrant has
          expired, the Company shall, at its expense and at the time of delivery
          of such certificates, deliver to the Registered Owner a new Warrant
          representing the number of shares with respect to which this Warrant
          shall not then have been exercised.

         7. ADJUSTMENT OF EXERCISE PRICE.

               a. COMMON STOCK DIVIDENDS; COMMON STOCK SPLITS; RECLASSIFICATION.
          If the Company, at any time while this Warrant is outstanding, (a)
          shall pay a stock dividend on its Common Stock, (b) subdivide
          outstanding shares of Common Stock into a larger number of shares or
          (c) issue by reclassification of shares of Common Stock any shares of
          capital stock of the Company, then (i) the Exercise Price shall be
          multiplied by a fraction, the numerator of which shall be the number
          of shares of Common Stock outstanding before such event and the
          denominator of which shall be the number of shares of Common Stock
          outstanding after such event and (ii) the number of Warrant Shares
          shall be multiplied by a fraction, the numerator of which shall be the
          number of shares of Common Stock outstanding immediately after such
          event and the denominator of which shall be the number of shares of
          Common Stock outstanding immediately prior to such event. Any
          adjustment made pursuant to this paragraph 7(a) shall become effective
          immediately after the record date for the determination of
          shareholders entitled to receive such dividend or distribution or, in
          the case of a subdivision or reclassification, shall become effective
          immediately after the effective date thereof.

               b. RIGHTS; OPTIONS; WARRANTS OR OTHER SECURITIES. If the Company,
          at any time while this Warrant is outstanding, shall fix a record date
          for the issuance of rights, options, warrants or other securities to
          the holders of its Common Stock entitling them to subscribe for or
          purchase, convert to, exchange for or otherwise acquire shares of
          Common Stock for no consideration or at a price per share less than
          the Exercise Price, the Exercise Price shall be multiplied by a
          fraction, the numerator of which shall be the number of shares of
          Common Stock outstanding immediately prior to such issuance or sale
          plus the number of shares of Common Stock which the aggregate
          consideration received by the Company would purchase at the Exercise
          Price, and the denominator of which shall be the number of shares of
          Common Stock outstanding immediately prior to such issuance date plus
          the number of additional shares of Common Stock offered for
          subscription, purchase, conversion, exchange or acquisition, as the
          case may be. Such adjustment shall be made whenever such rights,
          options, warrants or other securities are issued, and shall become
          effective immediately after the record date for the determination of
          shareholders entitled to receive such rights, options, warrants or
          other securities.

               c. SUBSCRIPTION RIGHTS. If the Company, at any time while this
          Warrant is outstanding, shall fix a record date for the distribution,
          to holders of its Common Stock, of any cash or other assets, evidence
          of its indebtedness, or rights, options, warrants or other security
          entitling them to subscribe for or purchase, convert to, exchange for
          or


                                     Page 6

<PAGE>


          otherwise acquire any security (excluding those referred to in
          paragraphs 7(a) and (b) above), then in each such case the Exercise
          Price at which this Warrant shall thereafter be exercisable shall be
          determined by multiplying the Exercise Price in effect immediately
          prior to such record date by a fraction, the numerator of which shall
          be the Per Share Market Value 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 Board of Directors in good
          faith, and the denominator of which shall be the Exercise Price as of
          such record date; PROVIDED, HOWEVER, that in the event of a
          distribution exceeding ten percent (10%) of the net assets of the
          Company, such fair market value shall be determined by an Appraiser
          selected in good faith by the registered owners of a majority of the
          Warrants and Warrant Shares then outstanding; and PROVIDED, FURTHER,
          that the Company, after receipt of the determination by such Appraiser
          shall have the right to select in good faith an additional Appraiser
          meeting the same qualifications, in which case the fair market value
          shall be equal to the average of the determinations by each such
          Appraiser. Such adjustment shall be made whenever any such
          distribution is made and shall become effective immediately after the
          record date mentioned above.

               d. ROUNDING. All calculations under this Section 7 shall be made
          to the nearest cent or the nearest l/l00th of a share, as the case may
          be.

               e. NOTICE OF ADJUSTMENT. Whenever the Exercise Price is adjusted
          pursuant to this Section 7 the Company shall promptly deliver to the
          Registered Owner a notice setting forth the Exercise Price after such
          adjustment and setting forth a brief statement of the facts requiring
          such adjustment. Such notice shall be signed by the chairman,
          president or chief financial officer of the Company.

               f. 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
          shares so owned or held shall be considered an issue or sale of Common
          Stock by the Company.

               g. CHANGE OF CONTROL; COMPULSORY SHARE EXCHANGE. In case of (A)
          any Change of Control Transaction or (B) any compulsory share exchange
          pursuant to which the Common Stock is converted into other securities,
          cash or property (each, an "EVENT"), lawful provision shall be made so
          that the Registered Owner shall have the right thereafter to exercise
          this Warrant for shares of stock and other securities, cash and
          property receivable upon or deemed to be held by holders of Common
          Stock following such Event, and the Registered Owner shall be entitled
          upon such Event to receive such amount of shares of stock and other
          securities, cash or property as the shares of the Common Stock of the
          Company into which this Warrant could have been exercised immediately
          prior to such Event (without taking into account any limitations or
          restrictions on the exercisability of this Warrant) would have been
          entitled; PROVIDED, HOWEVER, that in the case of a transaction
          specified in (A), above, in which holders of the Company's Common
          Stock receive cash, the Registered Owner shall have the right to
          exercise the Warrant for such number of shares of the surviving
          company equal to the amount of cash into which this Warrant is then
          exercisable, divided by the fair market


                                     Page 7

<PAGE>


          value of the shares of the surviving company on the effective date of
          such Event. The terms of any such Event shall include such terms so as
          to continue to give to the Registered Owner the right to receive the
          securities, cash or property set forth in this Section 7(g) upon any
          exercise or redemption following such Event, and, in the case of an
          Event specified in (A), above, the successor corporation or other
          entity (if other than the Company) resulting from such reorganization,
          merger or consolidation, or the person acquiring the properties and
          assets, or such other controlling corporation or entity as may be
          appropriate, shall expressly assume the obligation to deliver the
          securities or other assets which the Registered Owner is entitled to
          receive hereunder. The provisions of this Section 7(g) shall similarly
          apply to successive Events.

               h. ISSUANCE'S BELOW EXERCISE PRICE. If the Company, at any time
          while this Warrant is outstanding:

                    (i) issues or sells, or is deemed to have issued or sold,
               any Common Stock (other than Excluded Securities);

                    (ii) in any manner grants, issues or sells any rights,
               options, warrants, options to subscribe for or to purchase Common
               Stock or any stock or other securities convertible into or
               exchangeable for Common Stock (other than any Excluded
               Securities) (such rights, options or warrants being herein called
               "OPTIONS" and such convertible or exchangeable stock or
               securities being herein called "CONVERTIBLE SECURITIES"); or

                    (iii) in any manner issues or sells any Convertible
               Securities (other than Excluded Securities);

          for (a) with respect to paragraph (h)(i), above, a price per share, or
          (b) with respect to paragraphs h(ii) or h(iii), above, a price per
          share for which Common Stock issuable upon the exercise of such
          Options or upon conversion or exchange of such Convertible Securities
          is, less than the Exercise Price in effect immediately prior to such
          issuance or sale, then, immediately after such issuance, sale or
          grant, the Exercise Price shall be reduced to the amount determined by
          dividing (1) the sum of (x) the product derived by multiplying the
          Exercise Price in effect immediately prior to such issue or sale by
          the number of shares of Common Stock Deemed Outstanding immediately
          prior to such issue or sale, plus (y) the consideration, if any,
          received or deemed to have been received by the Company upon such
          issue or sale, by (2) the number of shares of Common Stock Deemed
          Outstanding immediately after such issue or sale. No modification of
          the issuance terms shall be made upon the actual issuance of such
          Common Stock upon conversion or exchange of such Options or
          Convertible Securities. If there is a change at any time in (i) the
          exercise price provided for in any Options, (ii) the additional
          consideration, if any, payable upon the issuance, conversion or
          exchange of any Convertible Securities or (iii) the rate at which any
          Convertible Securities are convertible into or exchangeable for Common
          Stock, then immediately after such change the Exercise Price shall be
          adjusted to an Exercise Price which would have been in effect at such
          time had such Options or Convertible Securities still outstanding
          provided for such changed exercise price, additional consideration or
          changed conversion rate, as the case


                                     Page 8

<PAGE>


          may be, at the time initially granted, issued or sold; PROVIDED, that
          no adjustment shall be made if such adjustment would result in an
          increase of the Exercise Price then in effect.

               i. EFFECT ON EXERCISE PRICE OF CERTAIN EVENTS. For purposes of
          determining the adjusted Exercise Price under Section 7(h), the
          following shall be applicable:

                    (i) CALCULATION OF CONSIDERATION RECEIVED. If any Common
               Stock, Options or Convertible Securities are issued or sold or
               deemed to have been issued or sold for cash, the consideration
               received therefor will be deemed to be the net amount received by
               the Company therefor, without deducting any expenses paid or
               incurred by the Company or any commissions or compensation paid
               or concessions or discounts allowed to underwriters, dealers or
               others performing similar services in connection with such issue
               or sale. In case any Common Stock, Options or Convertible
               Securities are issued or sold for a consideration other than
               cash, the amount of the consideration other than cash received by
               the Company will be the fair value of such consideration, except
               where such consideration consists of securities listed or quoted
               on a national securities exchange or national quotation system,
               in which case the amount of consideration received by the Company
               will be the arithmetic average of the closing sale price of such
               security for the five (5) consecutive Trading Days immediately
               preceding the date of receipt thereof. In case any Common Stock,
               Options or Convertible Securities are issued to the owners of the
               nonsurviving entity in connection with any merger in which the
               Company is the surviving entity, the amount of consideration
               therefor will be deemed to be the fair value of such portion of
               the net assets and business of the nonsurviving entity as is
               attributable to such Common Stock, Options or Convertible
               Securities, as the case may be. The fair value of any
               consideration other than cash or securities listed or quoted on a
               national securities exchange or national quotation system will be
               determined jointly by the Company and the registered owners of a
               majority of the Warrant Shares and Warrants then outstanding. If
               such parties are unable to reach agreement within ten (10) days
               after the occurrence of an event requiring valuation (the
               "VALUATION EVENT"), the fair value of such consideration will be
               determined within fortyeight (48) hours of the tenth (10th) day
               following the Valuation Event by an Appraiser selected in good
               faith by the Company and agreed upon in good faith by the
               registered owners of a majority of the Warrant Shares and
               Warrants then outstanding. The determination of such Appraiser
               shall be binding upon all parties absent manifest error.

                    (ii) INTEGRATED TRANSACTIONS. In case any Option is issued
               in connection with the issue or sale of other securities of the
               Company, together comprising one integrated transaction in which
               no specific consideration is allocated to such Options by the
               parties thereto, the Options will be deemed to have been issued
               for an aggregate consideration of $.001.

                    (iii) RECORD DATE. If the Company takes a record of the
               holders of Common Stock for the purpose of entitling them (a) to
               receive a dividend or other distribution payable in Common Stock,
               Options or in Convertible Securities or (b) to subscribe for or
               purchase Common Stock, Options or Convertible Securities, then
               such record


                                     Page 9

<PAGE>


               date will 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.

                    (iv) OTHER EVENTS. If any event occurs that would adversely
               affect the rights of the Registered Owner of this Warrant but is
               not expressly provided for by Section 7 hereof (including,
               without limitation, the granting of stock appreciation rights,
               phantom stock rights or other rights with equity features), then
               the Company's Board of Directors will make an appropriate
               adjustment in the Exercise Price so as to protect the rights of
               the Registered Owner; PROVIDED, HOWEVER, that no such adjustment
               will increase the Exercise Price.

               j. NOTICE OF CERTAIN EVENTS. If:

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

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

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

                    (iv) the approval of any shareholders 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 or involuntary
               dissolution, liquidation or winding up of the affairs of the
               Company;

          then the Company shall cause to be filed at each office or agency
          maintained for the purpose of exercise of this Warrant, and shall
          cause to be delivered to the Registered Owner, at least thirty (30)
          calendar days prior to the applicable record or effective date
          hereinafter specified, a notice (provided such notice shall not
          include any material nonpublic information) stating (a) 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 (b) 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 or share exchange; provided,
          HOWEVER, that the failure to mail such


                                    Page 10

<PAGE>


          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. Nothing herein shall prohibit the Registered Owner
          from exercising this Warrant during the 30day period commencing on the
          date of such notice.

               k. INCREASE IN EXERCISE PRICE. In no event shall any provision in
          this Section 7 cause the Exercise Price to be greater than the
          Exercise Price on the date of issuance of this Warrant.

         8. MANDATORY EXERCISE. If, at any time after the Initial Registration
Statement has been declared effective, the Per Share Market Value equals or
exceeds $10.00 (the "MANDATORY EXERCISE PRICE") for any period of twenty (20)
consecutive Trading Days (the "MANDATORY EXERCISE PERIOD"), then so long as (i)
any Registration Statement (including the Initial Registration Statement)
required to be effective pursuant to the Registration Rights Agreement is then
in effect, (ii) the Company has a sufficient number of authorized shares of
Common Stock reserved for issuance upon full exercise of the Warrants and (iii)
the Company is not, and during the Mandatory Exercise Period has not been, in
breach of Section 6 hereof, the Registered Owner shall be required to exercise
this Warrant in full (the "MANDATORY EXERCISE") in accordance with the
provisions of Section 6 hereof. This Warrant shall be exercised pursuant to the
Mandatory Exercise on no later than the third (3rd) Business Day following the
Mandatory Exercise Period.

         9. RESTRICTION ON EXERCISE BY EITHER THE REGISTERED OWNER OR THE
COMPANY. Notwithstanding anything herein to the contrary, and except as provided
in Section 8 hereof, in no event shall the Registered Owner or the Company have
the right or be required to exercise this Warrant if as a result of such
exercise the aggregate number of shares of Common Stock beneficially owned by
such Registered Owner and its Affiliates would exceed 9.99% of the outstanding
shares of the Common Stock following such exercise. For purposes of this Section
9, beneficial ownership shall be calculated in accordance with Section 13(d) of
the Securities Exchange Act of 1934, as amended. The provisions of this Section
9 may be waived by a Registered Owner as to itself (and solely as to itself)
upon not less than 65 days prior written notice to the Company, and the
provisions of this Section 9 shall continue to apply until such 65th day (or
later, if stated in the notice of waiver).

         10. REGISTRATION ON COMPANY BOOKS. This Warrant shall be numbered and
shall be registered upon issuance in a warrant register maintained by the
Company. The Company may deem and treat the Registered Owner of this Warrant as
the absolute owner thereof, unless the Registered Owner shall have presented
this Warrant to the Company for transfer and the transferee shall have been
entered in the register as a subsequent holder. The ownership of this Warrant
shall be proven by such register, absent manifest error.

         11. REGISTRATION RIGHTS. The Company will undertake the registration of
the Common Stock into which this Warrant is exercisable at such times and upon
such terms pursuant to the provisions of the Registration Rights Agreement.

         12. RESERVATION OF WARRANT SHARES; LISTING. The Company covenants that
it will at all times reserve and keep available out of its authorized shares of
Common Stock, free from preemptive rights, solely for the purpose of issue upon
exercise of this Warrant as herein


                                    Page 11

<PAGE>


provided, such number of shares of the Common Stock as shall then be issuable
upon the exercise of all outstanding Warrants into Common Stock. The Company
shall promptly secure the listing of the shares of Common Stock issuable upon
exercise of this Warrant upon each national securities exchange or automated
quotation system upon which shares of Common Stock are then listed (subject to
official notice of issuance upon exercise of this Warrant) and shall maintain,
so long as any other shares of Common Stock shall be so listed, such listing of
all shares of Common Stock from time to time issuable upon the exercise of this
Warrant.

         13. NOTICES. Any notice or other communication required or permitted to
be given hereunder shall be in writing and shall be deemed to have been received
(a) upon hand delivery (receipt acknowledged) or delivery by telex (with correct
answer back received), telecopy or facsimile (with transmission confirmation
report) at the address or number designated below (if received by 5:00 p.m.
Eastern time where such notice is to be received), or the first Business Day
following such delivery (if received after 5:00 p.m. Eastern time where such
notice is to be received) or (b) on the second Business Day following the date
of mailing by express courier service, fully prepaid, addressed to such address,
or upon actual receipt of such mailing, whichever shall first occur. The
addresses for such communications are (i) if to the Company or the Company's
transfer agent to the address set forth in the Purchase Agreement (with copies
to the Company's counsel), and (ii) if to the Registered Owner to the addresses
set forth on the Purchase Agreement (with copies to the Registered Owner's
counsel) or such other address as may be designated in writing hereafter, in the
same manner, by such person.

         14. COMPLIANCE WITH GOVERNMENTAL REQUIREMENTS. The Company covenants
that if any shares of Common Stock required to be reserved for purposes of
exercise of this Warrant require registration with or approval of any
governmental authority under any federal or state law, or any national
securities exchange, before such shares may be issued upon exercise, the Company
will use its best efforts to cause such shares to be duly registered or
approved, as the case may be.

         15. FRACTIONAL SHARES. Upon any exercise hereunder, the Company shall
not be required to issue stock certificates representing fractions of shares of
the Common Stock, but may if otherwise permitted make a cash payment in respect
of any final fraction of a share based on the Per Share Market Value at such
time. If the Company elects not, or is unable, to make such a cash payment, the
Registered Owner shall be entitled to receive, in lieu of the final fraction of
a share, one whole share of Common Stock.

         16. PAYMENT OF TAX UPON ISSUE OF TRANSFER. The issuance of certificates
for shares of the Common Stock upon exercise of this Warrant shall be made
without charge to the Registered Owner hereof for any documentary stamp or
similar taxes that may be payable in respect of the issue or delivery of such
certificate, provided that the Company shall not be required to pay any tax that
may be payable in respect of any transfer involved in the issuance and delivery
of any such certificate upon exercise in a name other than that of the
Registered Owner of this Warrant and the Company shall not be required to issue
or deliver such certificates unless or until the person or persons requesting
the issuance thereof shall have paid to the Company the amount of such tax or
shall have established to the satisfaction of the Company that such tax has been
paid.


                                    Page 12

<PAGE>


         17. WARRANTS OWNED BY COMPANY DEEMED NOT OUTSTANDING. In determining
whether the holders of the outstanding Warrants have concurred in any direction,
consent or waiver under this Warrant, warrants which are owned by the Company or
any other obligor on the warrants shall be disregarded and deemed not to be
outstanding for the purpose of any such determination; PROVIDED, that any
Warrants owned by the Registered Owner shall be deemed outstanding for purposes
of making such a determination.

         18. EFFECT OF HEADINGS. The section headings herein are for convenience
only and shall not affect the construction hereof.

         19. NO RIGHTS AS STOCKHOLDER. This Warrant shall not entitle the
Registered Owner to any rights as a stockholder of the Company, including
without limitation, the right to vote, to receive dividends and other
distributions, or to receive notice of, or to attend, meetings of stockholders
or any other proceedings of the Company, unless and to the extent exercised into
shares of Common Stock in accordance with the terms hereof.

         20. CERTAIN ACTIONS PROHIBITED. The Company will not, by amendment of
its charter or through any reorganization, transfer of assets, consolidation,
merger, dissolution, issue or sale of securities, or any other voluntary action,
avoid or seek to avoid the observance or performance of any of the terms to be
observed or performed by it hereunder, but will at all times in good faith
assist in the carrying out of all the provisions of this Warrant and in the
taking of all such action as may reasonably be requested by the Registered Owner
in order to protect the exercise privilege of the Registered Owner against
dilution or other impairment, consistent with the tenor and purpose of this
Warrant. Without limiting the generality of the foregoing, the Company (i) will
not increase the par value of any shares of Common Stock receivable upon the
exercise of this Warrant and (ii) will take all such actions as may be necessary
or appropriate in order that the Company may validly and legally issue fully
paid and nonassessable shares of Common Stock upon the exercise of this Warrant.

         21. SHAREHOLDER RIGHTS PLAN. In the event that the Company shall
distribute "poison pill" rights pursuant to a "poison pill" shareholder rights
plan (the "RIGHTS"), the Company shall, in lieu of making any adjustment
pursuant to Section 7 hereof, make proper provision so that each Registered
Owner who exercises this Warrant after the record date for such distribution and
prior to the expiration or redemption of the Rights shall be entitled to receive
upon such exercise, in addition to the shares of Common Stock issuable upon such
exercise, a number of Rights to be determined as follows: (i) if such exercise
occurs on or prior to the date for the distribution to the holders of Rights of
separate certificates evidencing such Rights (the "DISTRIBUTION DATE"), the same
number of Rights to which a holder of a number of shares of Common Stock equal
to the number of shares of Common Stock issuable upon such exercise at the time
of such exercise would be entitled in accordance with the terms and provisions
of and applicable to the Rights; and (ii) if such exercise occurs after the
Distribution Date, the same number of Rights to which a holder of the number of
shares into which this Warrant was exercisable immediately prior to the
Distribution Date would have been entitled on the Distribution Date, in
accordance with the terms and provisions of such Rights, and in each case
subject to the terms and conditions of the Rights.


                                    Page 13

<PAGE>


         22. SUCCESSORS AND ASSIGNS. This Warrant shall be binding upon and
inure to the benefit of the Registered Owners and its assigns, and shall be
binding upon any entity succeeding to the Company by merger or acquisition of
all or substantially all the assets of the Company. The Company may not assign
this Warrant or any rights or obligations hereunder without the prior written
consent of the Registered Owner. The Registered Owner may assign this Warrant
without the prior written consent of the Company.

         23. GOVERNING LAW. This Warrant shall be governed by and construed and
enforced in accordance with the internal laws of the State of New York without
regard to the principles of conflicts of law thereof. Each party hereby
irrevocably submits to the nonexclusive jurisdiction of the State and Federal
courts sitting in the County of Los Angeles, 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, that such suit, action or proceeding is
improper. Each party hereby irrevocably waives personal service of process and
consents to process being served in any such suit, action or proceeding by
mailing a copy thereof to such party at the address for such notices to it under
this Warrant 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.
EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO
REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN
CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION
CONTEMPLATED HEREBY.

         24. REMEDIES. In the event of a breach by the Company of any of its
obligations under this Warrant, the Registered Owner, in addition to being
entitled to exercise all rights granted by law and under the Purchase Agreement,
including recovery of damages, will be entitled to specific performance of its
rights under this Warrant. The Company agrees that monetary damages would not
provide adequate compensation for any losses incurred by reason of a breach by
it of any of the provisions of this Warrant and hereby further agree that, in
the event of any action for specific performance in respect of such breach, it
shall waive the defense that a remedy at law would be adequate.

         25. MUTILATED OR MISSING WARRANTS. In case this Warrant shall be
mutilated, lost, stolen or destroyed, the Company, upon request of the
Registered Owner, shall issue and deliver in exchange and substitution for and
upon cancellation of such mutilated Warrant (upon surrender thereof), or in the
event that this Warrant is lost, stolen or destroyed, a new Warrant of like
tenor and representing an equivalent right or interest upon any indemnification
undertaking by the Registered Owner to the Company in customary form as
reasonably required by the Company.


                                    Page 14

<PAGE>



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

                                      NETCURRENTS, INC.

                                      By:    /S/ IRWIN MEYER
                                         ---------------------------
                                      Name:  Irwin Meyer
                                      Title: Chief Executive Officer


<PAGE>


                                    EXHIBIT A

                              WARRANT EXERCISE FORM

TO:      NETCURRENTS, INC.

         The undersigned hereby: (1) irrevocably subscribes for and offers to
purchase _______ shares of Common Stock of NetCurrents, Inc., pursuant to
Warrant No. ___ heretofore issued to ___________________ on ____________, ____ ;
(2) encloses either (a) a cash payment of $__________ or (b) a Warrant
representing _____ shares of Common Stock valued at the Per Share Market Price
of $ _____ on ________, ____, for these shares at a price of $____ per share (as
adjusted pursuant to the provisions of the Warrant); and (3) requests that a
certificate for the shares be issued in the name of the undersigned, or the
undersigned's designee, and delivered to the undersigned, or the undersigned's
designee, at the address specified below.

                  Date:                                ______________________

                  Investor Name:                       ______________________

                  Taxpayer Identification Number:      ______________________

                  By:                                  ______________________

                  Printed Name:                        ______________________

                  Title:                               ______________________

                  Address:                             ______________________


                  Cashless Exercise (Y or N)*:         ___________

                  Note: The above signature should correspond exactly with the
                  name on the face of this Warrant Certificate or with the name
                  of assignee appearing in assignment form below.

AND, if said number of shares shall not be all the shares purchasable under the
within Warrant, a new Warrant Certificate is to be issued in the name of said
undersigned for the balance remaining of the shares purchasable thereunder less
any fraction of a share paid in cash and delivered to the address stated above.

- -----------------------------
* Subject to certain conditions. See Section 6(b) of the Warrant.


                                  EXHIBIT 4.5

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED WITH THE SECURITIES
AND EXCHANGE COMMISSION IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER
THE 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,
OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT.

THIS SECURITIES REPRESENTED HEREBY ARE NOT EXERCISABLE AT ANY TIME PRIOR TO THAT
DAY WHEN THE CONDITIONS SET FORTH IN SECTION 2 HEREOF HAVE BEEN SATISFIED.

MARCH 3, 2000

408,100 shares                                                  Warrant No. C-2



                                NETCURRENTS, INC.
                             STOCK PURCHASE WARRANT

Registered Owner:  BROWN SIMPSON STRATEGIC GROWTH FUND, L.P.

         This certifies that, for value received, NetCurrents, Inc., a Delaware
corporation (the "COMPANY"), grants the following rights to the Registered
Owner, or assigns, of this Warrant:

         1. DEFINITIONS. Capitalized terms used herein and not otherwise defined
herein shall have the meanings given to such terms in the Purchase Agreement. As
used in this Warrant, the following terms have the following meanings:

         "AFFILIATE" means, with respect to any Person, any other Person that
directly or indirectly controls or is controlled by or under direct or indirect
common control with such Person. For the purposes of this definition, "control,"
when used with respect to any Person, means the possession, directly or
indirectly, of the power to direct or cause the direction of the management and
policies of such Person, whether through the ownership of voting securities, by
contract or otherwise; and the terms of "affiliated," "controlling" and
"controlled" have meanings correlative to the foregoing.

         "APPRAISER" means a nationally recognized or major regional investment
banking firm.

         "APPROVED STOCK PLAN" means any contract, plan or agreement, as amended
from time to time, which has been approved by the Board of Directors of the
Company or any committee thereof, pursuant to which the Company's securities may
be issued to any employee, officer,


<PAGE>


director or consultant; PROVIDED, that such issuance or issuances shall not
exceed 35% of the Company's outstanding Common Stock on the date thereof.

         "BUSINESS DAY" means any day except Saturday, Sunday and any day which
shall be a legal holiday or a day on which banking institutions in the state of
New York or California generally are authorized or required by law or other
government actions to close.

         "CHANGE OF CONTROL TRANSACTION" means the occurrence of any of (i) any
acquisition or series of related acquisitions by an individual or legal entity
or "group" (as described in Section 13(d)(3) of the Exchange Act) of in excess
of 50% of the voting power of the Company, (ii) a replacement of more than
one-half of the members of the Company's board of directors which is not
approved by a majority of those individuals who are members of the board of
directors on the date hereof, or their duly elected successors who are directors
immediately prior to such transaction(s), in one or a series of related
transactions, (iii) the merger or consolidation of the Company with or into
another entity, unless the holders of the Company's securities immediately prior
to such transaction or series of transactions continue to hold at least 50% of
such securities following such transaction or series of transactions, (iv) a
sale, conveyance, lease, transfer or disposition of all or substantially all of
the assets of the Company in one or a series of related transactions or (v) the
execution by the Company of an agreement to which the Company is a party or by
which it is bound, providing for any of the events set forth above in (i), (ii),
(iii) or (iv).

         "CLOSING" and "CLOSING DATE" have the meanings set forth in Section 1.2
of the Purchase Agreement.

         "COMMON STOCK" means the shares of the Company's Common Stock, par
value $.001 per share.

         "COMMON STOCK DEEMED OUTSTANDING" means, at any given time, the sum of
the number of shares of Common Stock actually outstanding at such time plus the
number of shares of Common Stock issuable upon the exercise of all options,
rights and warrants and the conversion or exchange of convertible or
exchangeable securities outstanding at such time, whether or not such options,
rights, or warrants, or convertible or exchangeable securities are actually
exercisable, convertible or exchangeable at such time.

         "COMPANY" means NetCurrents, Inc., a Delaware corporation.

         "EXCLUDED SECURITIES" means (i) shares of Common Stock issued or
issuable pursuant to the Purchase Agreement and the Warrants, (ii) shares of
Common Stock deemed to have been issued by the Company in connection with an
Approved Stock Plan, (iii) shares of Common Stock (including options and
warrants) issuable upon the exercise of any options or warrants outstanding on
the date hereof and included in Schedule 2.1(c) of the Purchase Agreement, (iv)
shares of Common Stock issued or deemed to be issued by the Company in
connection with a strategic acquisition by the Company of the assets or
business, or division thereof, of another Person or (v) shares of Common Stock
issued or deemed issued upon conversion of any convertible securities of the
Company outstanding on the date hereof and included in Schedule 2.1(c) of the
Purchase Agreement.


                                     Page 2

<PAGE>


         "EXERCISE PERIOD" has the meaning assigned to it in Section 5 hereof.

         "EXERCISE PRICE" has the meaning assigned to it in Section 4 hereof.

         "INITIAL REGISTRATION STATEMENT" has the meaning set forth in the
Registration Rights Agreement.

         "MANDATORY EXERCISE" has the meaning assigned to it in Section 8
hereof.

         "MANDATORY EXERCISE PERIOD" has the meaning assigned to it in Section 8
hereof.

         "MANDATORY EXERCISE PRICE" has the meaning assigned to it in Section 8
hereof.

         "NASDAQ" means the SmallCap Market System of the NASDAQ Stock Market.

         "PER SHARE MARKET VALUE" means on any particular date (i) the closing
bid price per share of the Common Stock on such date on the NASDAQ or other
Subsequent Market on which the Common Stock is then listed, or if there is no
such price on such date, then the closing bid price on such exchange or
quotation system on the date nearest preceding such date, or (ii) if the Common
Stock is not listed then on the NASDAQ or other Subsequent Market, the closing
bid price for a share of Common Stock in the over-the-counter market, as
reported by the National Quotation Bureau Incorporated (or similar organization
or agency succeeding to its functions of reporting prices) at the close of
business on such date, or (iii) if the Common Stock is not then publicly traded
the fair market value of a share of Common Stock as determined by an Appraiser
selected in good faith by the Company; PROVIDED, HOWEVER, that the registered
owners of a majority of the Warrant Shares and Warrants then outstanding, after
receipt of the determination by such Appraiser, shall have the right to select,
in good faith, an additional Appraiser, in which case the fair market value
shall be equal to the average of the determinations by each such Appraiser; and
PROVIDED, FURTHER that all determinations of the Per Share Market Value shall be
appropriately adjusted for any stock dividends, stock splits or other similar
transactions during such period.

         "PERSON" means an individual or a corporation, partnership, trust,
incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or political subdivision
thereof) or other entity of any kind.

         "PURCHASE AGREEMENT" means that certain Securities Purchase Agreement,
dated as of March 3, 2000, among the Company and the Purchasers.

         "PURCHASER" or "PURCHASERS" has the meaning set forth in the Purchase
Agreement.

         "REGISTERED OWNER" means the person identified on the face of this
Warrant as the registered owner hereof or their assigns.


                                     Page 3

<PAGE>


         "REGISTRATION RIGHTS AGREEMENT" means that certain Registration Rights
Agreement, dated as of March 3, 2000, among the Company and the Purchasers.

         "REGISTRATION STATEMENT" has the meaning set forth in the Registration
Rights Agreement.

         "SERIES A WARRANTS" means the Series A Warrants issued to the
Registered Owner pursuant to the Purchase Agreement.

         "SERIES B WARRANTS" means the Series B Warrants issued to the
Registered Owner pursuant to the Purchase Agreement.

         "SUBSEQUENT MARKET" means the New York Stock Exchange, the NASDAQ
National Market or the American Stock Exchange.

          "TRADING DAY(S)" means any day on which the primary market on which
shares of Common Stock are listed is open for trading.

         "WARRANT(S)" means the warrants issuable at the Closing, including this
Warrant.

         "WARRANT SHARES" has the meaning assigned to it in Section 3 hereof.

         2. ISSUE. Upon tender to the Company pursuant to Section 6 hereof, the
Company, within three (3) Business Days of the date thereof, shall issue to the
Registered Owner, or its designee, up to the number of shares specified in
Section 3 hereof of fully paid and nonassessable shares of Common Stock that the
Registered Owner, or assigns, is otherwise entitled to purchase; PROVIDED,
HOWEVER, that this Warrant shall not be exercisable until the conditions which
cause a mandatory exercise with respect to the Series B Warrants have been
satisfied.

         3. NUMBER OF SHARES. The total number of shares of Common Stock that
the Registered Owner, or assigns, of this Warrant is entitled to receive upon
exercise of this Warrant is 408,100 shares (the "WARRANT SHARES"), subject to
adjustment from time to time as provided herein and subject to adjustment for
any stock dividends, stock splits or other similar transactions after the
issuance of the Series A Warrants and the Series B Warrants prior to the
Exercise Period hereof. The Company shall at all times reserve and hold
available out of its authorized and unissued shares of Common Stock or other
securities, as the case may be, sufficient shares of Common Stock to satisfy all
conversion, exercise and purchase rights represented by outstanding convertible
securities, options and warrants, including this Warrant. The Company covenants
and agrees that all shares of Common Stock that may be issued upon the exercise
of this Warrant (if exercised in accordance with Section 6 hereof) shall, upon
issuance, be duly and validly issued, fully paid and nonassessable, free from
all taxes, liens and charges with respect to the purchase and the issuance of
the shares, shall not have any legend or restrictions on resale, except as
required by Section 3.2(b) of the Purchase Agreement and, subsequent to the
effectiveness of the Registration Statement (as defined in the Registration
Rights Agreement), shall be freely tradable.

         4. EXERCISE PRICE. The initial per share exercise price of this
Warrant, representing the price per share at which each share of Common Stock
issuable upon exercise of this Warrant


                                     Page 4

<PAGE>


may be purchased, is $9.00, subject to adjustment from time to time pursuant to
the provisions of Section 7 hereof (the "EXERCISE PRICE").

         5. EXERCISE PERIOD. This Warrant may be exercised, in whole or in part,
from the date of the mandatory exercise of the Series B Warrants until the fifth
anniversary thereof (5 years less 1 day) (the "EXERCISE Period"). If not
exercised during this period, this Warrant and all rights granted under this
Warrant shall expire and lapse.

         6. TENDER; ISSUANCE OF CERTIFICATES.

               a. This Warrant may be exercised, in whole or in part, by (a)
          delivery of the applicable Exercise Price for the number of Warrant
          Shares in respect of which this Warrant is exercisable, (b) delivery
          of a duly executed Warrant Exercise Form, a copy of which is attached
          to this Warrant as EXHIBIT A, properly executed by the Registered
          Owner, or assigns, of this Warrant and (c) surrender of this Warrant.
          The number of Warrant Shares so purchased shall be designated on the
          Warrant Exercise Form and shall be deemed to be issued to the
          Registered Owner as of the close of business on the date on which this
          Warrant shall have been surrendered, the completed Warrant Exercise
          Form shall have been delivered and payment shall have been made for
          such shares as set forth above. The payment and Warrant Exercise Form
          must be delivered to the registered office of the Company or of the
          Company's transfer agent, either in person or as set for in Section 13
          hereof.

               b. Commencing on the first day that the Securities and Exchange
          Commission declares effective the Initial Registration Statement (as
          defined in the Registration Rights Agreement), if, and only if, at the
          time of exercise of this Warrant, the Warrant Shares are not saleable
          pursuant to an effective registration statement, then in addition to
          the exercise of all or a part of this Warrant by payment of the
          Exercise Price in cash as provided above, and in lieu of such payment,
          the Registered Owner shall have the right to effect a cashless
          exercise (a "CASHLESS EXERCISE"). In the event of a Cashless Exercise
          the Registered Owner may exercise this Warrant in whole or in part by
          surrendering this Warrant in exchange for the number of shares of
          Common Stock equal to the product of (i) the number of shares as to
          which this Warrant is being exercised multiplied by (ii) a fraction,
          the numerator of which is the Per Share Market Value on such date less
          the Exercise Price then in effect and the denominator of which is the
          Per Share Market Value on such date (in each case adjusted for
          fractional shares as herein provided).

               c. In lieu of physical delivery of this Warrant, provided the
          Company's transfer agent is participating in the Depositary Trust
          Company ("DTC") Fast Automated Securities Transfer (FAST) program,
          upon request of the Registered Owner and in compliance with the
          provisions hereof, the Company shall use its best efforts to cause its
          transfer agent to electronically transmit the Warrant Shares to the
          Registered Owner by crediting the account of the Registered Owner's
          Prime Broker with DTC through its Deposit Withdrawal Agent Commission
          system. The time period for delivery described herein shall apply to
          any such electronic transmittals.


                                     Page 5

<PAGE>


               d. Certificates for the Warrant Shares so purchased, representing
          the aggregate number of shares specified in the Warrant Exercise Form,
          and any cash payments due under Section 15 hereof shall be delivered
          to the Registered Owner, or its designee, within three (3) Business
          Days after this Warrant shall have been so exercised. The certificates
          so delivered shall be in such denominations as may be requested by the
          Registered Owner and shall be registered in the name of the Registered
          Owner or such other name as shall be designated by such Registered
          Owner. If this Warrant shall have been exercised only in part then,
          unless this Warrant has expired, the Company shall, at its expense and
          at the time of delivery of such certificates, deliver to the
          Registered Owner a new Warrant representing the number of shares with
          respect to which this Warrant shall not then have been exercised.

         7. ADJUSTMENT OF EXERCISE PRICE.

               a. COMMON STOCK DIVIDENDS; COMMON STOCK SPLITS; RECLASSIFICATION.
          If the Company, at any time while this Warrant is outstanding, (a)
          shall pay a stock dividend on its Common Stock, (b) subdivide
          outstanding shares of Common Stock into a larger number of shares or
          (c) issue by reclassification of shares of Common Stock any shares of
          capital stock of the Company, then (i) the Exercise Price shall be
          multiplied by a fraction, the numerator of which shall be the number
          of shares of Common Stock outstanding before such event and the
          denominator of which shall be the number of shares of Common Stock
          outstanding after such event and (ii) the number of Warrant Shares
          shall be multiplied by a fraction, the numerator of which shall be the
          number of shares of Common Stock outstanding immediately after such
          event and the denominator of which shall be the number of shares of
          Common Stock outstanding immediately prior to such event. Any
          adjustment made pursuant to this paragraph 7(a) shall become effective
          immediately after the record date for the determination of
          shareholders entitled to receive such dividend or distribution or, in
          the case of a subdivision or re-classification, shall become effective
          immediately after the effective date thereof.

               b. RIGHTS; OPTIONS; WARRANTS OR OTHER SECURITIES. If the Company,
          at any time while this Warrant is outstanding, shall fix a record date
          for the issuance of rights, options, warrants or other securities to
          the holders of its Common Stock entitling them to subscribe for or
          purchase, convert to, exchange for or otherwise acquire shares of
          Common Stock for no consideration or at a price per share less than
          the Exercise Price, the Exercise Price shall be multiplied by a
          fraction, the numerator of which shall be the number of shares of
          Common Stock outstanding immediately prior to such issuance or sale
          plus the number of shares of Common Stock which the aggregate
          consideration received by the Company would purchase at the Exercise
          Price, and the denominator of which shall be the number of shares of
          Common Stock outstanding immediately prior to such issuance date plus
          the number of additional shares of Common Stock offered for
          subscription, purchase, conversion, exchange or acquisition, as the
          case may be. Such adjustment shall be made whenever such rights,
          options, warrants or other securities are issued, and shall become
          effective immediately after the record date for the determination of
          shareholders entitled to receive such rights, options, warrants or
          other securities.


                                     Page 6

<PAGE>


               c. SUBSCRIPTION RIGHTS. If the Company, at any time while this
          Warrant is outstanding, shall fix a record date for the distribution,
          to holders of its Common Stock, of any cash or other assets, evidence
          of its indebtedness, or rights, options, warrants or other security
          entitling them to subscribe for or purchase, convert to, exchange for
          or otherwise acquire any security (excluding those referred to in
          paragraphs 7(a) and (b) above), then in each such case the Exercise
          Price at which this Warrant shall thereafter be exercisable shall be
          determined by multiplying the Exercise Price in effect immediately
          prior to such record date by a fraction, the numerator of which shall
          be the Per Share Market Value 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 Board of Directors in good
          faith, and the denominator of which shall be the Exercise Price as of
          such record date; PROVIDED, HOWEVER, that in the event of a
          distribution exceeding ten percent (10%) of the net assets of the
          Company, such fair market value shall be determined by an Appraiser
          selected in good faith by the registered owners of a majority of the
          Warrants and Warrant Shares then outstanding; and PROVIDED, FURTHER,
          that the Company, after receipt of the determination by such Appraiser
          shall have the right to select in good faith an additional Appraiser
          meeting the same qualifications, in which case the fair market value
          shall be equal to the average of the determinations by each such
          Appraiser. Such adjustment shall be made whenever any such
          distribution is made and shall become effective immediately after the
          record date mentioned above.

               d. ROUNDING. All calculations under this Section 7 shall be made
          to the nearest cent or the nearest l/l00th of a share, as the case may
          be.

               e. NOTICE OF ADJUSTMENT. Whenever the Exercise Price is adjusted
          pursuant to this Section 7 the Company shall promptly deliver to the
          Registered Owner a notice setting forth the Exercise Price after such
          adjustment and setting forth a brief statement of the facts requiring
          such adjustment. Such notice shall be signed by the chairman,
          president or chief financial officer of the Company.

               f. 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
          shares so owned or held shall be considered an issue or sale of Common
          Stock by the Company.

               g. CHANGE OF CONTROL; COMPULSORY SHARE EXCHANGE. In case of (A)
          any Change of Control Transaction or (B) any compulsory share exchange
          pursuant to which the Common Stock is converted into other securities,
          cash or property (each, an "EVENT"), lawful provision shall be made so
          that the Registered Owner shall have the right thereafter to exercise
          this Warrant for shares of stock and other securities, cash and
          property receivable upon or deemed to be held by holders of Common
          Stock following such Event, and the Registered Owner shall be entitled
          upon such Event to receive such amount of shares of stock and other
          securities, cash or property as the shares of the Common Stock of the
          Company into which this Warrant could have been exercised immediately
          prior to such Event (without taking into account any limitations or
          restrictions on the exercisability of this Warrant) would have been
          entitled; PROVIDED,


                                     Page 7

<PAGE>


          HOWEVER, that in the case of a transaction specified in (A), above, in
          which holders of the Company's Common Stock receive cash, the
          Registered Owner shall have the right to exercise the Warrant for such
          number of shares of the surviving company equal to the amount of cash
          into which this Warrant is then exercisable, divided by the fair
          market value of the shares of the surviving company on the effective
          date of such Event. The terms of any such Event shall include such
          terms so as to continue to give to the Registered Owner the right to
          receive the securities, cash or property set forth in this Section
          7(g) upon any exercise or redemption following such Event, and, in the
          case of an Event specified in (A), above, the successor corporation or
          other entity (if other than the Company) resulting from such
          reorganization, merger or consolidation, or the person acquiring the
          properties and assets, or such other controlling corporation or entity
          as may be appropriate, shall expressly assume the obligation to
          deliver the securities or other assets which the Registered Owner is
          entitled to receive hereunder. The provisions of this Section 7(g)
          shall similarly apply to successive Events.

               i. ISSUANCE'S BELOW EXERCISE PRICE. If the Company, at any time
          while this Warrant is outstanding:

                    (i) issues or sells, or is deemed to have issued or sold,
               any Common Stock (other than Excluded Securities);

                    (ii) in any manner grants, issues or sells any rights,
               options, warrants, options to subscribe for or to purchase Common
               Stock or any stock or other securities convertible into or
               exchangeable for Common Stock (other than any Excluded
               Securities) (such rights, options or warrants being herein called
               "OPTIONS" and such convertible or exchangeable stock or
               securities being herein called "CONVERTIBLE SECURITIES"); or

                    (iii) in any manner issues or sells any Convertible
               Securities (other than Excluded Securities);

          for (a) with respect to paragraph (h)(i), above, a price per share, or
          (b) with respect to paragraphs h(ii) or h(iii), above, a price per
          share for which Common Stock issuable upon the exercise of such
          Options or upon conversion or exchange of such Convertible Securities
          is, less than the Exercise Price in effect immediately prior to such
          issuance or sale, then, immediately after such issuance, sale or
          grant, the Exercise Price shall be reduced to the amount determined by
          dividing (1) the sum of (x) the product derived by multiplying the
          Exercise Price in effect immediately prior to such issue or sale by
          the number of shares of Common Stock Deemed Outstanding immediately
          prior to such issue or sale, plus (y) the consideration, if any,
          received or deemed to have been received by the Company upon such
          issue or sale, by (2) the number of shares of Common Stock Deemed
          Outstanding immediately after such issue or sale. No modification of
          the issuance terms shall be made upon the actual issuance of such
          Common Stock upon conversion or exchange of such Options or
          Convertible Securities. If there is a change at any time in (i) the
          exercise price provided for in any Options, (ii) the additional
          consideration, if any, payable upon the issuance, conversion or
          exchange of any Convertible Securities or (iii) the rate at which any
          Convertible Securities are convertible


                                     Page 8

<PAGE>


          into or exchangeable for Common Stock, then immediately after such
          change the Exercise Price shall be adjusted to an Exercise Price which
          would have been in effect at such time had such Options or Convertible
          Securities still outstanding provided for such changed exercise price,
          additional consideration or changed conversion rate, as the case may
          be, at the time initially granted, issued or sold; PROVIDED, that no
          adjustment shall be made if such adjustment would result in an
          increase of the Exercise Price then in effect.

               i. EFFECT ON EXERCISE PRICE OF CERTAIN EVENTS. For purposes of
          determining the adjusted Exercise Price under Section 7(h), the
          following shall be applicable:

                    (i) CALCULATION OF CONSIDERATION RECEIVED. If any Common
               Stock, Options or Convertible Securities are issued or sold or
               deemed to have been issued or sold for cash, the consideration
               received therefor will be deemed to be the net amount received by
               the Company therefor, without deducting any expenses paid or
               incurred by the Company or any commissions or compensation paid
               or concessions or discounts allowed to underwriters, dealers or
               others performing similar services in connection with such issue
               or sale. In case any Common Stock, Options or Convertible
               Securities are issued or sold for a consideration other than
               cash, the amount of the consideration other than cash received by
               the Company will be the fair value of such consideration, except
               where such consideration consists of securities listed or quoted
               on a national securities exchange or national quotation system,
               in which case the amount of consideration received by the Company
               will be the arithmetic average of the closing sale price of such
               security for the five (5) consecutive Trading Days immediately
               preceding the date of receipt thereof. In case any Common Stock,
               Options or Convertible Securities are issued to the owners of the
               non-surviving entity in connection with any merger in which the
               Company is the surviving entity, the amount of consideration
               therefor will be deemed to be the fair value of such portion of
               the net assets and business of the non-surviving entity as is
               attributable to such Common Stock, Options or Convertible
               Securities, as the case may be. The fair value of any
               consideration other than cash or securities listed or quoted on a
               national securities exchange or national quotation system will be
               determined jointly by the Company and the registered owners of a
               majority of the Warrant Shares and Warrants then outstanding. If
               such parties are unable to reach agreement within ten (10) days
               after the occurrence of an event requiring valuation (the
               "VALUATION EVENT"), the fair value of such consideration will be
               determined within forty-eight (48) hours of the tenth (10th) day
               following the Valuation Event by an Appraiser selected in good
               faith by the Company and agreed upon in good faith by the
               registered owners of a majority of the Warrant Shares and
               Warrants then outstanding. The determination of such Appraiser
               shall be binding upon all parties absent manifest error.

                    (ii) INTEGRATED TRANSACTIONS. In case any Option is issued
               in connection with the issue or sale of other securities of the
               Company, together comprising one integrated transaction in which
               no specific consideration is allocated to such Options by the
               parties thereto, the Options will be deemed to have been issued
               for an aggregate consideration of $.001.


                                     Page 9

<PAGE>


                    (iii) RECORD DATE. If the Company takes a record of the
               holders of Common Stock for the purpose of entitling them (a) to
               receive a dividend or other distribution payable in Common Stock,
               Options or in Convertible Securities or (b) to subscribe for or
               purchase Common Stock, Options or Convertible Securities, then
               such record date will 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.

                    (iv) OTHER EVENTS. If any event occurs that would adversely
               affect the rights of the Registered Owner of this Warrant but is
               not expressly provided for by Section 7 hereof (including,
               without limitation, the granting of stock appreciation rights,
               phantom stock rights or other rights with equity features), then
               the Company's Board of Directors will make an appropriate
               adjustment in the Exercise Price so as to protect the rights of
               the Registered Owner; PROVIDED, HOWEVER, that no such adjustment
               will increase the Exercise Price.

               j. NOTICE OF CERTAIN EVENTS. If:

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

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

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

                    (iv) the approval of any shareholders 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 or involuntary
               dissolution, liquidation or winding up of the affairs of the
               Company;

               then the Company shall cause to be filed at each office or agency
               maintained for the purpose of exercise of this Warrant, and shall
               cause to be delivered to the Registered Owner, at least thirty
               (30) calendar days prior to the applicable record or effective
               date hereinafter specified, a notice (provided such notice shall
               not include any material non-public information) stating (a) 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 (b) the date on which such reclassification,
               consolidation, merger, sale, transfer or share exchange is


                                    Page 10

<PAGE>


               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 or share exchange;
               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. Nothing herein shall prohibit the Registered Owner from
               exercising this Warrant during the 30-day period commencing on
               the date of such notice.

               k. INCREASE IN EXERCISE PRICE. In no event shall any provision in
          this Section 7 cause the Exercise Price to be greater than the
          Exercise Price on the date of issuance of this Warrant.

         8. MANDATORY EXERCISE. If, at any time after the Initial Registration
Statement has been declared effective, the Per Share Market Value equals or
exceeds $14.00 (the "MANDATORY EXERCISE PRICE") for any period of twenty (20)
consecutive Trading Days (the "MANDATORY EXERCISE PERIOD"), then so long as (i)
any Registration Statement (including the Initial Registration Statement)
required to be effective pursuant to the Registration Rights Agreement is then
in effect, (ii) the Company has a sufficient number of authorized shares of
Common Stock reserved for issuance upon full exercise of the Warrants and (iii)
the Company is not, and during the Mandatory Exercise Period has not been, in
breach of Section 6 hereof, the Registered Owner shall be required to exercise
this Warrant in full (the "MANDATORY EXERCISE") in accordance with the
provisions of Section 6 hereof. This Warrant shall be exercised pursuant to the
Mandatory Exercise on no later than the third (3rd) Business Day following the
Mandatory Exercise Period.

         9. RESTRICTION ON EXERCISE BY EITHER THE REGISTERED OWNER OR THE
COMPANY. Notwithstanding anything herein to the contrary, and except as provided
in Section 8 hereof, in no event shall the Registered Owner or the Company have
the right or be required to exercise this Warrant if as a result of such
exercise the aggregate number of shares of Common Stock beneficially owned by
such Registered Owner and its Affiliates would exceed 9.99% of the outstanding
shares of the Common Stock following such exercise. For purposes of this Section
9, beneficial ownership shall be calculated in accordance with Section 13(d) of
the Securities Exchange Act of 1934, as amended. The provisions of this Section
9 may be waived by a Registered Owner as to itself (and solely as to itself)
upon not less than 65 days prior written notice to the Company, and the
provisions of this Section 9 shall continue to apply until such 65th day (or
later, if stated in the notice of waiver).

         10. REGISTRATION ON COMPANY BOOKS. This Warrant shall be numbered and
shall be registered upon issuance in a warrant register maintained by the
Company. The Company may deem and treat the Registered Owner of this Warrant as
the absolute owner thereof, unless the Registered Owner shall have presented
this Warrant to the Company for transfer and the transferee shall have been
entered in the register as a subsequent holder. The ownership of this Warrant
shall be proven by such register, absent manifest error.

         11. REGISTRATION RIGHTS. The Company will undertake the registration of
the Common Stock into which this Warrant is exercisable at such times and upon
such terms pursuant to the provisions of the Registration Rights Agreement.


                                    Page 11

<PAGE>


         12. RESERVATION OF WARRANT SHARES; LISTING. The Company covenants that
it will at all times reserve and keep available out of its authorized shares of
Common Stock, free from preemptive rights, solely for the purpose of issue upon
exercise of this Warrant as herein provided, such number of shares of the Common
Stock as shall then be issuable upon the exercise of all outstanding Warrants
into Common Stock. The Company shall promptly secure the listing of the shares
of Common Stock issuable upon exercise of this Warrant upon each national
securities exchange or automated quotation system upon which shares of Common
Stock are then listed (subject to official notice of issuance upon exercise of
this Warrant) and shall maintain, so long as any other shares of Common Stock
shall be so listed, such listing of all shares of Common Stock from time to time
issuable upon the exercise of this Warrant.

         13. NOTICES. Any notice or other communication required or permitted to
be given hereunder shall be in writing and shall be deemed to have been received
(a) upon hand delivery (receipt acknowledged) or delivery by telex (with correct
answer back received), telecopy or facsimile (with transmission confirmation
report) at the address or number designated below (if received by 5:00 p.m.
Eastern time where such notice is to be received), or the first Business Day
following such delivery (if received after 5:00 p.m. Eastern time where such
notice is to be received) or (b) on the second Business Day following the date
of mailing by express courier service, fully prepaid, addressed to such address,
or upon actual receipt of such mailing, whichever shall first occur. The
addresses for such communications are (i) if to the Company or the Company's
transfer agent to the address set forth in the Purchase Agreement (with copies
to the Company's counsel), and (ii) if to the Registered Owner to the addresses
set forth on the Purchase Agreement (with copies to the Registered Owner's
counsel) or such other address as may be designated in writing hereafter, in the
same manner, by such person.

         14. COMPLIANCE WITH GOVERNMENTAL REQUIREMENTS. The Company covenants
that if any shares of Common Stock required to be reserved for purposes of
exercise of this Warrant require registration with or approval of any
governmental authority under any federal or state law, or any national
securities exchange, before such shares may be issued upon exercise, the Company
will use its best efforts to cause such shares to be duly registered or
approved, as the case may be.

         15. FRACTIONAL SHARES. Upon any exercise hereunder, the Company shall
not be required to issue stock certificates representing fractions of shares of
the Common Stock, but may if otherwise permitted make a cash payment in respect
of any final fraction of a share based on the Per Share Market Value at such
time. If the Company elects not, or is unable, to make such a cash payment, the
Registered Owner shall be entitled to receive, in lieu of the final fraction of
a share, one whole share of Common Stock.

         16. PAYMENT OF TAX UPON ISSUE OF TRANSFER. The issuance of certificates
for shares of the Common Stock upon exercise of this Warrant shall be made
without charge to the Registered Owner hereof for any documentary stamp or
similar taxes that may be payable in respect of the issue or delivery of such
certificate, provided that the Company shall not be required to pay any tax that
may be payable in respect of any transfer involved in the issuance and delivery
of any such certificate upon exercise in a name other than that of the
Registered Owner of this Warrant and the Company shall not be required to issue
or deliver such certificates unless or until the person or persons requesting
the issuance thereof shall have paid to the


                                    Page 12

<PAGE>


Company the amount of such tax or shall have established to the satisfaction of
the Company that such tax has been paid.

         17. WARRANTS OWNED BY COMPANY DEEMED NOT OUTSTANDING. In determining
whether the holders of the outstanding Warrants have concurred in any direction,
consent or waiver under this Warrant, warrants which are owned by the Company or
any other obligor on the warrants shall be disregarded and deemed not to be
outstanding for the purpose of any such determination; PROVIDED, that any
Warrants owned by the Registered Owner shall be deemed outstanding for purposes
of making such a determination.

         18. EFFECT OF HEADINGS. The section headings herein are for convenience
only and shall not affect the construction hereof.

         19. NO RIGHTS AS STOCKHOLDER. This Warrant shall not entitle the
Registered Owner to any rights as a stockholder of the Company, including
without limitation, the right to vote, to receive dividends and other
distributions, or to receive notice of, or to attend, meetings of stockholders
or any other proceedings of the Company, unless and to the extent exercised into
shares of Common Stock in accordance with the terms hereof.

         20. CERTAIN ACTIONS PROHIBITED. The Company will not, by amendment of
its charter or through any reorganization, transfer of assets, consolidation,
merger, dissolution, issue or sale of securities, or any other voluntary action,
avoid or seek to avoid the observance or performance of any of the terms to be
observed or performed by it hereunder, but will at all times in good faith
assist in the carrying out of all the provisions of this Warrant and in the
taking of all such action as may reasonably be requested by the Registered Owner
in order to protect the exercise privilege of the Registered Owner against
dilution or other impairment, consistent with the tenor and purpose of this
Warrant. Without limiting the generality of the foregoing, the Company (i) will
not increase the par value of any shares of Common Stock receivable upon the
exercise of this Warrant and (ii) will take all such actions as may be necessary
or appropriate in order that the Company may validly and legally issue fully
paid and nonassessable shares of Common Stock upon the exercise of this Warrant.

         21. SHAREHOLDER RIGHTS PLAN. In the event that the Company shall
distribute "poison pill" rights pursuant to a "poison pill" shareholder rights
plan (the "RIGHTS"), the Company shall, in lieu of making any adjustment
pursuant to Section 7 hereof, make proper provision so that each Registered
Owner who exercises this Warrant after the record date for such distribution and
prior to the expiration or redemption of the Rights shall be entitled to receive
upon such exercise, in addition to the shares of Common Stock issuable upon such
exercise, a number of Rights to be determined as follows: (i) if such exercise
occurs on or prior to the date for the distribution to the holders of Rights of
separate certificates evidencing such Rights (the "DISTRIBUTION DATE"), the same
number of Rights to which a holder of a number of shares of Common Stock equal
to the number of shares of Common Stock issuable upon such exercise at the time
of such exercise would be entitled in accordance with the terms and provisions
of and applicable to the Rights; and (ii) if such exercise occurs after the
Distribution Date, the same number of Rights to which a holder of the number of
shares into which this Warrant was exercisable immediately prior to the
Distribution Date would have been entitled on the Distribution Date, in
accordance with the


                                    Page 14

<PAGE>


terms and provisions of such Rights, and in each case subject to the terms and
conditions of the Rights.

         22. SUCCESSORS AND ASSIGNS. This Warrant shall be binding upon and
inure to the benefit of the Registered Owners and its assigns, and shall be
binding upon any entity succeeding to the Company by merger or acquisition of
all or substantially all the assets of the Company. The Company may not assign
this Warrant or any rights or obligations hereunder without the prior written
consent of the Registered Owner. The Registered Owner may assign this Warrant
without the prior written consent of the Company.

         23. GOVERNING LAW. This Warrant shall be governed by and construed and
enforced in accordance with the internal laws of the State of New York without
regard to the principles of conflicts of law thereof. Each party hereby
irrevocably submits to the nonexclusive jurisdiction of the State and Federal
courts sitting in the County of Los Angeles, 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, that such suit, action or proceeding is
improper. Each party hereby irrevocably waives personal service of process and
consents to process being served in any such suit, action or proceeding by
mailing a copy thereof to such party at the address for such notices to it under
this Warrant 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.
EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO
REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN
CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION
CONTEMPLATED HEREBY.

         24. REMEDIES. In the event of a breach by the Company of any of its
obligations under this Warrant, the Registered Owner, in addition to being
entitled to exercise all rights granted by law and under the Purchase Agreement,
including recovery of damages, will be entitled to specific performance of its
rights under this Warrant. The Company agrees that monetary damages would not
provide adequate compensation for any losses incurred by reason of a breach by
it of any of the provisions of this Warrant and hereby further agree that, in
the event of any action for specific performance in respect of such breach, it
shall waive the defense that a remedy at law would be adequate.

         25. MUTILATED OR MISSING WARRANTS. In case this Warrant shall be
mutilated, lost, stolen or destroyed, the Company, upon request of the
Registered Owner, shall issue and deliver in exchange and substitution for and
upon cancellation of such mutilated Warrant (upon surrender thereof), or in the
event that this Warrant is lost, stolen or destroyed, a new Warrant of like
tenor and representing an equivalent right or interest upon any indemnification
undertaking by the Registered Owner to the Company in customary form as
reasonably required by the Company.


                                    Page 14

<PAGE>



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

                                      NETCURRENTS, INC.

                                      By:    /S/ IRWIN MEYER
                                         ---------------------------
                                      Name:  Irwin Meyer
                                      Title: Chief Executive Officer


<PAGE>



                                    EXHIBIT A

                              WARRANT EXERCISE FORM

TO:      NETCURRENTS, INC.

         The undersigned hereby: (1) irrevocably subscribes for and offers to
purchase _______ shares of Common Stock of NetCurrents, Inc., pursuant to
Warrant No. ___ heretofore issued to ___________________ on ____________, ____;
(2) encloses either (a) a cash payment of $__________ or (b) a Warrant
representing _____ shares of Common Stock valued at the Per Share Market Price
of $ _____ on ________, ____, for these shares at a price of $____ per share (as
adjusted pursuant to the provisions of the Warrant); and (3) requests that a
certificate for the shares be issued in the name of the undersigned, or the
undersigned's designee, and delivered to the undersigned, or the undersigned's
designee, at the address specified below.

                  Date:                                _______________________

                  Investor Name:                       _______________________

                  Taxpayer Identification Number:      _______________________

                  By:                                  _______________________

                  Printed Name:                        _______________________

                  Title:                               _______________________

                  Address:                             _______________________


                  Cashless Exercise (Y or N):          _____________

                  Note: The above signature should correspond exactly with the
                  name on the face of this Warrant Certificate or with the name
                  of assignee appearing in assignment form below.

AND, if said number of shares shall not be all the shares purchasable under the
within Warrant, a new Warrant Certificate is to be issued in the name of said
undersigned for the balance remaining of the shares purchasable thereunder less
any fraction of a share paid in cash and delivered to the address stated above.



                                  EXHIBIT 99.1

                                  Press Release


                        NETCURRENTS COMPLETES $34 MILLION
                     INSTITUTIONAL EQUITY PRIVATE PLACEMENT

               H. C. WAINWRIGHT NAMED AS COMPANY'S INVESTMENT BANKERS

BURLINGAME, CA - (BUSINESSWIRE) - MARCH 6, 2000 - NetCurrents, Inc. (NASDAQ:
NTCS), THE PREMIER INTERNET INTELLIGENCE AGENCY, announced today that it has
closed a private placement of its Common Stock to raise up to $34 Million at an
average price of $6.50 per share. Brown Simpson Strategic Growth Funds of New
York City and Palo Alto, California are the institutional investors funding this
transaction, which was arranged by H.C. Wainwright & Co.

The Private Placement combines an immediate equity funding of $8.5 million in
Common Stock, with callable warrants exercisable at prices from $6 to $9.

Concurrent with the closing, NetCurrents appointed H.C. Wainwright, a 130-year
old, Boston-based investment banking firm, as its Investment Bankers. Wainwright
will assist NetCurrents in planning its long-term financial strategies,
arranging future financings and assisting in the identification and analyses of
potential acquisitions.

Irwin Meyer, Chief Executive Officer and Chairman of the Board of NetCurrents,
stated, "The winning combination of H.C. Wainwright and Brown Simpson affords us
to grow our business by providing the necessary funding to execute our recently
revised national sales and marketing initiatives. The availability of this
significant funding allows us to not only enhance our management team, it
provides us with the necessary resources to rapidly expand into new geographic
markets. By also adding to our technology team, we plan to expand the depth and
breadth of services currently offered to our clients and to aggressively develop
new applications for our proprietary technology, Fast Internet Real-time Search
Technology (FIRST)."

Matthew Balk, Managing Director of H.C. Wainwright, New York City Regional
Office, added, "We, along with Brown Simpson, have spent considerable time with
NetCurrents' management, and are solidly convinced that they have a sound and
exciting platform on which they could build future growth. H.C. Wainwright is
pleased to have been selected to be NetCurrents' Investment Bankers, and we look
forward to playing an active role in its efforts to emerge as the leading
provider of comprehensive monitoring, analysis and management of information on
the Internet."

Evan M. Levine, Managing Principal of Brown Simpson Asset Management, LLC,
further stated, "We have been actively investing in the Internet sector during
the past year and have done extensive due diligence on NetCurrents. We not only
believe that they have a very strong proprietary, real-time technology for
gathering and analyzing information on the Internet, but they also have an
outstanding management team capable of fully realizing the Company's extensive
potential. As the Internet continues to expand, we are confident that the need
for NetCurrents' products and services will grow exponentially."


                                    Page 10
<PAGE>


ABOUT H.C. WAINWRIGHT & CO., INC.

Founded in 1868, H.C. Wainwright & Co., Inc. is a leading integrated investment
bank serving institutional, corporate, government and individual clients. At its
headquarters in Boston, Massachusetts, as well as, regional offices in Maryland
and New York City, H.C. Wainwright offers securities underwriting; sales and
trading; investment and merchant banking; fixed income securities sales and
trading; financial advisory services; equity research; venture capital; and,
asset management services.

ABOUT NETCURRENTS, INC.

NetCurrents, THE PREMIER INTERNET INTELLIGENCE AGENCYanalyzes communications
from more than 50,000 targeted Internet locations in real-time. The Company
provides clients critical information and counsel to protect their corporate
image, measure consumers' perceptions, and counter misinformation on the
Internet. Due to the sensitivity of businesses that require this type of
technology and analysis, the confidentiality of NetCurrents' clients is assured.
For more information and technology provided by NetCurrents, call: (650)
401-3200, or visit our website at www.netcurrents.com or email us at
[email protected].

This news release contains forward looking statements within the meaning of
Section 37A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. These forward looking statements involve risks and
uncertainties. A number of factors could cause actual results to differ from
those indicated in the forward looking statements, including the Company's
ability to continue to successfully market and provide services, maintain its
working relationship with H.C. Wainwright, hire and keep its management team and
grow its business as intended, and general economic conditions and other risks
that are discussed in the Company's filings with the Securities and Exchange
Commission (including the Company's Annual Report on Form 10K-Sb). The Company
undertakes no obligation to publicly update or revise the forward looking
statements whether as a result of new information future events or otherwise.

                     FOR MOR E INFORMATION, PLEASE CONTACT:
              DODI B. ZIRKLE, CONTINENTAL CAPITAL & EQUITY CORPORATION
                                  407-682-2001
                            [email protected]




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