EXHIBIT 4.2 Warrant No. THIS WARRANT IS NON-TRANSFERRABLE AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF. Right to Purchase...

                                                                     EXHIBIT 4.2


Warrant No.

     THIS WARRANT IS  NON-TRANSFERRABLE  AND HAS NOT BEEN  REGISTERED  UNDER THE
     SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND
     MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF.

                        Right to Purchase 183,333 Shares

                                XXXXXXX.XXX INC.

                        Warrant to Purchase Common Stock

     Registered Owner:  Alpine Capital Group,  LLC, 000 Xxxx 00xx Xxxxxx,  Xxxxx
000, Xxx Xxxx, XX 00000 (hereinafter "Registered Owner").

     For value received,  Xxxxxxx.Xxx Inc., a Nevada corporation (the "Company")
grants the following rights to the Registered Owner:

     (a) Issue. Upon tender to the Company (as defined in paragraph (e) hereof),
the Company  shall  issue to the  Registered  Owner  hereof the number of shares
specified  in  paragraph  (b) hereof of fully paid and  nonassessable  shares of
Common Stock of the Company that the Registered  Owner is otherwise  entitled to
purchase.

     (b) Number of Shares.  The number of shares of Common  Stock of the Company
that the  Registered  Owner is entitled to receive upon exercise of this Warrant
is 183,333 shares ("Warrant Shares"). The Company shall at all times reserve and
hold available  sufficient  shares of Common Stock to satisfy all conversion 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
shall,  upon issuance,  be duly and validly  issued,  free of any  restrictions,
fully paid and  nonassessable,  and free from all taxes,  liens and charges with
respect to the purchase and the issuance of the shares.

     (c) Exercise Price. The exercise price of this Warrant,  the price at which
the Warrant Shares  purchasable  upon exercise of this Warrant may be purchased,
is Two and 00/100 ($2.00) Dollars per share.

     (d) Exercise  Period.  This Warrant may only be exercised from September 1,
1999 through and including  September 1, 2004, both dates  inclusive  ("Exercise
Period"). If not exercised during the said Exercise Period, this Warrant and all
rights granted under this Warrant shall expire and lapse.

     (e) Tender.  The exercise of this Warrant  must be  accomplished  by actual
delivery of the Exercise Price in cash,  certified  check or official bank draft
in lawful  money of the United  States of America,  and by actual  delivery of a
duly executed exercise form, a copy of which is attached





to this Warrant as Exhibit "A" properly executed by the registered owner of this
Warrant, and by surrender of this Warrant. The payment and exercise form must be
delivered,  personally  or by  mail,  to the  offices  of the  Company  at 00000
Xxxxxxxxxxxxx  Xxxxxxxxx,  Xxxxx 000, Xxxxxxx, XX 00000.  Documents sent by mail
shall be deemed to be delivered when they are received by the Company.

     (f) Partial  Exercise of Warrant.  This Warrant may be exercised during its
exercise period by the Registered  Owner, and at its option,  as to the whole at
any time or in part from time to time.  If this Warrant is exercised at one time
for less than the maximum number of shares of Common Stock  purchasable upon the
exercise  hereof,  the Company shall issue to the Registered Owner a new warrant
of like tenor and date  representing  the number of shares of Common Stock equal
to the difference between the number of shares purchasable upon full exercise of
this Warrant and the number of shares that were  purchased  upon the exercise of
this Warrant.

     (g)  Effect  of Stock  Changes.  If,  at any time or from  time to time the
Company,   by  stock  dividend,   stock  split,   subdivision,   reverse  split,
consolidation,  reclassification of shares, or otherwise, changes as a whole its
outstanding  Common  Stock into a  different  number or class of  shares,  then,
immediately upon the occurrence of the change:

          (i) The class of shares into which the Common  Stock has been  changed
shall replace the Common  Stock,  for the purposes of this Warrant and the terms
and conditions  hereof,  so that the registered  owner or owners of this Warrant
shall be entitled to receive,  and shall  receive upon exercise of this Warrant,
shares of the class of stock into which the Common Stock had been changed;

          (ii) The number of Warrant  Shares  purchasable  upon exercise of this
Warrant shall be proportionately adjusted to reflect such stock split; and

          (iii) The purchase  price per Warrant  Share shall be  proportionately
adjusted.

          Irrespective  of any  adjustment  or change in the  number or class of
shares  purchasable  under this or any other  Warrant of like  tenor,  or in the
purchase  price per share,  this  Warrant,  as well as any other warrant of like
tenor,  may continue to express the purchase  price per share and the number and
class of shares  purchasable upon exercise of this Warrant as the purchase price
per share and the number and class of shares  purchasable were expressed in this
Warrant when it was initially issued.

     (h) Effect of Merger.  If at any time  while  this  Warrant is  outstanding
another  corporation  merges into the  Company,  the  Registered  Owner shall be
entitled,  immediately  after the merger becomes  effective and upon exercise of
this Warrant, to obtain the same number of shares of Common Stock of the Company
(or shares  into  which the Common  Stock has been  changed as  provided  in the
paragraph  of this  Warrant  covering  changes)  that the owner or  owners  were
entitled upon the exercise hereof to obtain immediately before the merger became
effective at the same exercise  price.  The Company shall take any and all steps
necessary  in  connection  with the merger to assure that  sufficient  shares of
Common  Stock to satisfy all  conversion  and  purchase  rights  represented  by
outstanding convertible securities, options and warrants, including this



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Warrant,  are  available  so that  these  convertible  securities,  options  and
warrants, including this Warrant, may be exercised.

     (i)  Piggyback   Registration   Rights.  Upon  exercise  of  this  Warrant,
including,  without limitation,  a fractional exercise thereof, and in the event
the Company files a registration  statement to complete a registered offering of
any  of  its  Common  Stock  under  the  Securities  Act  of  1933,  as  amended
("Securities  Act")  ("Registered  Offering"),  the  Registered  Owner  shall be
entitled to  "piggyback"  registration  rights with  respect to the Common Stock
acquired pursuant to this Warrant and held from the time of such exercise by the
Registered  Owner.  The Company shall provide  written  notice to the Registered
Owner  not  later  than  thirty  (30)  days  prior  to the  filing  of any  such
registration statement of the Company's intent to complete a registered offering
of its Common Stock ("Registration Notice").  Within ten (10) days following the
Registered Owner's receipt of the Registration  Notice, the Registered Owner may
upon written notice to the Company,  demand such piggyback  registration rights,
in which event the Company shall cause the Warrant Shares to be registered  with
the U.S. Securities and Exchange Commission in the Registered Offering.

     (j) Company's Right to Require Exercise of Warrant.

          (i) Anything herein to the contrary notwithstanding, in the event that
during any  non-consecutive  twenty  (20)  business  day period  during the term
hereof,  (x) the average of the averaged daily high and low prices of the Common
Stock, as reported by Bloomberg  Information  Services,  Inc.,  exceeds Five and
25/100  ($5.25)  dollars and (y) the daily  volume of Common  Stock  traded,  as
reported  by  Bloomberg  Information  Services,  Inc.,  is not less than  30,000
shares, the Company may, at its option, upon written notice to Registered Owner,
made by certified, mail, return receipt requested, or overnight delivery service
such as Federal Express, not later than ten (10) days following such twenty (20)
consecutive  business  day  period  ("Warrant  Exercise  Notice"),  require  the
Registered  Owner to exercise this Warrant within twenty (20) days following the
Registered Owner's receipt of the Warrant Exercise Notice.

          (ii) In the event the Company  requires the  Registered  Owner of this
Warrant to exercise  this Warrant  pursuant to Paragraph  (j) (i),  hereof,  the
Registered  Owner of this Warrant,  may upon written  notice to the Company made
within ninety (90) days following the Registered  Owner's receipt of the Warrant
Exercise Notice, demand that the Company file such registration statement and/or
make such  disclosures  under the Securities Act as may be required with respect
to the Warrant Shares, in which event the Company,  shall file such registration
statement and/or make such disclosures no later than thirty (30) days after such
written demand by the Registered Owner, and shall further use reasonable efforts
to cause any such registration statement to become effective as soon as possible
after the demand thereof,  and in any event to have such registration  statement
effective no later than ninety (90) days from the date of such demand.

     (k)  The   Warrants   represented   by   this   Warrant   Certificate   are
non-transferable.  Any common shares issued  pursuant to this Warrant shall bear
the following legend:

     "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED
     UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS




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     AMENDED (THE  "SECURITIES  ACT").  THESE  SECURITIES MAY BE OFFERED,  SOLD,
     PLEDGED OR OTHERWISE TRANSFERRED ONLY (a) TO THE COMPANY, (b) IN COMPLIANCE
     WITH AN APPLICABLE  EXEMPTION FROM THE REGISTRATION  REQUIREMENTS UNDER THE
     U.S.  SECURITIES ACT, AND IN ACCORDANCE WITH  APPLICABLE  STATE  SECURITIES
     LAWS, OR (c) IN A TRANSACTION THAT DOES NOT REQUIRE  REGISTRATION UNDER THE
     U.S.  SECURITIES ACT OR ANY APPLICABLE STATE LAWS AND REGULATION  GOVERNING
     THE OFFER, AND SALE OF SECURITIES,  AND THE HOLDER HAS, PRIOR TO SUCH SALE,
     FURNISHED TO THE COMPANY AN OPINION OF COUNSEL, OF RECOGNIZED STANDING,  OR
     OTHER EVIDENCE OF EXEMPTION, REASONABLY SATISFACTORY TO THE COMPANY."

     IN  WITNESS  WHEREOF,  the  Company  has  signed  this  Warrant by its duly
authorized officers this 27th day of August, 1999.




                                     By: /s/ Xxxxxx X. Xxxxx
                                         ---------------------------------------
                                         Chief Executive Officer











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                                  EXERCISE FORM

                                   Exhibit "A"


     (To be  completed  and  executed by the holder of the warrant to which this
     exhibit is attached in order to  exercise  the warrant and to purchase  the
     stock purchasable upon exercise of the warrant.)

               ALPINE CAPITAL GROUP, LLC


     The  undersigned  hereby:  (1)  irrevocably  subscribes  for and  offers to
     purchase  183,333 (or part thereof)  shares of Common Stock of  XXXXXXX.XXX
     INC.,  pursuant  to the  warrant to which this  exhibit  is  attached;  (2)
     encloses  payment of  $366,666.00  (or such lesser  amount in the case of a
     partial  exercise) for these shares at a price of $2.00 per share;  and (3)
     requests that a certificate  for the shares to be issued in the name of the
     undersigned  and  delivered  to the  undersigned  at the address  specified
     below.


                                        ALPINE CAPITAL GROUP, LLC



                                        By: ------------------------------------


                                            000 Xxxx 00xx Xxxxxx, Xxxxx 000
                                            Xxx Xxxx, XX 00000
                                            EIN:





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