EXHIBIT 4.3.3 Option to Purchase 27,500 Shares of Common Stock REPRESENTATIVES' WARRANT ------------------------ Dated: February 4, 2000 THIS CERTIFIES THAT WESTPARK CAPITAL, INC., (herein sometimes called the "Holder" or the "Representative") is...

                                                                   EXHIBIT 4.3.3

                           Option to Purchase 27,500
                             Shares of Common Stock

                            REPRESENTATIVES' WARRANT
                            ------------------------

                            Dated: February 4, 2000

     THIS CERTIFIES THAT WESTPARK CAPITAL, INC., (herein sometimes called the
"Holder" or the "Representative") is entitled to purchase from WORLDQUEST
NETWORKS, INC., a Delaware corporation (the "Company"), at the price and during
the period as hereinafter specified, up to Twenty-Seven Thousand Five Hundred
(27,500) shares (the "Shares") of common stock, $.01 par value per share (the
"Common Stock") at a purchase price of $20.80 per share (160% of the initial
public offering price) subject to adjustment as described below, at any time
during the four-year period commencing one (1) year from the effective date of
the Registration Statement (as defined herein) (the "Effective Date").

     This Representatives' Warrant (the "Representatives' Warrant") is issued
pursuant to an Underwriting Agreement between the Company and Xxxxxxx Bros.,
L.P., Xxxx X. Xxxxxxx and Company, Incorporated and WestPark Capital, Inc., as
Representatives of the several Underwriters set forth in Schedule I to said
Underwriting Agreement, in connection with a public offering, through the
Representatives, of 2,750,000 Shares as therein described (and up to 412,500
additional Shares covered by an over-allotment option granted by the Company to
the Underwriters), and in consideration of $1.00 received by the Company for the
Representatives' Warrant.  Except as specifically otherwise provided herein, the
Shares issued pursuant to the Representatives' Warrant shall bear the same terms
and conditions as described under the caption "Description of Capital Stock-
Common Stock" in the Registration Statement on Form SB-2, File No. 333-93019
(the "Registration Statement") except that the Holder shall have registration
rights under the Securities Act of 1933, as amended (the "Act"), for the
Representatives' Warrant and the Shares issuable pursuant thereto as more fully
described in paragraph 6 herein.

     1.   The rights represented by the Representatives' Warrant shall be
exercised at the price, set forth in the first paragraph hereof subject to
adjustment in accordance with Section 8 hereof (the "Exercise Price"), and
during the periods as follows:

          (a)   During the period from the Effective Date to and through
                February 4, 2001 (the "First Anniversary Date"), inclusive, the
                Holder shall have no right to purchase any Shares hereunder,
                except that in the event of any merger, consolidation or sale of
                substantially all the assets of the Company as an entirety prior
                to the First Anniversary Date (other than (i) a merger or
                consolidation in which the Company is the continuing corporation
                and which does not result in any reclassification or
                reorganization of any outstanding shares of Common Stock or (ii)
                any sale/leaseback, mortgage or other financing transaction),
                the Holder shall have the right to exercise

                                       1


                the Representatives' Warrant concurrently with such event and
                into the kind and amount of shares of stock and other securities
                and property (including cash) receivable by a holder of the
                number of Shares into which the Representatives' Warrant were
                exercisable immediately prior thereto.

          (b)   Between February 4, 2001 and 2005, (five (5) years from the
                Effective Date, i.e. the "Expiration Date") inclusive, the
                Holder shall have the option to purchase Shares hereunder at the
                Exercise Price.

          (c)   After the Expiration Date, the Holder shall have no right to
                purchase any Shares hereunder.

     2.   (a)  The rights represented by the Representatives' Warrant may be
exercised at any time within the periods above specified, in whole or in part,
by (i) the surrender of the Representatives' Warrant (with the purchase form at
the end hereof properly executed) at the principal executive office of the
Company (or such other office or agency of the Company as it may designate by
notice in writing to the Holder at the address of the Holder appearing on the
books of the Company); (ii) payment to the Company of the exercise price then in
effect for the number of Shares specified in the above-mentioned purchase form
together with applicable stock transfer taxes, if any; and (iii) delivery to the
Company of a duly executed agreement signed by the person(s) designated in the
purchase form to the effect that such person(s) agree(s) to be bound by the
provisions of paragraph 6 and subparagraphs (b), (c) and (d) of paragraph 7
hereof. The Representatives' Warrant shall be deemed to have been exercised, in
whole or in part to the extent specified, immediately prior to the close of
business on the date the Representatives' Warrant is surrendered and payment is
made in accordance with the foregoing provisions of this paragraph 2, and the
person or persons in whose name or names the certificates for the Shares shall
be issuable upon such exercise shall become the holder or holders of record of
such Shares at that time and date.  The Shares and the certificates for the
Shares so purchased shall be delivered to the Holder within a reasonable time,
not exceeding ten (10) business days, after the rights represented by this
Representatives' Warrant shall have been so exercised.

          (b)  Notwithstanding anything to the contrary contained in paragraph
2(a), the Holder may elect to exercise this Representatives' Warrant in whole or
in part by receiving Shares equal to the value (as determined below) of this
Representatives' Warrant, or any part hereof, upon surrender of the
Representatives' Warrant at the principal office of the Company together with
notice of such election in which event the Company shall issue to the Holder a
number of Shares computed using the following formula:

                                   X = Y(A-B)
                                       ------
                                         A

     Where     X =  the number of Shares to be issued to the Holder;

                                       2


               Y =  the number of Shares issuable upon exercise of this
                    Representatives' Warrant;

               A =  the current fair market value of one share of Common Stock;

               B =  the Exercise Price of the Representatives' Warrant;

                    As used herein, current fair market value of Common Stock
               shall mean with respect to each share of Common Stock the average
               of the closing prices of the Common Stock sold on the principal
               national securities exchanges on which the Common Stock is at the
               time admitted to trading or listed, or, if there have been no
               sales on any such exchange on such day, the average of the
               highest bid and lowest ask price on such day as reported by
               NASDAQ, or any similar organization if NASDAQ is no longer
               reporting such information, either (i) on the date which the form
               of election is deemed to have been sent to the Company (the
               "Notice Date") or (ii) over a period of five (5) trading days
               preceding the Notice Date, whichever of (i) or (ii) is greater.
               If on the date for which current fair market value is to be
               determined the Common Stock is not listed on any securities
               exchange or quoted in the NASDAQ System or the over-the-counter
               market, the current fair market value of Common Stock shall be
               the highest price per share which the Company could then obtain
               from a willing buyer (not a current employee or director) for
               shares of Common Stock sold by the Company, from authorized but
               unissued shares, as determined in good faith by the Board of
               Directors of the Company, unless prior to such date the Company
               has become subject to a binding agreement for a merger,
               acquisition or other consolidation pursuant to which the Company
               is not the surviving party, in which case the current fair market
               value of the Common Stock shall be deemed to be the value to be
               received by the holders of the Common Stock for each share
               thereof pursuant to the Company's acquisition.

     3.   The Representatives' Warrant shall not be sold, transferred, assigned,
or hypothecated for a period of one year commencing on the Effective Date except
that it may be transferred to successors of the Holder, and may be assigned in
whole or in part to any person who is an officer of the Holder to any members of
the selling group and/or the officers or partners thereof during such period.
This Representatives' Warrant must be executed immediately upon its transfer at
any time after one year from the Effective Date, and if not so executed, shall
lapse. Any such assignment shall be effected by the Holder by (i) executing the
form of assignment at the end hereof and (ii) surrendering the Representatives'
Warrant for cancellation at the office or agency of the Company referred to in
paragraph 2 hereof, accompanied by a certificate (signed by an officer of the
Holder if the Holder is a corporation) stating that each transferee is a
permitted transferee under this paragraph 3; whereupon the Company shall issue,
in the name or names

                                       3


specified by the Holder (including the Holder), a new Representatives' Warrant
or Warrants of like tenor and representing in the aggregate rights to purchase
the same number of Shares as are purchasable hereunder at such time.

     4.   The Company covenants and agrees that all Shares which may be
purchased hereunder will, upon issuance and delivery against payment therefor of
the requisite purchase price, be duly and validly issued, fully paid and
nonassessable.  The Company further covenants and agrees that, during the
periods within which the Representatives' Warrant may be exercised, the Company
will at all times have authorized and reserved a sufficient number of shares of
its Common Stock to provide for the exercise of the Representatives' Warrant.

     5.   The Representatives' Warrant shall not entitle the Holder to any
voting rights or other rights, including without limitation notice of meetings
of other actions or receipt of dividends, as a stockholder of the Company.

     6.   (a)  The Company shall advise the Holder or its permitted transferee,
whether the Holder holds the Representatives' Warrant or has exercised the
Representatives' Warrant and holds Shares, by written notice at least four weeks
prior to the filing of any new registration statement thereto under the Act, or
the filing of a notification on Form 1-A under the Act for a public offering of
securities, covering any securities of the Company, for its own account or for
the account of others, except for any registration statement filed on Form S-4
or S-8 (or other comparable form), and will, during the five (5) year period
from the Effective Date, upon the request of the Holder, include in any such new
registration statement (or notification as the case may be) such information as
may be required to permit a public offering of, all or any of the Shares
underlying the Representatives' Warrant (the "Registrable Securities").  For so
long as the Warrants remain outstanding and as long as required by the Act (so
long as the Holder's ability to exercise any Warrant is not adversely affected),
the Company currently intends to file post-effective amendments to the
Registration Statement (or any new registration statement filed by the Company)
setting forth or otherwise incorporating certain information contained in the
then most recent quarterly report on Form 10-Q or annual report on Form 10-K
filed by the Company (each such post-effective amendment, a "Quarterly
Amendment").  The parties hereby agree that if at any time during such five (5)
year period the Company receives written notice from the Holder at least two
weeks prior to the filing of any such Quarterly Amendment indicating such
Xxxxxx's intention to offer Registrable Securities in such Quarterly Amendment,
the Company will include in such Quarterly Amendment such information as may be
required to permit a public offering of such Registrable Securities.  The
delivery by the Holder of any such notice shall not constitute a demand made
pursuant to Section 6(b).  The Company shall supply prospectuses and such other
documents as the Holder may reasonably request in order to facilitate the public
sale or other disposition of the Registrable Securities, use its best efforts to
register and qualify any of the Registrable Securities for sale in such states
(i) as such Holder designates and (ii) with respect to which the Company
obtained a qualification in connection with its initial public offering; and do
any and all other acts and things which may be necessary or desirable to enable
such Holder to consummate the public sale or other disposition of the
Registrable Securities, all at no expense to

                                       4


the Holder or the Representative (other than sales commissions, underwriting
discounts or commissions, or other expenses of such sale), and furnish
indemnification in the manner provided in paragraph 7 hereof. The Holder shall
furnish information and indemnification as set forth in paragraph 7.

          (b) At any time during the four (4) year period beginning one (1) year
after the Effective Date, a 50% Holder (as defined below) may request, on two
occasions, that the Company register under the Act any and all of the
Registrable Securities held by such 50% Holder, once at the Company's expense
and on the second occasion, at the 50% Holder's expense.  Upon the receipt of
any such notice, the Company will promptly, but no later than four weeks after
receipt of such notice, file a post-effective amendment to the current
Registration Statement or a new registration statement pursuant to the Act, so
that such designated Registrable Securities may be publicly sold under the Act
as promptly as practicable thereafter and the Company will use reasonable
efforts to cause such registration to become and remain effective (including the
taking of such reasonable steps as are necessary to obtain the removal of any
stop order) within 120 days after the receipt of such notice, provided, that
such Holder shall furnish the Company with appropriate information in connection
therewith as the Company may reasonably request in writing.  The 50% Holder may,
at its option, request the registration of any of the Shares underlying the
Representatives' Warrant in a registration statement made by the Company as
contemplated by Section 6(a) or in connection with a request made pursuant to
this Section 6(b) prior to acquisition of the Shares issuable upon exercise of
the Representatives' Warrant.  The 50% Holder may, at its option, request such
post-effective amendment or new registration statement during the described
period with respect to the Representatives' Warrant and/or the Shares and such
registration rights may be exercised by the 50% Holder prior to or subsequent to
the exercise of the Representatives' Warrant.  Within ten days after receiving
any such notice pursuant to this subsection (b) of paragraph 6, the Company
shall give notice to any other Holders of the Representatives' Warrant or any
other Holders of the other Representatives' Warrant issued of even date herewith
by the Company which, together with this Representatives' Warrant, represent
warrants to purchase 275,000 shares of the Company's Common Stock (collectively,
with this Representatives' Warrant, the "Combined Representatives' Warrants"),
advising that the Company is proceeding with such post-effective amendment or
registration statement and offering to include therein the Shares underlying
that part of the Combined Representatives' Warrants held by the other holders,
provided that they shall furnish the Company with such appropriate information
(relating to the intentions of such holders) in connection therewith as the
Company shall reasonably request in writing.  All costs and expenses of the
post-effective amendment or new registration statement shall be borne by the
Company, except that the Holder(s) shall bear the fees of their own counsel and
any other advisors retained by them and any underwriting discounts or
commissions applicable to any of the securities sold by them.  The Company will
use its best efforts to maintain such registration statement or post-effective
amendment current under the Act for a period of at least 180 days from the
effective date thereof. The Company shall supply prospectuses, and such other
documents as the Holder(s) may reasonably request in order to facilitate the
public sale or other disposition of the Registrable Securities, use its best
efforts to register and qualify any of the Registrable Securities for sale in

                                       5


such states (i) as such Holder(s) designate and (ii) with respect to which the
Company obtained a qualification in connection with its initial public offering
and furnish indemnification in the manner provided in paragraph 7 hereof.
Notwithstanding the foregoing set forth in this paragraph 6(b), the Company
shall not be required to include in any registration statement any Registrable
Securities which in the opinion of counsel to the Company (which opinion is
reasonably acceptable to counsel to the Representative) would be saleable
immediately without restriction under Rule 144 (or its successor) if the
Representatives' Warrant was exercised pursuant to paragraph 2(b) herein.

          (c) The term "50% Holder" as used in this paragraph 6 shall mean the
Holder(s) of at least 50% of the Combined Representatives' Warrants and/or the
Shares underlying the Combined Representatives' Warrants (considered in the
aggregate).

     7.   (a)  Whenever pursuant to paragraph 6 a registration statement
relating to any Shares issued upon exercise of the Representatives' Warrant is
filed under the Act, amended or supplemented, the Company will indemnify and
hold harmless each Holder of the securities covered by such registration
statement, amendment or supplement (such Holder being hereinafter called the
"Distributing Holder"), and each person, if any, who controls (within the
meaning of the Act) the Distributing Holder, and each underwriter (within the
meaning of the Act) of such securities and each person, if any, who controls
(within the meaning of the Act) any such underwriter, against any losses,
claims, damages or liabilities, joint or several, to which the Distributing
Holder, any such controlling person or any such underwriter may become subject,
under the Act or otherwise, insofar as such losses, claims, damages or
liabilities, or actions in respect thereof, arise out of or are based upon any
untrue statement or alleged untrue statement of any material fact contained in
any such registration statement as declared effective or any final prospectus
constituting a part thereof or any amendment or supplement thereto, or arise out
of or are based upon the omission or the alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading and will reimburse the Distributing Holder or such
controlling person or underwriter for any legal or other expense reasonably
incurred by them in connection with investigating or defending any such loss,
claim, damage, liability or action; provided, however, that the Company will not
be liable in any such case to the extent that any such loss, claim, damage or
liability arises out of or is based upon an untrue statement or alleged untrue
statement or omission or alleged omission made in said registration statement,
said preliminary prospectus, said final prospectus or said amendment or
supplement in reliance upon and in conformity with written information furnished
by such Distributing Holder or any other Distributing Holder for use in the
preparation thereof and provided further, that the indemnity agreement provided
in this Section 7(a) with respect to any preliminary prospectus shall not inure
to the benefit of any Distributing Holder, controlling person of such
Distributing Holder, underwriter or controlling person of such underwriter from
whom the person asserting any losses, claims, charges, liabilities or litigation
based upon any untrue statement or alleged untrue statement of a material fact
or omission or alleged omission to state therein a material fact, received such
preliminary prospectus, if a copy of the prospectus in which such untrue
statement or alleged untrue statement or omission or alleged omission was
corrected

                                       6


has not been sent or given to such person within the time required by
the Act and the Rules and Regulations thereunder.

          (b) The Distributing Holder will indemnify and hold harmless the
Company, each of its directors, each of its officers who have signed said
registration statement and such amendments and supplements thereto, and each
person, if any, who controls the Company (within the meaning of the Act) against
any losses, claims, damages or liabilities, joint or several, to which the
Company or any such director, officer or controlling person may become subject,
under the Act or otherwise, insofar as such losses, claims, damages or
liabilities, or actions in respect thereof, arise out of or are based upon any
untrue or alleged untrue statement of any material fact contained in said
registration statement, said preliminary prospectus, said final prospectus, or
said amendment or supplement, or arise out of or are based upon the omission or
the alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, in each case
to the extent, but only to the extent, that such loss, claim, damage or
liability arises out of or is based upon an untrue statement or alleged untrue
statement or omission or alleged omission made in said registration statement,
said preliminary prospectus, said final prospectus or said amendment or
supplement in reliance upon and in conformity with written information furnished
by such Distributing Holder for use in the preparation thereof; and will
reimburse the Company or any such director, officer or controlling person for
any legal or other expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, damage, liability or action.

          (c) Promptly after receipt by an indemnified party under this
paragraph 7 of notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against any indemnifying
party, give the indemnifying party notice of the commencement thereof, but the
omission so to notify the indemnifying party will not relieve it from any
liability which it may have to any indemnified party otherwise than under this
paragraph 7.

          (d) In case any such action is brought against any indemnified party,
and it notifies an indemnifying party of the commencement hereof, the
indemnifying party will be entitled to participate in and, to the extent that it
may wish, jointly with any other indemnifying party similarly notified, to
assume the defense thereof, with counsel reasonably satisfactory to such
indemnified party, and after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof, the
indemnifying party will not be liable to such indemnified party under this
paragraph 7 for any legal or other expenses subsequently incurred by such
indemnified party in connection with the defense thereof other than reasonable
costs of investigation.

     8.   The Exercise Price in effect at the time and the number and kind of
securities purchasable upon the exercise of the Warrant shall be subject to
adjustment from time to time upon the happening of certain events as follows:

                                       7


          (a) In case the Company shall (i) declare a dividend or make a
distribution on its outstanding shares of Common Stock in shares of Common Stock
(other than issuance of Common Stock pursuant to antidilution provisions set
forth in the Registration Statement), (ii) subdivide or reclassify its
outstanding shares of Common Stock into a greater number of shares, (iii)
combine or reclassify its outstanding shares of Common Stock into a smaller
number of shares, or (iv) enter into any transaction whereby the outstanding
shares of Common Stock of the Company are at any time changed into or exchanged
for a different number or kind of shares or other security of the Company or of
another corporation through reorganization, merger, consolidation, liquidation
or recapitalization, then appropriate adjustments in the number of Shares (or
other securities for which such Shares have previously been exchanged or
converted) subject to this Representatives' Warrant shall be made and the
Exercise Price in effect at the time of the record date for such dividend or
distribution or of the effective date of such subdivision, combination,
reclassification, reorganization, merger, consolidation, liquidation or
recapitalization shall be proportionately adjusted so that the Holder of this
Representatives' Warrant exercised after such date shall be entitled to receive
the aggregate number and kind of shares of Common Stock which, if this
Representatives' Warrant had been exercised by such Holder immediately prior to
such date, he would have been entitled to receive upon such dividend,
distribution, subdivision, combination, reclassification, reorganization,
merger, consolidation, liquidation or recapitalization.  For example, if the
Company declares a 2 for 1 stock distribution and the Exercise Price hereof
immediately prior to such event was $20.15 per Share and the number of Shares
issuable upon exercise of this Representatives' Warrant was 27,500, the adjusted
Exercise Price immediately after such event would be $10.25 per Share and the
adjusted number of Shares issuable upon exercise of this Representatives'
Warrant would be 55,000.  Such adjustment shall be made successively whenever
any event listed above shall occur.

          (b) In case the Company shall fix a record date for the issuance of
rights or warrants to all holders of its Common Stock entitling them to
subscribe for or purchase shares of Common Stock (or securities convertible into
Common Stock) at a price (the "Subscription Price") (or having a conversion
price per share) less than the Exercise Price on a per share basis (the "Per
Share Exercise Price") on such record date, the Exercise Price shall be adjusted
so that the same shall equal the price determined by multiplying the number of
Shares by the Per Share Exercise Price in effect immediately prior to the date
of issuance by a fraction, the numerator of which shall be the sum of the number
of shares of Common Stock then outstanding on the record date mentioned below
and the number of additional shares of Common Stock which the aggregate offering
price of the total number of shares of Common Stock so offered (or the aggregate
conversion price of the convertible securities so offered) would purchase at the
Per Share Exercise Price in effect immediately prior to the date of such
issuance, and the denominator of which shall be the sum of the number of shares
of Common Stock outstanding on the record date mentioned below and the number of
additional shares of Common Stock offered for subscription or purchase (or into
which the convertible securities so offered are convertible).  Such adjustment
shall be made successively whenever such rights or warrants are issued and shall
become effective immediately after the record date for the determination of
stockholders entitled to receive such rights or warrants; and to the extent that
shares of Common Stock are not delivered (or securities

                                       8


convertible into Common Stock are not delivered) after the expiration of such
rights or warrants the Exercise Price shall be readjusted to the Exercise Price
which would then be in effect had the adjustments made upon the issuance of such
rights or warrants been made upon the basis of delivery of only the number of
shares of Common Stock (or securities convertible into Common Stock) actually
delivered.

          (c) In case the Company shall hereafter distribute to all holders of
its Common Stock evidences of its indebtedness or assets (excluding cash
dividends or distributions and dividends or distributions referred to in
Subsection (a) above) or subscription rights or warrants (excluding those
referred to in Subsection (b) above), then in each such case the Exercise Price
in effect thereafter shall be determined by multiplying the number of Shares by
the Per Share Exercise Price in effect immediately prior thereto, multiplied by
a fraction, the numerator of which shall be the total number of shares of Common
Stock then outstanding multiplied by the current market price per share of
Common Stock (as defined in Subsection (e) below), less the fair market value
(as determined by the Company's Board of Directors) of said assets, or evidences
of indebtedness so distributed or of such rights or warrants, and the
denominator of which shall be the total number of shares of Common Stock
outstanding multiplied by such current market price per share of Common Stock.
Such adjustment shall be made whenever any such distribution is made and shall
become effective immediately after the record date for the determination of
stockholders entitled to receive such distribution.

          (d) Whenever the Exercise Price payable upon exercise of the
Representatives' Warrant is adjusted pursuant to Subsections (a), (b) or (c)
above, the number of Shares purchasable upon exercise of this Representatives'
Warrant shall simultaneously be adjusted by multiplying the number of Shares
issuable upon exercise of this Representatives' Warrant by the Exercise Price in
effect on the date hereof and dividing the product so obtained by the Exercise
Price, as adjusted.

          (e) For the purpose of any computation under Subsection (c) above, the
current market price per share of Common Stock at any date shall be deemed to be
the average of the daily closing prices of the Common Stock for 30 consecutive
business days before such date. The closing price for each day shall be the last
sale price regular way or, in case no such reported sale takes place on such
day, the average of the last reported bid and asked prices regular way, in
either case on the principal national securities exchange on which the Common
Stock is admitted to trading or listed, or, if not listed or admitted to trading
on such exchange, the average of the highest reported bid and lowest reported
asked prices as reported by NASDAQ, or other similar organization if NASDAQ is
no longer reporting such information, or if not so available, the fair market
price as determined by the Board of Directors as set forth in Section 2(b)
herein.

          (f) No adjustment in the Exercise Price shall be required unless such
adjustment would require an increase or decrease of at least five cents ($0.05)
in such price; provided, however, that any adjustments which may by reason of
this Subsection (f) are not required to be made shall be carried forward and
taken into account in any subsequent adjustment

                                       9


required to be made hereunder. All calculations under this Section 8 shall be
made to the nearest cent or to the nearest one-hundredth of a share, as the case
may be. Anything in this Section 8 to the contrary notwithstanding, the Company
shall be entitled, but shall not be required, to make such changes in the
Exercise Price, in addition to those required by this Section 8, as it shall
determine, in its sole discretion, to be advisable in order that any dividend or
distribution in shares of Common Stock, or any subdivision, reclassification or
combination of Common Stock, hereafter made by the Company shall not result in
any Federal income tax liability to the holders of the Common Stock or
securities convertible into Common Stock.

          (g) Whenever the Exercise Price is adjusted, as herein provided, the
Company shall promptly cause a notice setting forth the adjusted Exercise Price
and adjusted number of Shares issuable upon exercise of the Representatives'
Warrant to be mailed to the Holder, at its address set forth herein, and shall
cause a certified copy thereof to be mailed to the Company's transfer agent, if
any.  The Company may retain a firm of independent certified public accountants
selected by the Board of Directors (who may be the regular accountants employed
by the Company) to make any computation required by this Section 8, and a
certificate signed by such firm shall be conclusive evidence of the correctness
of such adjustment.

          (h) In the event that at any time, as a result of an adjustment made
pursuant to the provisions of this Section 8, the Holder of the Representatives'
Warrant thereafter shall become entitled to receive any shares of the Company
other than Common Stock, thereafter the number of such other shares so
receivable upon exercise of the Representatives' Warrant shall be subject to
adjustment from time to time in a manner and on terms as nearly equivalent as
practicable to the provisions with respect to the Common Stock contained in
Subsections (a) to (f), inclusive, above.

     9.   This Agreement shall be governed by and in accordance with the laws of
the State of New York without regard to conflict of laws provision.

     IN WITNESS WHEREOF, WORLDQUEST NETWORKS, INC. has caused this
Representatives' Warrant to be signed by its duly authorized officers under its
corporate seal, and this Representatives' Warrant to be dated February 4, 2000.

                              WORLDQUEST NETWORKS, INC.


                              By:  /s/ Xxxxxxx X. Xxxxxx
                                 ---------------------------------------------
Attest:                            Xxxxxxx X. Xxxxxx
                                   President and Chief Operating Officer


  /s/ Xxxx X. Xxxx
------------------------------
Xxxx X. Xxxx
Chief Financial Officer

                                       10


                                 PURCHASE FORM
                                 -------------

                  (To be signed only upon exercise of Warrant)



     The undersigned, the holder of the foregoing Representatives' Warrant,
hereby irrevocably elects to exercise the purchase rights represented by such
Warrant for, and to purchase thereunder, _______________ Shares of Common Stock,
$.01 par value per share (the "Shares") WORLDQUEST NETWORKS, INC., payment of
$_______ therefor, and requests that the certificates for the Shares issued in
the name(s) of, and delivered to ________________________, whose address(es) is
(are):



Dated:  _______________, ____


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

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

                                      -----------------------------------
                                      Address

                                       11


                                 TRANSFER FORM
                                 -------------

         (To be signed only upon transfer of Representatives' Warrant)



     For value received, the undersigned hereby sells, assigns, and transfers
unto ______________________________ the right to purchase Shares represented by
the foregoing Representatives' Warrant to the extent of __________ Shares, and
appoints _________________________ attorney to transfer such rights on the books
of _________________ ____________, with full power of substitution in the
premises.  The undersigned believes that each transferee is a permitted
transferee under Section 3 of the Representatives' Warrant.



Dated:  _______________, ____


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

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

                                      -----------------------------------
                                      Address

In the presence of:

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