THIS WARRANT AND SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), NOR
UNDER ANY STATE SECURITIES LAW AND SUCH SECURITIES MAY NOT BE PLEDGED, SOLD,
ASSIGNED, HYPOTHECATED, OR OTHERWISE TRANSFERRED UNTIL (1) A REGISTRATION
STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE ACT AND ANY APPLICABLE
STATE SECURITIES LAW OR (2) THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE
COMPANY OR COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND
OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES
MAY BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED, OR TRANSFERRED WITHOUT AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE
THE TRANSFER OF THIS WARRANT OR SHARES ISSUABLE UPON THE EXERCISE
HEREOF IS RESTRICTED AS DESCRIBED HEREIN.
EXERCISABLE ONLY ON OR AFTER THE DATE HEREOF AND ON OR PRIOR TO 5:00 P.M.
NEW YORK CITY TIME ON NOVEMBER 30, 2003.
WATTAGE MONITOR INC.
This certifies that, for value received, Wattage Monitor Inc. (the "Company"), a Nevada corporation, has issued
to RHL Ventures LLC (the "Holder") the number of Warrants (the "Warrants") specified above. Each Warrant
initially entitles the Holder to purchase, subject to the provisions of this Warrant Certificate and the Warrant
Agreement (as hereinafter defined), one fully paid and non-assessable share of common stock of the Company,
par value $.01 per share ("Common Stock"), at any time on or after the date hereof, and prior to 5:00 p.m.
(New York City time) on November 30, 2003, for an exercise price of $0.272 per Warrant (the "Exercise
This Warrant Certificate and each Warrant represented hereby are issued pursuant to and are subject in all
respects to the terms and conditions set forth in the Warrant Agreement (the "Warrant Agreement"), dated as of
November 30, 2000 by and between the Company and the Holder. Capitalized terms used but not otherwise
defined herein sha