Execution Copy

NEITHER THIS NOTE NOR THE SECURITIES ISSUABLE HEREUNDER HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY APPLICABLE
STATE SECURITIES LAWS ("APPLICABLE LAWS"). SUCH SECURITIES MAY NOT BE SOLD,
OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO
THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF
THE ACT AND APPLICABLE LAWS.


                            BROADCASTLINKS.COM, INC.
                          CONVERTIBLE PROMISSORY NOTE

$100,000                                               San Francisco, California
                                                       December 21, 2000

      FOR VALUE RECEIVED, BroadcastLinks.com, Inc., a Delaware corporation, the
principal office of which is located at 1919 Broderick Street, San Francisco,
California 94115 hereby promises to pay to the order of D. Thomas Moody the
principal sum of ONE HUNDRED THOUSAND HUNDRED DOLLARS ($100,000) together with
any interest that may accrue pursuant to Section 2 below, which sum shall be due
and payable(absent the exercise in full of the conversion rights set forth in
Section 5 below) on the earliest to occur of (i) June 21, 2002, (ii) the
consummation of a Qualified Equity Financing (as defined below) by the Company,
(iii) a Change of Control (as defined below) of the Company or (iv) when
declared due and payable by the Holder after the occurrence of an Event of
Default (as defined below)(in any instance, the "Maturity Date"). Payment of all
amounts due hereunder shall be made by wire transfer to an account designated by
the Holder or as the Holder shall otherwise designate. This Note may be prepaid
at any time and from time to time without penalty or premium; provided, that
such prepayment shall not effect the Company's obligation to issue to the Holder
(as defined below) the warrant referenced in Section 8 below.

      This Note is being executed and delivered in connection with and as a part
of a convertible debt offering (the "Debt Offering") being conducted by the
Company.

      The following is a statement of the rights of the Holder and the
conditions to which this Note is subject and to which the Holder, by its
acceptance and execution of this Note, agrees:

      1.    DEFINITIONS. As used in this Note, the following terms have the
following meanings:




                                                                  Execution Copy

            "Company" means BroadcastLinks.com, Inc. and any corporation or
other entity which shall succeed to or assume the obligations of the Company
under this Note.

            "Change of Control" means (a) a reorganization, merger or
consolidation to which the Company is a party unless the holders of the
Company's capital stock immediately prior to the transaction are entitled to
cast a majority of the votes entitled to be cast for the election of Directors
immediately following such transaction; (b) the sale or other transfer of all or
substantially all of the Company's assets; or (c) the acquisition by any person
or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange
Act), directly or indirectly of beneficial ownership (within the meaning of Rule
13d-3 promulgated under the Exchange Act) of a majority of the combined voting
power of the then outstanding voting securities of the Company which are
entitled to vote generally in the election of directors.

            "Event of Default" has the meaning set forth in Section 3.1 below.

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

            "Holder" means any person who shall at the time be the registered
holder of this Note.

            "Qualified Equity Financing" means an equity financing or related
series of equity financings pursuant to which the Company issues and sells
equity securities in consideration of gross proceeds equal to at least Nine
Million Dollars ($9,000,000).

            "Transaction Notes" means this Note and any promissory note (the
terms and conditions of which are identical in all material respects with those
of this Note except for principal amount) executed and delivered by the Company
in connection with the Debt Offering.

      2.    INTEREST. Interest shall accrue at a rate equal to the prime rate as
published in the Wall Street Journal on the date of issuance of this Note plus
one and one-half percent (1 1/2%) compounding monthly (the "Initial Interest
Rate"), on the principal of this Note outstanding, from time to time, during the
period beginning on the date of issuance of this Note and ending on the date
that the principal amount of this Note becomes due and payable at maturity, by
acceleration or otherwise. In the event that the principal amount of this Note
is not paid in full when such amount becomes due and payable, interest at the
lesser of (i) the same rate as the Initial Interest Rate plus three and one-half
percent (3 1/2%), or (ii) the highest rate permitted by law, shall continue to
accrue on the balance of any unpaid amounts due under this Note until such
amounts are paid in full.

      3.    DEFAULT PROVISIONS.

            3.1   Events of Default. If any of the events specified below shall
occur (an "Event of Default"), the Holder may, so long as such condition exists,
declare the entire outstanding principal and any unpaid accrued interest thereon
immediately due and payable, by notice in writing to the Company:


                                        2



                                                                  Execution Copy

            (i)   if default shall be made in the due and punctual payment of
                  the principal and/or accrued interest of this Note when and as
                  the same shall become due and payable, whether at maturity, by
                  acceleration or otherwise, and shall be continuing for five
                  (5) days following written notice to the Company;

            (ii)  if default shall be made in the performance or observance of
                  any of the other material covenants, agreements or conditions
                  of the Company contained in this Note, and shall be continuing
                  for ten (10) days following written notice to the Company;

            (iii) the institution by the Company of proceedings to be
                  adjudicated as bankrupt or insolvent, or the consent by it to
                  institution of bankruptcy or insolvency proceedings against it
                  or the filing by it of a petition or answer or consent seeking
                  reorganization, release or other relief under the federal
                  Bankruptcy Code, or any other applicable federal or state law
                  or the consent by it to the filing of any such petition or the
                  appointment of a receiver, liquidator, assignee, trustee or
                  other similar official of the Company, or of any substantial
                  part of its property, or the making by it of an assignment for
                  the benefit of creditors, or the taking of corporate action by
                  the Company in furtherance of any such action; or

            (iv)  if, within sixty (60) days after the commencement of an action
                  against the Company (and service of process in connection
                  therewith on the Company) seeking any bankruptcy, insolvency,
                  reorganization, liquidation, dissolution or similar relief
                  under any present or future statute, law or regulation, such
                  action shall not have been resolved in favor of the Company or
                  all orders or proceedings thereunder affecting the operations
                  or the business of the Company stayed, or if the stay of any
                  such order or proceeding shall thereafter be set aside, or if,
                  within sixty (60) days after the appointment without the
                  consent or acquiescence of the Company of any trustee,
                  receiver or liquidator of the Company or of all or any
                  substantial part of the properties of the Company, such
                  appointment shall not have been vacated.

      3.2   Remedies. Incase any one or more Events of Default shall have
occurred, and whether or not acceleration of the maturity of this Note shall
have occurred, the Holder may, subject to the provisions of Section 4 below,
proceed to protect and enforce its rights by a suit in equity, action at law
and/or any other appropriate proceedings. No remedy herein conferred upon the
Holder is intended to be exclusive of any other remedy and each and every such
remedy shall be cumulative and shall be in addition to every other remedy given
hereunder or now or hereafter existing at law or in equity or by statute or
otherwise.


                                        3



                                                                  Execution Copy

      3.4   Course of Dealing; Etc. No course of dealing between the Company and
the Holder or any delay on the part of the Holder in exercising any rights
hereunder shall operate as a waiver of any rights of the Holder. The Company
hereby waives presentment, demand, notice, protest, and any other demands or
notices, in connection with the delivery, acceptance, indorsement, performance,
default, or enforcement of this Note, assents to any and all extensions or
postponements of time of payment or any other indulgence, and generally waives
all suretyship defenses and defenses in the nature thereof.

      4.    SUBORDINATION. The Company covenants and agrees and each Holder by
its acceptance thereof likewise covenants and agrees as follows:

      4.1   Senior Credit. The principal of, and interest on this Note are and
shall be subordinated in right of payment, as and to the extent set forth in
this Section 4, to the following (the "Senior Credit"): all indebtedness of the
Company which is not expressly subordinated to, or subordinated on a parity
with, the Transaction Notes and which is for money borrowed from any bank or
trust company or insurance company (other than indebtedness represented by one
of the Transaction Notes), whether outstanding on the date of this Note or
thereafter created or incurred, and renewals, extensions or refundings of any
such indebtedness.

      4.2   Terms of Subordination. Notwithstanding Section 4.1 above, payments
on account of principal of, and interest on, this Note may and shall be made
whenever full payment of amounts then due for principal and interest on the
Senior Credit has been made or duly provided for; provided, however, that (i) no
payment on account of principal of, or interest on, this Note shall be made if
at the time of such payment a default exists, or if immediately after giving
effect to such payment a default would exist, under the provisions of the Senior
Credit, and (ii) in the event of any insolvency or bankruptcy proceedings, or
any receivership, liquidation, reorganization or other similar proceedings in
connection therewith, relative to the Company or its property, or in the event
of any proceedings for voluntary liquidation, dissolution or other winding up of
the Company, whether or not involving insolvency or bankruptcy proceedings, or
in the event of any composition, arrangement, trust or mortgage for the benefit
of creditors, or marshalling of the assets and liabilities of the Company, then
all principal of, and premium, if any, and interest on, the Senior Credit shall
first be paid in full before any payment or distribution on account of principal
or interest is made upon this Note, and in any such proceedings and payment or
distribution of any kind or character, whether in cash, securities, or other
property, to which the Holder was not subordinated to the Senior Credit, shall
be paid by the liquidating trustee or agent or other person making such payment
or distribution or by holders of such indebtedness if received by them, directly
to the holders of the Senior Credit to the extent necessary to make payment in
full of the Senior Credit remaining unpaid, after giving effect to any
concurrent payment or distribution to or for the holders of such Senior Credit.
Subject to the prior payment in full of such Senior Credit, the Holder shall be
subrogated to the rights of the holders of the Senior Credit to receive payments
or distributions of cash, property or securities of the Company applicable to
the Senior Credit until the principal of, and interest on, this Note shall be
paid in full, and no such payments or distributions to the Holder of cash,
property or securities otherwise payable or distributable in respect of the
Senior Credit shall, as between the Company,


                                        4



                                                                  Execution Copy

its creditors other than the holders of the Senior Credit, and the Holder, be
deemed to be a payment by the Company on account of this Note.

      4.3   Enforcement of Obligations. The provisions of this Section 4 are and
are intended solely for the purpose of defining the relative rights of the
holders of the Senior Credit on the one hand and the Holder on the other hand.
Nothing contained in this Section 4 or elsewhere in this Note is intended to or
shall impair, as between the Company and the Holder, the obligation of the
Company, which is unconditional and absolute, to pay to the Holder the principal
of, and interest on, this Note as and when the same shall become due in
accordance with its terms, nor shall anything herein prevent the Holder from
exercising all remedies otherwise permitted by applicable law upon default under
this Note, subject to the rights, if any, under this Section 4 of the holders of
the Senior Credit to receive cash, securities or property otherwise payable or
distributable to the Holder.

      4.4   Further Assurances. The Holder shall execute and deliver such other
agreements or instruments necessary to effectuate the terms and conditions set
forth in this Section 4 as the Company may reasonably request.

      5.    CONVERSION.

      5.1   Conversion On Qualified Equity Financing. Subject to the provisions
set forth in this Section 5, the Holder shall have the right, at the Holder's
option, to convert this Note, in whole or in part upon the consummation of a
Qualified Equity Financing, into fully paid and nonassessable shares of the
equity security issued and sold by the Company in connection with such Qualified
Equity Financing (the "Qualified Equity Securities"). The number of shares of
Qualified Equity Securities into which this Note may be converted shall be
determined by dividing the principal amount of this Note then outstanding and
being converted, plus, all accrued interest to the date of conversion, by the
amount equal to 100% of the per share sale price of the Qualified Equity
Securities.

      5.2   Conversion On Change of Control. Subject to the provisions set forth
in this Section 5, the Holder shall have the right, at the Holder's option, to
convert this Note, in whole or in part, upon the consummation of a Change of
Control, into fully paid and non-assessable shares of the Company's most senior
class of equity securities issued and outstanding at such time or, if
applicable, to be issued in connection with the Change of Control (the "Senior
Equity Securities"). The number of shares of Senior Equity Securities into which
this Note may be converted shall be determined by dividing the principal amount
of the Note then outstanding and being converted plus all accrued interest to
the date of conversion by the amount equal to the per share value given to the
Senior Equity Securities for the purposes of consummating the Change of Control
or, in the case of a Stock Acquisition, the highest price per share paid for the
securities acquired in the Change of Control.

      5.3   Conversion Procedure. The Company shall give the Holder written
notice (a "Conversion Notice") that it has consummated a Qualified Equity
Financing or Change of


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                                                                  Execution Copy

Control, as the case may be (in either case, a "Conversion Event") as soon as
reasonably practicable after such event. Thereupon the Holder may exercise its
right to convert this Note into shares of Qualified Equity Securities or Senior
Equity Securities, as the case may be (in either case, the "Conversion Shares")
by delivering a written notice (the "Exercise Notice") together with this Note,
duly endorsed for transfer, to the Company within ten (10) days of the date upon
which the Conversion Notice was deemed delivered to the Holder pursuant to
Section 11 below. The Exercise Notice shall state the amount of principal and/or
interest to be converted and the name or names in which the certificate or
certificates for the Conversion Shares are to be issued. If the Holder fails to
deliver an Exercise Notice within the period specified above, such failure shall
be deemed to be a waiver of the Holder's conversion rights set forth herein.

      5.4   Effect of Conversion. The Company shall, within five (5) days of the
Holder's delivery of the Exercise Notice, issue and deliver to the Holder a
certificate or certificates for the number of Conversion Shares to which the
Holder shall be entitled as aforesaid. Such conversion shall be deemed to have
been made upon the consummation of the Conversion Event, and the person or
persons entitled to receive the Conversion Shares shall be treated for all
purposes as the record holder or holders of such shares as of such date, to the
extent permitted by law. No fractional Conversion Shares shall be issued upon
conversion of this Note. In lieu of the Company issuing any fractional shares to
the Holder upon the conversion of this Note, the Company shall make a cash
payment to the Holder equal to the same fraction of purchase price per share for
a Conversion Share. Upon conversion of this Note, the Company shall be forever
released from all its obligations and liabilities under this Note except for the
payment of any unconverted principal and/or interest.

      5.5   Further Assurances. The Holder shall execute and deliver such other
agreements or instruments necessary to effectuate the terms and conditions set
forth in this Section 5 as the Company may reasonably request.

      6.    REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company
represents and warrants to the Holder that (a) the issuance, sale and delivery
of this Note, and the issuance and delivery of the Conversion Shares, have been
duly authorized by all necessary corporate action on the part of the Company,
(b) the issuance, sale and delivery of this Note, and the Conversion Shares,
will not violate or conflict with (X) any provision of the charter or by-laws of
the Company, (Y) any statute, rule, regulation, judgment, order or injunction
applicable to the Company, or (Z) any provision of any agreement, instrument or
obligation to which the Company is a party or its property is bound, (c) the
Conversion Shares, when issued, will be duly and validly issued, fully paid and
nonassessable, and (d) the Conversion Shares, when issued, will be free from any
claims, liens or encumbrances, except those claims, liens or encumbrances
contemplated by the Conversion Event.

      7.    REPRESENTATIONS AND WARRANTIES OF THE HOLDER. The Holder represents,
warrants, acknowledges and covenants to the Company as follows:

            7.1   Investment. The Holder is acquiring the Note and the
Conversion Shares


                                        6



                                                                  Execution Copy

issuable hereunder for its own account for investment and not with a view to, or
for sale in connection with, any distribution thereof, nor with any present
intention of distributing or selling the same; and the Holder has no present or
contemplated agreement, undertaking, arrangement, obligation, indebtedness or
commitment providing for the disposition thereof.

            7.2   Authority. The Holder has full power and authority to lend
money to the Company in accordance with the terms of the Note. The Holder has
not been organized, reorganized or recapitalized specifically for the purpose of
investing in the Company. The execution, delivery and performance of this Note
by the Holder has been duly authorized by ail necessary action on behalf of the
Holder.

            7.3   Experience. The Company has made available to the Holder any
and all information which the Holder has deemed necessary in connection with the
issuance of this Note. The Holder has adequate net worth and means of providing
for its current needs and contingencies, and to sustain a complete loss of its
investment in the Company; the Holder's overall commitment to investments which
are not readily marketable are not disproportionate to the Holder's net worth
and the Holder's investment in this Note will not cause such overall commitment
to become excessive; and the Holder has sufficient knowledge and experience in
business and financial matters so as to be capable of evaluating the merits and
risks of its investment in the Company.

            7.4   Accredited Investor Status. The Holder understands that this
Note and the Conversion Shares issuable hereunder have been offered and will be
sold in reliance upon the exemption from the registration requirements of the
Securities Act of 1933, as amended (the "Act"), under Section 4(2) thereof. The
Holder represents that it is an "Accredited Investor," as that term is defined
in Rule 501(a) promulgated under the Act.

      8.    ISSUANCE OF WARRANT.

On the Maturity Date, regardless of whether or not the Holder exercises the
conversion rights set forth in Section 5 hereof, the Company shall issue to the
Holder a warrant (the "Warrant") (exercisable for the five year period following
the Maturity Date) for that number of shares (the "Warrant Shares") of the
Company's common stock, par value $.01 per share (the "Common Stock") based on
the following: (i) in the event the Company consummates a Qualified Equity
Financing, the number of Warrant Shares that the Holder will be entitled to
purchase under the Warrant shall equal the quotient obtained by dividing the
principal of the Note the outstanding by the purchase price per share for the
Qualified Equity Securities issued in connection therewith; (ii) in the event
that the Company consummates a Change in Control, the number of Warrant Shares
that the Holder will be entitled to purchase under the Warrant shall equal the
quotient obtained by dividing the principal of this Note then outstanding by the
value given to the Senior Equity Securities for the purpose of such Change of
Control; or (iii) in the event that an Event of Default occurs or the maturity
of this Note is reached without the consummation of a Qualified Equity Financing
or Change of Control the number of Warrant Shares that the Holder will be
entitled to purchaser under the Warrant shall equal the quotient obtained by
dividing the


                                        7



                                                                  Execution Copy

principal of this Note then outstanding by the price per share paid for the
Common Stock by a third party in the most recent an arm's length transaction
engaged in by the Company. Such warrant shall be in substantially the form of
Exhibit A attached hereto.

      In the event that this Note has been prepaid, in whole or part, prior to
the Maturity Date, the calculation of the number of shares that the Holder is
entitled to purchase upon the exercise of the warrant referenced herein shall be
based on the principal immediately outstanding prior to such prepayment.

      9.    ASSIGNMENT. The rights and obligations of the Company and the Holder
of this Note shall be binding upon and benefit the successors and assigns of the
parties. The Holder shall have the right to assign its rights and obligations
under this Note; provided, that the Holder delivers a written notice to be
Company at least fourteen (14) days prior to the date on which the Holder
intents to consummate such assignment together with all appropriate instruments
of transferor and an opinion of counsel reasonably satisfactory to the Company,
stating that the proposed assignment complies with the Act and applicable state
securities laws.

      10.   WAIVER AND AMENDMENT. Any provision of this Note may be amended,
waived or modified upon the written consent of the Company and the Holder.

      11.   NOTICES. Any notice, request, consent or other communication
required or permitted hereunder shall be in writing and shall be sent to the
respective parties at the addresses specified below:

      If to the Company, 2443 Fillmore Street, Suite 329, San Francisco, CA
94115, Attention: Leonard L. Firestone, President, CEO and Chairman, or at such
other address as the Company may designate in writing.

      If to the Holder, at 3664 Richmond Street, Jacksonville, FL 32205 or at
such other address as the Holder may designate in writing.

      Any party hereto may by notice so given change its address for future
notice hereunder. All notices, requests, consents and communications hereunder
shall be deemed to have been properly given (i) if by hand, at the time of the
delivery thereof to the receiving party at the address of such party set forth
above, (ii) if made by facsimile transmission, at the time that receipt thereof
has been acknowledged by electronic confirmation or otherwise, (iii) if sent by
overnight courier, on the next business day following the day such notice is
delivered to the courier service or (iv) if sent by registered or certified
mail, on the third business day following the day such mailing is made.

      12.   NO STOCKHOLDER RIGHTS. Prior to the exercise of the conversion
rights pursuant to Section 5 above, nothing contained in this Note shall be
construed as conferring upon the Holder or any other person the right to vote or
to consent or to receive notice as a stockholder in respect of meetings of
stockholders or any other matters or any rights whatsoever as a stockholder of
the


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                                                                  Execution Copy

Company; and no dividends or interest shall be payable or accrued in respect of
the securities obtainable hereunder until, and only to the extent that, this
Note shall have been converted pursuant to Section 5.

      13.   GOVERNING LAW. This Note shall be governed by and construed in
accordance with the laws of the State of New York, without reference to its
principles of conflicts of law.

      14.   HEADINGS; REFERENCES. All headings used herein are used for
convenience only and shall not be used to construe or interpret this Note.
Except where otherwise indicated, all references herein to Sections refer to
Sections hereof.

      IN WITNESS WHEREOF, the parties hereto have caused this Note to be
executed by their respective officers duly authorized as of the date first set
forth above.


                                        BROADCASTLINKS.COM, INC.


                                        By: /s/ Leonard L. Firestone
                                            ------------------------------------
                                            Name:  Leonard L. Firestone
                                            Title: President, CEO and Chairman


                                        9



                                                                       EXHIBIT A

            NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE HEREUNDER HAVE BEEN
            REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"),
            OR ANY APPLICABLE STATE SECURITIES LAWS ("APPLICABLE LAWS"). SUCH
            SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR
            HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
            UNDER THE ACT AND APPLICABLE LAWS OR AN OPINION OF COUNSEL
            SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH TRANSFER SHALL
            NOT BE IN VIOLATION OF THE ACT OR APPLICABLE LAWS.

                          COMMON STOCK PURCHASE WARRANT

Date of Issuance: ___________                              Certificate No. W-___

      For value received, BroadcastLinks.com, Inc., a Delaware corporation (the
"Company"), hereby grants to __________________________(the "Warrant Holder"),
or its Permitted Transferees, the right to purchase from the Company that number
of Warrant Shares calculated in accordance with the provisions of Section 2
below at a price per share of $.01 (the "Initial Exercise Price"). The exercise
price and number of Warrant Shares (and the amount and kind of other securities)
for which this Warrant is exercisable shall be subject to adjustment as provided
herein.

      1.    DEFINITIONS. The following capitalized terms have the meanings set
forth below:

      "Affiliate" of a designated Person shall mean (i) any member of the
immediate family of the designated Person or (ii) any Person directly or
indirectly who through one or more intermediaries, Controls, is Controlled by or
is under common Control with the designated person.

      "Change of Control" means (a) a reorganization, merger or consolidation to
which the Company is a party unless the holders of the Company's capital stock
immediately prior to the transaction are entitled to cast a majority of the
votes entitled to be cast for the election of Directors immediately following
such transaction; (b) the sale or other transfer of all or substantially all of
the Company's assets; or (c) the acquisition by any person or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act), directly or
indirectly, of beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act)


                                       A-l



of a majority of the combined voting power of the then outstanding voting
securities of the Company which are entitled to vote generally in the election
of directors.

      "Common Stock" means the Company's Common Stock, par value $.01 per share,
or any securities into which such Common Stock is hereafter converted or
exchanged.

      "Control" shall mean the possession, directly or indirectly, of the power
to direct or cause the direction of the management or policies of a person,
whether through ownership of voting securities, by contract or otherwise.

      "Equity Securities" means the Common Stock, Senior Equity Securities or
Qualified Equity Securities.

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

      "Fair Market Value" means, as to shares of the Common Stock: (i) if the
shares of the Common Stock are listed on any national securities exchange or
quoted on the National Association of Security Dealers, Inc. Automated Quotation
System, ("NASDAQ") National Market System ("NMS"), the average of the daily
closing prices for the fifteen (15) consecutive business days commencing twenty
(20) business days before the day in question (the "Trading Period"); (ii) if
the shares of the Common Stock are not listed on any national securities
exchange or quoted on NASDAQ/NMS but otherwise are quoted on the NASDAQ, the
average of the high and low bids as reported by NASDAQ for the Trading Period;
or (iii) if the shares of the Common Stock are neither listed on any national
securities exchange nor quoted on NASDAQ, the value determined by the Board of
Directors in accordance with a valuation methodology approved by the Board of
Directors in good faith.

      "Organic Change" has the meaning set forth in Section 5 below.

      "Person" means any individual, partnership, limited liability corporation,
joint venture, corporation, trust, unincorporated organization or government or
department or agency thereof.

      "Permitted Transferee" has the meaning set forth in Section 8 below.

      "Registered Holder" means the holder of this Warrant as reflected in the
records of the Company maintained pursuant to Section 13.

      "Required Holders" means the holders of a majority of the purchase rights
represented by this Warrant as originally issued which remain outstanding and
unexercised.


                                       A-2



      "Senior Equity Securities" means the Company's most senior equity
securities issued and outstanding immediately prior to the consummation of a
Change in Control, or, if applicable, to be issued in connection with a Change
of Control.

      "Transaction Notes" means those promissory notes issued by the Company in
connection with a debt offering, the commencement date of which was December 21,
2000.

      "Qualified Equity Financing" means an equity financing or related series
of equity financings pursuant to which the Company issues and sells equity
securities in consideration of gross proceeds equal to at least Nine Million
Dollars ($9,000,000).

      "Qualified Equity Securities" means those equity securities issued by the
Company in connection with a Qualified Equity Financing.

      "Warrant Shares" means shares of the Common Stock issuable upon exercise
of the Warrant; provided, that if the securities issuable upon exercise of the
Warrants are issued by an entity other than the Company or there is a change in
the class of securities so issuable, then the term "Warrant Shares" shall mean
shares of the security issuable upon exercise of the Warrants if such security
is issuable in shares, or shall mean the equivalent units in which such security
is issuable if such security is not issuable in shares.

      2. NUMBER OF WARRANT SHARES. The number of Warrant Shares issuable upon
the exercise or partial exercise of this Warrant shall be determined in
accordance with the following:

      2.1   Qualified Equity Financing. In the event the Company consummates a
Qualified Equity Financing, the number of Warrant Shares that the Registered
Holder will be entitled to purchase hereunder shall equal the quotient obtained
by dividing (i) the principal then outstanding on a certain Transaction
Promissory Note, the original holder of which is the Warrant Holder, by (ii) the
purchase price per share for such issued Qualified Equity Securities.

      2.2   Change of Control. In the event that the Company consummates a
Change in Control, the number of Warrant Shares that the Registered Holder will
be entitled to purchase hereunder shall equal the quotient obtained by dividing
(i) the principal then outstanding on a certain per share Transaction Promissory
Note, the original holder of which is the Warrant Holder, by (ii) by the value
per share given to the Senior Equity Securities for the purpose of such
transaction or in the case of a Stock Acquisition, the highest price paid per
share for the securities acquired in the Change of Control.


                                       A-3



      2.3   Event of Default or June 20, 2002. In the event that an Event of
Default occurs or the maturity of this Note is reached without the consummation
of a Qualified Equity Financing or Change of Control, the number of Warrant
Shares that the Registered Holder will be entitled to purchase hereunder shall
equal the quotient obtained by dividing (i) the principal then outstanding on a
certain Transaction Promissory Note, the original holder of which is the Warrant
Holder, by (ii) the price per share paid for the Common Stock by a third party
in the most recent arm's length transaction engaged in by the Company not
involving a compensation arrangement.

      2.4   Prepayment of Transaction Promissory Note. In the event that the
Transaction Promissory Note referenced herein has been prepaid, in whole or
part, prior to the Maturity Date (as defined therein), the calculation of the
number of shares that the Registered Holder is entitled to purchase upon the
exercise of this Warrant shall equal the quotient obtained by dividing (i) the
original principal of such note by (ii) the following as applicable: (A) the
purchase price per share for the Qualified Equity Securities issued in a
Qualified Equity Financing (B) the value per share given to the Senior Equity
Securities for the purpose of a Change of Control or in the case of a Stock
Acquisition, the highest price paid per share for the securities acquired in the
Change of Control or (C) the price per share paid for the Common Stock by a
third party in the most recent arm's-length transaction engaged in by the
Company not involving a compensation arrangement.

      3. EXERCISE OF WARRANT.

      3.1   Exercise Period. The purchase rights represented by this Warrant
shall terminate on or before 5:00 p.m., Pacific time, on [June 20, 2007] or, if
such day is not a business day, on the next preceding business day.

      3.2   Exercise Procedure.

            (i)     The purchase rights represented by this Warrant are
exercisable by the Warrant Holder in whole or in part, but for not less than
1,000 shares at a time (or such lesser number of shares which may constitute the
maximum number purchasable; such number being subject to adjustment as provided
herein, at any time, or from time to time, during the Exercise Period when all
of the following items have been delivered to the Company (the "Exercise Time"):

                    (a)   a completed Exercise Agreement, as described in
                          Section 3.3 below, executed by the Person exercising
                          all or part of the purchase rights represented by this
                          Warrant (the "Purchaser");


                                       A-4



                    (b)   this Warrant;

                    (c)   if the Purchaser is not the Registered Holder, an
                          Assignment or Assignments in substantially the form of
                          Exhibit A attached hereto evidencing the assignment of
                          this Warrant to the Purchaser;

                    (d)   payment in the form of any of the following or a
                          combination thereof: (x) a check payable to the
                          Company in an amount equal to the product of the
                          Exercise Price multiplied by the number of Warrant
                          Shares being purchased upon such exercise (the
                          "Aggregate Exercise Price").(y) the surrender to the
                          Company of securities of the Company having a value
                          equal to the Aggregate Exercise Price of the Warrant
                          Shares being purchased upon such exercise (which value
                          in the case of debt securities shall be the principal
                          amount thereof and in the case of shares of Common
                          Stock shall be the Fair Market Value thereof), or (z)
                          the delivery of a notice to the Company that the
                          Purchaser is exercising the Warrant by authorizing the
                          Company to reduce the number of Warrant Shares subject
                          to the Warrant by the number of shares having an
                          aggregate Fair Market Value equal to the Aggregate
                          Purchase Price.

            (ii)    Certificates for Warrant Shares purchased upon exercise of
this Warrant shall be delivered by the Company to the Purchaser within ten (10)
business days after the date of the Exercise Time together with any cash payable
in lieu of a fraction of a share pursuant to Section 12 hereof. Unless this
Warrant has expired or all of the purchase rights represented hereby have been
exercised, the Company shall prepare a new Warrant, substantially identical
hereto, representing the rights formerly represented by this Warrant which have
not expired or been exercised and shall, within such ten-day period, deliver
such new Warrant to the Person designated for delivery in the Exercise
Agreement.

            (iii)   The Warrant Shares issuable upon the exercise of this
Warrant shall be deemed to have been issued to the Purchaser at the Exercise
Time, and the Purchaser shall be deemed for all purposes to have become the
record holder of such Warrant Shares at the Exercise Time.

            (iv)    The issuance of certificates for Warrant Shares upon
exercise of this Warrant shall be made without charge to the Registered Holder
or the Purchaser for any issuance tax in


                                       A-5



respect thereof or other cost incurred by the Company in connection with such
exercise and the related issuance of Warrant Shares.

            (v)     The Company shall not close its books against the transfer
of this Warrant or of any Warrant Shares issued or issuable upon the exercise of
this Warrant in any manner which interferes with the timely exercise of this
Warrant. The Company shall from time to time take all such action as may be
necessary to assure that the par value per share of the unissued Warrant Shares
acquirable upon exercise of this Warrant is at all times equal to or less than
the Exercise Price. In the event that the Company fails to comply with its
obligations set forth in the foregoing sentence, the Purchaser may (but shall
not be obligated to) purchase Warrant Shares hereunder at par value, and the
Company shall be obligated to reimburse the Purchaser for the aggregate amount
of consideration paid in connection with such exercise in excess of the Exercise
Price.

            (vi)    The Company shall assist and cooperate with the Registered
Holder or any Purchaser required to make any governmental filings or obtain any
governmental approvals prior to or in connection with any exercise of this
Warrant.

            (vii)   Notwithstanding any other provision hereof, if an exercise
of any portion of this Warrant is to be made in connection with a public
offering or a sale of the Company (pursuant to a merger, sale of stock or
otherwise), such exercise may at the election of the holder be conditioned upon
the consummation of such transaction, in which case such exercise shall not be
deemed to be effective until immediately prior to the consummation of such
transaction.

            (viii)  The Company shall at all times reserve and keep available
out of its authorized but unissued shares of Common Stock solely for the purpose
of issuance upon the exercise of this Warrant, the maximum number of Warrant
Shares issuable upon the exercise of this Warrant. All Warrant Shares which are
so issuable shall, when issued and upon the payment of the Exercise Price, be
duly and validly issued, fully paid and nonassessable and free from all taxes,
liens and charges. The Company shall take all such actions as may be necessary
to ensure that all such Warrant Shares may be so issued without violation by the
Company of any applicable law or governmental regulation or any requirements of
any domestic securities exchange upon which shares of Common Stock or other
securities constituting Warrant Shares may be listed (except for official notice
of issuance which shall be delivered by the Company upon each such issuance).

            (ix)    If the Warrant Shares issuable by reason of exercise of this
Warrant are convertible into or exchangeable for any other stock or securities
of the Company, the Company shall, at the Registered Holder's option and upon
surrender of this Warrant by such Registered


                                       A-6



Holder as provided above together with any notice, statement or payment required
to effect such conversion or exchange of Warrant Shares, deliver to such
Registered Holder (or as otherwise specified by such Registered Holder) a
certificate or certificates representing the stock or securities into which the
Warrant Shares issuable by reason of such conversion are convertible or
exchangeable, registered in such name or names and in such denomination or
denominations as such Registered Holder has specified.

            (x)     The Company shall not, and shall not permit its subsidiaries
to, directly or indirectly, by any action (including, without limitation,
reincorporation in a jurisdiction other than Delaware, amending its Certificate
of Incorporation or through any Organic Change, issuance or sale of securities
or any other voluntary action) avoid or seek to avoid the observance or
performance of any of terms of this Warrant or impair or diminish its value
(except for any action which ratably affects all Warrant Shares and shares of
Common Stock), but shall at all times in good faith assist in the carrying out
of all such terms of Warrant. Without limiting the generality of the foregoing,
the Company shall (a) obtain all such authorizations, exemptions or consents
from any public regulatory body having jurisdiction thereof as may be necessary
to enable the Company to perform its obligations under this Warrant and (b) not
undertake any reverse stock split, combination, reorganization or other
reclassification of its capital stock which would have the effect of making this
Warrant exercisable for less than one share of Common Stock.

            (xi)    No stockholder of the Company has or shall have any
preemptive right to subscribe for the Warrant Shares issuable pursuant hereto.

      3.3   Exercise Agreement. Upon any exercise of this Warrant, the
Registered Holder shall deliver to the Company an Exercise Agreement in
substantially the form of Exhibit B attached hereto, except that if the Warrant
Shares are not to be issued in the name of the Registered Holder, the Exercise
Agreement shall also state the name of the Person to whom the certificates for
the Warrant Shares are to be issued, and if the number of Warrant Shares to be
issued does not include all of the Warrant Shares purchasable hereunder, it
shall also state the name of the Person to whom a new Warrant for the
unexercised portion of the rights hereunder is to be issued.

      4.    SUBDIVISION OR COMBINATION OF COMMON STOCK. If the Company at any
time subdivides (by any stock split, stock dividend, recapitalization or
otherwise) the Common Stock into a greater number of shares or pays a dividend
or makes a distribution to holders of the Common Stock in the form of shares of
Common Stock, the Exercise Price shall be proportionately reduced and the number
of Warrant Shares obtainable upon exercise of this Warrant shall be
proportionately increased. If the Company at any time combines (by reverse


                                       A-7



stock split or otherwise) the Common Stock into a smaller number of shares, the
Exercise Price shall be proportionately increased and the number of Warrant
Shares obtainable upon exercise of this Warrant shall be proportionately
decreased.

      5.    ORGANIC CHANGE. Any recapitalization, reorganization,
reclassification, consolidation, merger, sale of all or substantially all of the
Company's assets, dividends, distributions or other transaction which is
effected in such a way that holders of Common Stock are entitled to receive
(either directly or upon subsequent liquidation) stock, securities or assets
(excluding cash dividends paid or payable solely out of retained earnings) with
respect to or in exchange for Common Stock and which is not covered by Section 4
is referred to herein as an "Organic Change". Prior to the consummation of any
Organic Change, the Company shall make appropriate provision to ensure that each
holder of Warrants shall thereafter have the right to acquire and receive upon
exercise thereof, in lieu of or addition to (as the case may be) the Warrant
Shares immediately theretofore acquirable and receivable upon exercise of such
holder's Warrants, such shares of stock, securities or assets as may be issued
or payable with respect to or in exchange for the number of Warrant Shares
immediately theretofore acquirable and receivable upon exercise of such holder's
Warrants had such Organic Change not taken place. In any such case, the Company
shall make appropriate provision with respect to such holder's rights and
interests to insure that the provisions hereof shall thereafter be applicable to
the Warrants. If, as a consequence of any such Organic Change, solely cash, and
no securities or other property of any kind, is deliverable upon exercise of
this Warrant, then, in such event, the Company may terminate this Warrant by
giving the Registered Holder hereof written notice thereof. Such notice shall
specify the date (at least (30) days subsequent to the date on which notice is
given) on which this Warrant shall terminate.

      6.    REPRESENTATIONS AND WARRANTIES OF THE WARRANT HOLDER. The Warrant
Holder represents, warrants, acknowledges and covenants to the Company as
follows:

      6.1 Investment. The Warrant Holder is acquiring this Warrant and the
Warrant Shares issuable hereunder for its own account for investment and not
with a view to, or for sale in connection with, any distribution thereof, nor
with any present intention of distributing or selling the same; and the Warrant
Holder has no present or contemplated agreement, undertaking, arrangement,
obligation, indebtedness or commitment providing for the disposition thereof.

      6.2 Authority. The Warrant Holder has full power to execute and deliver
this Warrant and to exercise its rights hereunder. The Warrant Holder has not
been organized, reorganized or recapitalized specifically for the purpose of
investing in the Company. The execution, delivery and performance of this
Warrant by the Warrant Holder have been duly authorized by all necessary action
on behalf of the Warrant Holder.


                                       A-8



      6.3 Experience. The Company has made available to the Warrant Holder any
and all information which the Warrant Holder has deemed necessary in connection
with the issuance of this Warrant. The Warrant Holder has adequate net worth and
means of providing for its current needs and contingencies, and to sustain a
complete loss of its investment in the Company; the Warrant Holder's overall
commitment to investments which are not readily marketable are not
disproportionate to the Warrant Holder's net worth and the Warrant Holder's
investment in this Warrant will not cause such overall commitment to become
excessive; and the Warrant Holder has sufficient knowledge and experience in
business and financial matters so as to be capable of evaluating the merits and
risks of its investment in the Company.

      6.4 Accredited Investor Status. The Warrant Holder understands that this
Warrant and the Warrant Shares issuable hereunder have been offered and will be
sold in reliance upon the exemption from the registration requirements of the
Securities Act of 1933, as amended (the "Act"), under Section 4(2) thereof. The
Warrant Holder represents that it is an "Accredited Investor," as that term is
defined in Rule 501(a) promulgated under the Act.

      7.    NOTICES. The Company shall give written notice to the Registered
Holder: (i) immediately upon any adjustment of the Exercise Price or the number
of Warrant Shares, setting forth in reasonable detail and certifying the
calculation of such adjustment, or (ii) at least 30 days prior to the date on
which any Organic Change, dissolution or liquidation shall take place.

      8.    NO VOTING RIGHTS; LIMITATIONS OF LIABILITY. This Warrant shall not
entitle the holder hereof to any voting rights or other rights as a stockholder
of the Company. No provision hereof, in the absence of affirmative action by the
Registered Holder to purchase Warrant Shares, and no enumeration herein of the
rights or privileges of the Registered Holder shall give rise to any liability
of such holder for the Exercise Price of Warrant Shares acquirable by exercise
hereof or as a stockholder of the Company.

      9.    WARRANT TRANSFERABLE. This Warrant and all rights hereunder are
transferable, in whole or in part, without charge to the Registered Holder upon
surrender of this Warrant with a properly executed Assignment (in substantially
the form of Exhibit A hereto) at the principal office of the Company, provided,
that such transferee is an Affiliate of the Registered Holder (a "Permitted
Transferee").

      10.   WARRANT EXCHANGEABLE FOR DIFFERENT DENOMINATIONS. This Warrant is
exchangeable, upon the surrender hereof by the Registered Holder at the
principal office of the Company, for new Warrants of like tenor representing in
the aggregate the purchase rights hereunder, and each of such new Warrants shall
represent such portion of such rights as is designated by the Registered Holder
at the time of such surrender. At the request of the Registered Holder


                                       A-9



(pursuant to a transfer of Warrants or otherwise), this Warrant may be exchanged
for one or more Warrants to purchase Common Stock. The date the Company
initially issues this Warrant shall be deemed to be the date of issuance hereof
regardless of the number of times new certificates representing the unexpired
and unexercised rights formerly represented by this Warrant shall be issued. All
Warrants representing portions of the rights hereunder are referred to herein as
the "Warrants."

      11.   REPLACEMENT. Upon receipt of evidence reasonably satisfactory to the
Company (an affidavit of the Registered Holder shall be satisfactory) of the
ownership and the loss, theft, destruction or mutilation of any certificate
evidencing this Warrant, and in the case of any such loss, theft or destruction,
upon receipt of a bond or indemnity reasonably satisfactory to the Company, or,
in the case of any such mutilation upon surrender of such certificate, the
Company shall (at its expense) execute and deliver in lieu of such certificate a
new certificate of like kind representing the same rights represented by such
lost, stolen, destroyed or mutilated certificate and dated the date of such
lost, stolen, destroyed or mutilated certificate.

      12.   NOTICES. Except as otherwise expressly provided herein, any notice,
request, consent or other communication required or permitted hereunder shall be
in writing and shall be sent to the respective parties at the addresses
specified below:

      If to the Company, at 2443 Fillmore Street, Suite 329, San Francisco, CA
94115, Attention: Leonard L. Firestone, President, CEO and Chairman, or at such
other address as the Company may designate in writing.

      If to the Registered Holder, at ___________________________, or at such
other address as the Registered Holder may designate in writing.

      Any party hereto may by notice so given change its address for future
notice hereunder. All notices, requests, consents and communications hereunder
shall be deemed to have been properly given (i) if by hand, at the time of the
delivery thereof to the receiving party at the address of such party set forth
above, (ii) if made by facsimile transmission, at the time that receipt thereof
has been acknowledged by electronic confirmation or otherwise, (iii) if sent by
overnight courier, on the next business day following the day such notice is
delivered to the courier service or (iv) if sent by registered or certified
mail, on the third business day following the day such mailing is made.

      12.   AMENDMENT AND WAIVER. Except as otherwise provided herein, the
provisions of the Warrants may be amended and the Company may take any action
herein prohibited, or omit to perform any act herein required to be performed by
it, only if the Company has obtained the prior written consent of the Required
Holders.


                                      A-10



      13.   WARRANT REGISTER. The Company shall maintain at its principal
executive offices books for the registration and the registration of transfer of
Warrants. The Company may deem and treat the Registered Holder as the absolute
owner hereof (notwithstanding any notation of ownership or other writing thereon
made by anyone) for all purposes and shall not be affected by any notice to the
contrary.

      14.   FRACTIONS OF SHARES. The Company may, but shall not be required to,
issue a fraction of a Warrant Share upon the exercise of this Warrant in whole
or in part. As to any fraction of a share which the Company elects not to issue,
the Company shall make a cash payment in respect of such fraction in an amount
equal to the same fraction of the Fair Market Value of a Warrant Share on the
date of such exercise.

      15.   GOVERNING LAW; JURISDICTION. THE CONSTRUCTION, VALIDITY AND
INTERPRETATION OF THIS WARRANT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK WITHOUT REFERENCE TO ITS CONFLICTS OF LAW PRINCIPLES.

                                    * * * * *


                                      A-11



      IN WITNESS WHEREOF, the Company has caused this Warrant to be signed and
attested by its duly authorized officers under its corporate seal and to be
dated the date hereof.

                                        BROADCASTLINKS.COM, INC.


                                        By:    \s\ Leonard L. Firestone
                                               ---------------------------------
                                        Name:  Leonard L. Firestone
                                        Title: President, CEO and Chairman


[CORPORATE SEAL]

Attest:


____________________________


                                      A-12



                                                                       EXHIBIT A

                                   ASSIGNMENT

            FOR VALUE RECEIVED,________________________________________hereby
sells, assigns and transfers all of the rights of the undersigned under the
attached Warrant (Certificate No. W- ________) with respect to the number of the
Warrant Shares covered thereby set forth below, unto:

Names of Assignee                  Address                         No. of Shares


Dated:                                  Signature  _____________________________

                                                   _____________________________

                                        Witness    _____________________________


                                      A-13



                                                                       EXHIBIT B

                               EXERCISE AGREEMENT

To:                                  Dated:

            The undersigned, pursuant to the provisions set forth in the
attached Warrant (Certificate No. W-__________), hereby agrees to subscribe for
the purchase of_________________Warrant Shares covered by such Warrant and makes
payment herewith in full therefor at the price per share provided by such
Warrant.


                                        Signature_______________________________

                                        Address_________________________________


                                      A-14