THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF
THIS WARRANT HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT BE
TRANSFERRED UNTIL (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT") SHALL HAVE BECOME EFFECTIVE WITH RESPECT
THERETO OR (ii) RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER THE SECURITIES
ACT IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER NOR IS SUCH
TRANSFER IN VIOLATION OF ANY APPLICABLE STATE SECURITIES LAWS. THIS LEGEND SHALL
BE ENDORSED UPON ANY WARRANT ISSUED IN EXCHANGE FOR THIS WARRANT OR ANY SHARES
OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT.

No. _________

                           WARRANT TO PURCHASE COMMON STOCK

                                       OF

                           MEDIA SERVICES GROUP, INC.

         This is to Certify That, FOR VALUE RECEIVED, ______________________ or
assigns ("Holder"), is entitled to purchase, subject to the provisions of this
Warrant, from Media Services Group, Inc., a Nevada corporation (the "Company"),
___________ (_____) fully paid, validly issued and nonassessable shares of the
common stock of the Company ("Common Stock") at an exercise price of no less
than [$0.50 above market price of Common Stock on the date of closing] per share
(the "Exercise Price") at any time or from time to time during the period from
[Date of Issuance], 2004 through [Date of Issuance], 2009 (the "Exercise
Period"). The shares of Common Stock deliverable upon such exercise, are
hereinafter sometimes referred to as "Warrant Shares." This Warrant, together
with warrants of like tenor, constituting in the aggregate warrants (the
"Warrants") to purchase shares of Common Stock, is being issued in connection
with a private placement of the Company's securities, pursuant to a Subscription
Agreement dated as of __________, 2004 (the "Subscription Agreement"). (a)
EXERCISE OF WARRANT.
(1) This Warrant may be exercised in whole or in part at any time or from time
to time during the Exercise Period; provided, however, that (i) if such day is a
day on which banking institutions in the State of New York are authorized by law
to close, then on the next succeeding day which shall not be such a day, and
(ii) in the event of any merger, consolidation or sale of substantially all the
assets of the Company as an entirety, resulting in any distribution to the
Company's stockholders, prior to termination of the Exercise Period, the Holder
shall have the right to exercise this Warrant commencing at such time through
the termination of the Exercise Period 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 of Common Stock into which this Warrant might have been
exercisable immediately prior thereto. This Warrant may be exercised by
presentation and surrender hereof to the Company at its principal office with
the Purchase Form annexed hereto duly executed and accompanied by payment of the
Exercise Price for the number of Warrant Shares specified in such form. As soon
as practicable after each such exercise of this Warrant, following the receipt
of good and available funds, the Company shall issue and deliver to the Holder a
certificate or certificates for the Warrant Shares issuable upon such exercise,
registered in the name of the Holder or its designee and bearing a restrictive
legend substantially similar to the one set forth on the front page of this
Warrant. If this Warrant should be exercised in part only, the Company shall,
upon surrender of this Warrant for cancellation, execute and deliver a new
Warrant evidencing the rights of the Holder thereof to purchase the balance of
the Warrant Shares purchasable thereunder. As of the end of business on the date
of receipt by the Company of this Warrant at its office in proper form for
exercise, the Holder shall be deemed to be the holder of record of the shares of
Common Stock issuable upon such exercise, notwithstanding that the stock
transfer books of the Company shall then be closed or that certificates
representing such shares shall not then be physically delivered to the Holder.
(2) At any time during the Exercise Period, the Holder may, at its option,
exercise this Warrant by exchanging this Warrant, in whole or in part (a
"Warrant Exchange"), into the number of Warrant Shares determined in accordance
with this Section (a)(2), by surrendering this Warrant at the principal office
of the Company or at the office of its stock transfer agent, accompanied by a
properly prepared notice stating such Holder's intent to effect such exchange,
the number of Warrant Shares to be exchanged and the date on which the Holder
requests that such Warrant Exchange occur (the "Notice of Exchange"). The
Warrant Exchange shall take place on the date specified in the Notice of
Exchange or, if later, the date the Notice of Exchange is received by the
Company (the "Exchange Date"). Certificates for the shares issuable upon such
Warrant Exchange and, if applicable, a new warrant of like tenor evidencing the
balance of the shares remaining subject to this Warrant, shall be issued as of
the Exchange Date and delivered to the Holder as soon as practicable following
the Exchange Date and, if deemed appropriate by the Company, bearing a
restrictive legend substantially similar to the one set forth on the front page
of this Warrant.
(b) RESERVATION OF SHARES. The Company shall at all times reserve for issuance
and/or delivery upon exercise of the Warrants such number of shares of Common
Stock as shall be required for issuance and delivery upon exercise of the
Warrants.
(c) EXCHANGE, TRANSFER, ASSIGNMENT OR LOSS OF WARRANT. This Warrant is
exchangeable, without expense, at the option of the Holder, upon presentation
and surrender hereof to the Company or at the office of its stock transfer
agent, if any, for other warrants of different denominations entitling the
holder thereof to purchase in the aggregate the same number of shares of Common
Stock purchasable hereunder. Upon surrender of this Warrant to the Company at
its principal office or at the office of its stock transfer agent, if any, with
the Assignment Form annexed hereto duly executed by the Holder and funds
sufficient to pay any transfer tax delivered by the Holder, the Company shall,
without charge, subject to the Holder's compliance with the restrictive legend
set forth on the front page of this Warrant, execute and deliver a new Warrant
in the name of the assignee named in such instrument of assignment and this
Warrant shall promptly be cancelled. This Warrant may be divided or combined
with other warrants that carry the same rights upon presentation hereof at the
principal office of the Company or at the office of its stock transfer agent, if
any, together with a written notice specifying the denominations in which new
warrants are to be issued to the Holder and signed by the Holder hereof. The
term "Warrants" as used herein includes any warrants into which this Warrant may
be divided or exchanged. Upon receipt by the Company of evidence satisfactory to
it of the loss, theft, destruction or mutilation of this Warrant, and (in the
case of loss, theft or destruction) of reasonably satisfactory indemnification,
and upon surrender and cancellation of this Warrant, if mutilated, the Company
will execute and deliver a new Warrant of like tenor and date. Any such new
Warrant executed and delivered shall constitute an additional contractual
obligation on the part of the Company, whether or not this Warrant so lost,
stolen, destroyed, or mutilated shall be at any time enforceable by anyone.
(d) RIGHTS OF THE HOLDER. The Holder shall not, by virtue hereof, be entitled to
any rights of a shareholder in the Company, either at law or equity, and the
rights of the Holder are limited to those expressed in this Warrant and are not
enforceable against the Company except to the extent set forth herein. (e)
ADJUSTMENT PROVISIONS. The Exercise Price in effect at any time and the number
and kind of securities purchasable upon the exercise of the Warrants shall be
subject to adjustment from time to time upon the happening of certain events as
follows:
(1) In case the Company shall hereafter (i) declare a dividend or make a
distribution on its outstanding Common Stock in shares of Common Stock, (ii)
subdivide or reclassify its outstanding Common Stock into a greater number of
shares, or (iii) combine or reclassify its outstanding Common Stock into a
smaller number of shares, 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 or reclassification shall be adjusted so that it shall
equal the price determined by multiplying the Exercise Price by a fraction, the
denominator of which shall be the number of shares of Common Stock outstanding
after giving effect to such action, and the numerator of which shall be the
number of shares of Common Stock outstanding immediately prior to such action.
Such adjustment shall be made successively whenever any event listed above shall
occur.
(2) Whenever the Exercise Price payable upon exercise of each Warrant is
adjusted pursuant to Subsection (1) above, the number of Warrant Shares
purchasable upon exercise of this Warrant shall simultaneously be adjusted to
the number of Warrant Shares resulting from multiplying the number of Warrant
Shares initially issuable upon exercise of this Warrant by the Exercise Price in
effect immediately prior to such adjustment and dividing the product so obtained
by the Exercise Price, as adjusted.
(3) In the event that at any time, as a result of an adjustment similar to any
adjustment made pursuant to Subsection (1) above, the Holder of this 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 this 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 Subsection (1) above. (4) Irrespective
of any adjustments in the Exercise Price or the number or kind of shares
purchasable upon exercise of this Warrant, Warrants theretofore issued may
continue to express the same price and number and kind of shares as are stated
in the similar Warrants initially issuable pursuant to this Warrant. (f)
RECLASSIFICATION, REORGANIZATION OR MERGER. In case of any reclassification,
capital reorganization or other change of outstanding Common Stock of the
Company, or in case of any consolidation or merger of the Company with or into
another corporation (other than a merger with a subsidiary in which merger the
Company is the continuing corporation and which does not result in any
reclassification, capital reorganization or other change of outstanding Common
Stock of the class issuable upon exercise of this Warrant) or in case of any
sale, lease or conveyance to another corporation of the property of the Company
as an entirety, the Company shall, as a condition precedent to such transaction
and to the extent reasonably deemed necessary, cause effective provisions to be
made so that the Holder shall have the right thereafter by exercising this
Warrant at any time prior to the expiration of the Warrant, to purchase the kind
and amount of shares of stock and other securities and property receivable upon
such reclassification, capital reorganization and other change, consolidation,
merger, sale or conveyance by a holder of the number of shares of Common Stock
that might have been purchased upon exercise of this Warrant immediately prior
to such reclassification, change, consolidation, merger, sale or conveyance. Any
such provision shall include provision for adjustments which shall be as nearly
equivalent as may be practicable to the adjustments provided for in this
Warrant. The foregoing provisions of this Section (f) shall similarly apply to
successive reclassifications, capital reorganizations and changes of Common
Stock and to successive consolidations, mergers, sales or conveyances. In the
event that in connection with any such capital reorganization or
reclassification, consolidation, merger, sale or conveyance, additional shares
of Common Stock shall be issued in exchange, conversion, substitution or
payment, in whole or in part, for a security of the Company other than Common
Stock, any such issue shall be treated as an issue of Common Stock covered by
the provisions of Subsection (1) of Section (e) hereof.
(g) REGISTRATION UNDER THE SECURITIES ACT OF 1933. The holders of the Warrants
and the Warrant Shares or their transferees (other than a transferee who
acquires shares pursuant to Rule 144 or an effective registration statement)
shall be entitled to the registration rights set forth in the Subscription
Agreement. The provisions of Article V of the Subscription Agreement are
incorporated herein by reference as if fully set forth herein. (h) MODIFICATION
OF AGREEMENT. The provisions of this Warrant may from time to time be amended,
modified or waived, if such amendment, modification or waiver is applicable to
all of the Warrants and is in writing and consented to by the Company and the
Holder.
(i) CORPORATE APPROVALS. The Company represents that all corporate actions on
the part of the Company, its officers, directors and shareholders necessary for
the sale and issuance of the shares pursuant hereto and the performance of the
Company's obligations hereunder were taken prior to and are effective as of the
effective date of this Warrant.
(j) NO CONTRAVENTION. The Company will not, by amendment of its certificate of
incorporation or through any consolidation, merger, reorganization, transfer of
assets, dissolution, issue or sale of securities or other voluntary action,
avoid or seek to avoid the observance or performance of any of the terms of this
Warrant, but will at all times in good faith assist in the carrying out of all
of the terms and in the taking of all actions necessary or appropriate in order
to protect the rights of the holder of this Warrant.

         IN WITNESS WHEREOF, the Company has caused this Warrant to be signed in
its name by its duly authorized officer.

                           MEDIA SERVICES GROUP, INC.



                                            By:_________________________________
                                                 Name:
                                                 Title:



Dated: ________ 200__





                                  PURCHASE FORM


                                                      Dated ____________________

(1) The undersigned hereby irrevocably elects to exercise the within Warrant to
the extent of purchasing shares of Common Stock of Media Services Group, Inc.
(or such number of shares of Common Stock or other securities or property to
which the undersigned is entitled in lieu thereof or in addition thereto under
the provisions of the Warrant).

(2) The undersigned encloses herewith a bank draft, certified check or money
order payable to the Company in payment of the exercise price determined under,
and on the terms specified in, the Warrant.

(3) The undersigned hereby irrevocably directs that the said shares be issued
and delivered as follows:

Name(s) in Full Address(es) Number of Shares S.S. or IRS #
------------------------------- ---------------------------- -------------------

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

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


(4) The undersigned hereby represents that the representations and warranties
contained in Section I of the Subscription Agreement are true and correct as if
made on the date hereof.


 ----------------------------
Signature of Subscriber


-----------------------------
Print Name











                                 ASSIGNMENT FORM

FOR VALUE RECEIVED,                                     hereby sells, assigns
                    -----------------------------------
and transfers unto

Name ______________________________
(Please typewrite or print in block letters)


Address _____________________________

the right to purchase Common Stock represented by this Warrant to the extent of
shares as to which such right is exercisable and does hereby irrevocably
constitute and appoint ______________ Attorney, to transfer the same on the
books of the Company with full power of substitution in the premises.

Date ____________________

Signature ______________________