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<TEXT>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 8-K

                                CURRENT REPORT
                       Pursuant to Section 13 OR 15(d) of the
                         Securities Exchange Act of 1934

     Date of report (Date of earliest event reported):  February 28, 2005
                                                      -------------------

                                  Othnet, Inc.

--------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

Delaware                        005-79752                        84-1557072
--------------------------------------------------------------------------------
(State or Other               (Commission                      (IRS Employer
Jurisdiction of                   File                       Identification No.)
Incorporation) Number)

       6100 Center Drive, Suite 900, Los Angeles CA                     90045
--------------------------------------------------------------------------------
         (Address of Principal Executive Offices)                     (Zip Code)

                                 (310) 426-8000
--------------------------------------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)

             1187 Coast Village Road, Santa Barbara CA 93108

--------------------------------------------------------------------------------
           (Former Name or Former Address, if Changed Since Last Report)

      Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

      |_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)

      |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)

      |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))

      |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))

<PAGE>

ITEM 1.01  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

      On February 28, 2005, Othnet, Inc. ("Registrant" or "Othnet") amended its
Agreement and Plan of Merger dated as of June 29, 2004 (the "Merger Agreement")
among Othnet, Othnet Merger Sub, a wholly owned subsidiary of Othnet and
Association of Volleyball Professionals, Inc. ("AVP") providing for, among other
things, the following:

            - Changing the terms of the Registrant's Series A Convertible
Preferred Stock (the "Series A Preferred Stock") and Series B Convertible
Preferred Stock (the "Series B Preferred Stock"), and change the rate at which
AVP shares were to be converted into registrant's Series A Preferred Stock, to
conform to the descriptions in Item 2.01;

            - Effective as of the merger, causing the election of AVP's
designees to Registrant's board of directors and as Registrant's officers, as
described below; and

            - Effective as of the merger, changing the exercise price of
Registrant's common stock purchase warrants to be issued to Registrant's
officers and directors.

      In connection with the merger, Registrant also entered agreements referred
to in Items 3.02, 5.01 and 5.02.

ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.

      On February 28, 2005, Registrant and AVP consummated the merger
contemplated by the Merger Agreement referred to in Item 1.01. As a result of
the merger, AVP became Othnet's wholly owned subsidiary, and Othnet issued to
AVP stockholders a total of 631,253 shares of Othnet Series A Preferred Stock,
which will be converted automatically into the Registrant's common stock upon
authorization of a sufficient amount of common stock, at a rate of 243 shares of
common stock for each share of Series A Preferred Stock. In connection with the
merger, the Registrant will change its name to AVP Inc., and AVP changed its
name to AVP Pro Beach Volleyball Tour, Inc.

      AVP is the sole internationally recognized professional beach volleyball
tour in the United States.

ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES

      Concurrently with the merger closing, Registrant closed a private offering
of 36,841 units consisting of four shares of Registrant's Series B Preferred
Stock, each share convertible into 243 shares of common stock, and a five-year
common stock purchase warrant to purchase up to 243 shares of common stock at an
exercise price of $0.19548 per share. Gross offering proceeds totaled
$5,000,060.52, and commissions totaled $500,000. Pursuant to a Placement Agency
Agreement between Maxim Group LLC ("Maxim"), as placement agent, Registrant and
AVP, at the closing of the private placement, Registrant issued to Maxim a
five-year common stock purchase warrant to purchase up to 3,580,945 shares of
common stock at an exercise price of $0.13963 per share. Registrant claims an
exemption from registration with respect to the foregoing securities issuances
under Section 4(2) of the Securities Act and Rule 506 thereunder.

      Registrant does not have sufficient common stock authorized for conversion
of all the Series B Preferred Stock and exercise of warrants sold in the
offering. Registrant intends to seek stockholder approval for an amendment of
its certificate of incorporation authorizing the necessary number of shares of
common stock. Pending such approval, which will require registrant to issue a
proxy or information statement that must be filed with and subject to review by
the SEC, a holder of Series B Preferred Stock wishing to convert or warrant
holder wishing to exercise the warrant may not be able to do so.

<PAGE>

      Registrant agreed to file a registration statement with the SEC covering
resale of the common stock underlying the shares of Series B Preferred Stock,
the warrants, and the placement agent warrant within 45 days following the
closing of the offering and to cause such registration statement to become
effective within 120 days from the closing date. If the registration statement
has not been filed and/or declared effective in the required time period
following the closing, registrant will pay the holders of the Series B Preferred
Stock 1% monthly payments in cash until the registration statement becomes
effective. In the event that the registration statement has not been filed
and/or declared effective on or before 180 days following the date of closing,
the monthly payments referred to herein shall increase from 1% to 2% per month,
or any portion thereof. Registrant must bear registration expenses (exclusive of
transfer taxes, underwriters' discounts and commissions) of all such
registrations and pay $15,000 to the placement agent's counsel for review of the
registration statement.

      Pursuant to the Placement Agency Agreement, for a period of 18 months from
the date of the final closing of the offering, subject to conditions, the
placement agent has a right of first refusal to lead manage any private or
public sale of the registrant's securities. Additionally, Registrant agreed that
if it is a party to any merger, acquisition, or any other business combination
within 18 months from the closing of the offering and decides to engage a
financial advisor in connection with the transaction, the placement agent will
have the exclusive right to act as the registrant's financial advisor and
receive customary fees in that capacity.

ITEM 3.03 MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS

      On February 25, 2005, Registrant filed a certificate of designation
authorizing the Series A Preferred Stock and Series B Preferred Stock. The
Series A Preferred Stock has the same terms as the Series B Preferred Stock has,
except that the Series A Preferred Stock in all circumstances carries a number
of votes equal to the number of shares into which it is convertible; the Series
A Preferred Stock is junior to the Series B Preferred Stock on liquidation; and,
upon amendment of the registrant's certificate of incorporation to authorize
sufficient common stock for such issuance, the Series A Preferred Stock will
convert automatically to common stock at the same conversion rate as is
applicable to the Series B Preferred Stock.

Series B Preferred Stock

      A holder of the Series B Preferred Stock will have no preemptive rights
with respect to any Registrant securities. The Series B Preferred Stock will not
be subject to any sinking fund or other obligation of Registrant to redeem or
retire the Series B Preferred Stock. Unless converted or redeemed, the Series B
Preferred Stock will have a perpetual term.

      Seniority. The Series B Preferred Stock will be senior to the common stock
with respect to payment of dividends and amounts upon liquidation, dissolution
or winding up of registrant. While any Series B Preferred Stock is outstanding,
Registrant cannot authorize, create, or increase the authorized amount of any
class or series of stock that ranks prior or senior to, or in parity with, the
Series B Preferred Stock with respect to the payment of dividends or amounts
upon liquidation, dissolution, or winding up, without the consent of the holders
of a majority vote of the Series B Preferred Stock.

<PAGE>

      Dividends. Holders of Series B Preferred Stock will receive dividends
when, as, and if declared on the common stock, on an as-converted basis.

      Liquidation Preference. The holders of Series B Preferred Stock will be
entitled to receive, in the event of registrant's liquidation, dissolution,
whether voluntary or involuntary, payment of $33.93 for each share of Series B
Preferred Stock held, in preference to holders of any junior class of stock.

      Conversion. Holders of Series B Preferred Stock have the right,
exercisable at any time, to convert each share into 243 shares of common stock.
The conversion ratio may be increased, on a weighted average basis, upon
issuances of the common stock or securities convertible into common stock at a
purchase price or conversion price less than the Series B Preferred Stock
conversion price then in effect. If AVP shareholders receive any additional
shares of Series A Preferred Stock or common stock pursuant to the Merger
Agreement referred to in Item 1.01, the holders of Series B Preferred Stock will
receive additional Series B Preferred Stock, to maintain their proportionate
ownership interests in the Company.

      Voting Rights. Holders of Series B Preferred Stock vote with holders of
common stock in all matters in which they are entitled to vote. Until
Registrant's authorized common stock is increased to 300,000,000, each share of
Series B Preferred Stock has 10 times the number of votes the share would carry
if converted into common stock. Thereafter, each share of Series B Preferred
Stock will carry a number of votes equal to the number of shares of common stock
into which such share is convertible. The approval of the holders of a majority
of the outstanding Series B Preferred Stock is required to amend Registrant's
Certificate of Incorporation, which may materially adversely affect the rights
of holders of Series B Preferred Stock or to authorize, create, or increase the
authorized amount of any class of stock giving rights senior to, or in parity
with, the holders of Series B Preferred Stock with respect to payment of
dividends or amounts upon liquidation, dissolution, or winding up. Until the
authorized common stock is increased as stated above, holders of Series B
Preferred Stock will possess votes constituting a majority of votes entitled to
be cast by Registrant's stockholders. Each purchaser of Series B Preferred Stock
agreed and gave an irrevocable proxy to vote in favor of increasing the common
stock authorization.

      Redemption. The Series B Preferred Stock may be redeemed at Registrant's
election, after the fifth anniversary of issuance on 30 days notice, at a
redemption price of $33.93 per share.

      Registrant's Right to Compel Conversion. After one year from issuance of
the Series B Preferred Stock, Registrant may convert the Series B Preferred
Stock on 30 days notice, if a resale registration statement covering the
underlying common stock is effective; the common stock is quoted on the
Over-the-Counter Bulletin Board or a similar electronic quotation system or
stock exchange; the closing price per share, or the average of the closing bid
and ask prices per share, if applicable, have been at least twice the quotient
obtained by dividing the Series B Preferred Stock redemption price by its
conversion rate; and the daily trading volume of the common stock for 30
consecutive trading days averages at least 2,000,000 shares.

ITEM 5.01 CHANGES IN CONTROL OF MANAGEMENT.

      After giving effect to the merger and consummation of the private offering
referred to in Item 3.02, AVP's former stockholders beneficially own 61.19% of
all Othnet voting securities beneficially owned by all Othnet stockholders. To
Registrant's knowledge, Series B Preferred Stock investors used their own funds
to acquire their shares.

<PAGE>

      Before the merger, Jeffrey Wattenberg was Registrant's sole officer and
director. Upon consummation of the merger, pursuant to the Merger Agreement, he
resigned his offices; increased the number of directors to seven; elected the
executive officers identified in Item 5.02; and elected as additional directors,
effective following filing and distribution of a statement pursuant to Exchange
Act Rule 14f-1, Leonard Armato, Bruce Binkow, Randy Freer, Philip Guarascio,
Scott Painter and Andy Reif. The additional directors, other than Randy Freer,
have agreed, for two years after the merger closing, to use their best efforts
to nominate Mr. Wattenberg as a director candidate, and Mr. Armato has agreed to
vote his shares for Mr. Wattenberg's election. AVP agreed, in the Merger
Agreement, to permit Corwin Corpuz to be an observer at board meetings for as
long as Mr. Wattenberg is elected a director. Mr. Freer is a designee of
National Sports Partners, an affiliate of Fox Sports Net ("Fox"), pursuant to an
agreement between AVP and Fox that allows Fox to designate a director, as long
as Fox is stockholder of Registrant and either a programming distributor or
holder of at least 4% of Registrant's outstanding voting securities.

Item 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
          APPOINTMENT OF PRINCIPAL OFFICERS.

      Pursuant to the Merger Agreement, Mr. Wattenberg resigned his offices and
elected executive officers and additional directors, as set forth in Item 5.01.
Following is the business experience of the executive officers during the last
five years.

      Mr. Armato has been Chairman, Chief Executive Officer, Tour Commissioner
and a director of AVP since 2003. Previously, Mr. Armato was Chief Executive of
Management Plus Enterprises, Inc., a sports representation and marketing firm
owned by Mr. Armato. Mr. Armato founded Management Plus Enterprises in 1988.

      Mr. Reif has been Chief Operating Officer of AVP since 2001. Mr. Reif was
Co-President of Baldwin/Cohen Productions, a motion picture and television
programming production company overseeing the development and production of
motion pictures and television productions from 1999 to 2000. Mr. Reif was also
a Vice President at International Creative Management, a talent agency, from
1995 to 1999.

      Mr. Binkow has been Chief Marketing Officer and a director of AVP since
2001. From 1996, Mr. Binkow worked as executive vice president at Management
Plus Enterprises, Inc., a sports representation and marketing firm owned by Mr.
Armato. Previously, Mr. Binkow was an Executive Vice President of Marketing at
Playboy Enterprises, Inc. from 1987 to 1991.

      Mr. Freer has been the Chief Operating Officer of Fox Sports Net since
September 2001. From March 2000 until September 2001, he served as Executive
Vice President of Fox Sports Net. He joined FOX Sports Net in 1997 after serving
three years as Senior Vice President of Business Affairs at Active
Entertainment, an animation syndication firm. Prior to that, he spent nine years
at Turner Broadcasting, beginning as an account executive for CNN. During his
last two years at Turner, Mr. Freer served as Executive Vice President,
Entertainment Sales, overseeing all advertising sales for TBS, TNT and the
Cartoon Network.

      Mr. Guarascio has been a member of the Board of Directors of AVP since May
2002. He has been an consultant for the National Football League since October
2000 and has been a consultant for the William Morris Agency since October 2001.
In 2000, he retired as the Vice President of Marketing and Advertising for
General Motors' North American operations.

<PAGE>

      Mr. Painter has been a member of the Board of Directors of AVP from May
2002 to February 2005. He was a founder and former Chief Executive Officer of
CarsDirect.com, an online car dealership, from October 1998 to November 1999.
Prior thereto, Mr. Painter was a Vice President and Director of Marketing of
1-800-DENTIST, a dentist referral service, from 1995 to 1997 and Vice President
of Marketing and Corporate Development of 1-800-CAR-SEARCH, a new and used
vehicle location and pricing service, from 1992 to 1993.

      Management Plus Enterprise Inc. ("MPE") entered into an agreement with AVP
in 2001 pursuant to which AVP engaged MPE to secure sponsorship agreements in
return for a commission. The agreement remained in place through December 31,
2002 and MPE was projected to earn approximately $1.6 million in commissions
through 2005 based on the sponsorships secured by MPE during the term of the
agreement. In 2003, MPE assigned the agreement to MPE LLC, which AVP then
acquired for a $1.4 million principal amount convertible promissory note, of
which $250,000 was paid from the proceeds of the offering referred to in Item
3.02, and the remaining balance shall be paid one year from the offering closing
date.

      Pursuant to the Merger Agreement, AVP entered into employment agreements
with Messrs. Leonard Armato, AVP's CEO and Chairman; Bruce Binkow, Chief
Marketing Officer and a director; and Andrew Reif, Chief Operating Officer and a
director. Each holds the same offices with Registrant. Mr. Armato's, at-will
employment agreement provides for an annual salary of $350,000; an annual bonus
in the range of fifty percent (50%) of annual salary (based on certain to be
determined milestones); health and disability insurance; a $1,000,000 term life
insurance policy; and a monthly car allowance in the amount of $1,000.00. In the
event that Mr. Armato's employment is terminated other than for good cause, he
will receive a payment of one year's base salary. Messrs. Binkow's and Reif's
employment agreements are of substantially the same form of Mr. Armato's ,except
that the salaries are $250,000 and $240,000, respectively. In addition, Messrs.
Armato, Reif, and Binkow will receive Registrant's five-year common stock
purchase warrants to purchase a total of 10,779,230 shares of common stock in
the aggregate, at an exercise price equal to the lesser of $0.31 per share or
110% of the market price of a share on the date of grant, and participate in a
profit sharing pool equal to ten percent (10%) of the Company's EBITDA.

      AVP retained Scott Painter, a director of AVP, as a financial advisor
regarding AVP's operations and fund-raising efforts. For his services, Mr.
Painter will receive compensation equal to $150,000 in cash and 5,272,132
warrants as described in the previous paragraph.

      At the closing, AVP agreed to engage a business concern of which Mr.
Wattenberg is a principal as a consultant for one year for a $240,000 annual
fee. Mr. Wattenberg is a director of Registrant and he was the president of the
Registrant until the merger closing.

      Arrangements pursuant to which some directors are elected are described in
Item 5.01.

      Item 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN
FISCAL YEAR

      (a) See Item 3.03.

      (b) Registrant's fiscal year will change to a December 31 fiscal year upon
filing an amendment to this Form 8-K, as described in Item 9.01, or an annual
report on Form 10-KSB for the year ended December 31, 2004.

<PAGE>

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

      (a)   Financial Statements of Acquired Businesses

            Financial statements of the acquired business are not filed herewith
            and will be filed by May 16, 2005, unless such financial statements
            are filed earlier pursuant to another report or filing.

      (b)   Pro Forma Financial Information

            Pro forma financial information is not filed herewith and will be
            filed by May 16, 2005, unless such financial information is filed
            earlier pursuant to another report or filing.

      (c)   Exhibits.

Exhibit
No.            Name of Exhibit
-------        ---------------

2.1            Agreement and Plan of Merger dated June 29, 2004, between
               Registrant and AVP (incorporated by reference from Exhibit 10.2
               to Registrant's Annual Report on Form 10-KSB for year ended April
               30,2004)

2.2            First Amendatory Agreement, dated February 28, 2005, to Agreement
               and Plan of Merger dated June 29, 2004, between Registrant and
               AVP

2.3            Agreement detailing Registrant's liabilities, dated February 28,
               2005 between Registrant and AVP

3              Registrant certificate of incorporation, dated May 12, 1994;
               amendment thereto, dated March 22, 2001; certificate of
               designation dated February 25, 2005

4.1            Registration Rights Agreement, dated January 5, 2005, between
               Registrant and units investors

4.2            Form of units warrant

<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

Dated:  February 28, 2005              OTHNET, INC.

                                       By: /s/ Andrew Reif
                                          --------------------------------------
                                          Andrew Reif, Chief Operating Officer
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2.2
<SEQUENCE>2
<FILENAME>v013702_ex2-2.txt
<TEXT>
                               FIRST AMENDMENT TO

                          AGREEMENT AND PLAN OF MERGER

      THIS AGREEMENT  (hereinafter  called the "First Amendatory  Agreement") is
entered  into  as of  February  2005  by and  among  Othnet,  Inc.,  a  Delaware
Corporation  ("Othnet"),  Othnet Merger Sub,  Inc., a Delaware  corporation  and
wholly owned  subsidiary of Othnet ("Merger Sub"), and Association of Volleyball
Professionals, Inc., a Delaware corporation (the "Company").

                                    RECITALS:

      WHEREAS,  reference is made to the Agreement and Plan of Merger,  dated as
of June 29, 2004, as  supplemented by an Agreement dated as of November 10, 2004
(hereinafter,  as  supplemented,  called the  "Merger  Agreement")  by and among
Othnet,  Merger Sub and the Company.  Capitalized  terms not  otherwise  defined
herein shall have the meanings ascribed to them in the Merger Agreement.

      WHEREAS, the closing under the Merger Agreement is subject to, among other
things,  the raising of certain financing as contemplated by Section 8.10 of the
Merger Agreement;

      WHEREAS, pursuant to a Placement Agency Agreement,  dated as of January 7,
2005 (the  "Placement  Agreement")  by and among  Othnet,  the Company and Maxim
Group,  LLC ("Maxim"),  Maxim has been engaged as the exclusive  placement agent
relating  to the  offering  (the  "Offering")  of a minimum of  $3,000,000  (the
"Minimum  Offering") and up to $4,000,000  (the "Maximum  Offering") of units of
Othnet  consisting of shares of Series B Convertible  Preferred Stock and Common
Stock Purchase Warrants of Othnet;

      WHEREAS,  the Offering is being conducted  pursuant to a Private Placement
Memorandum,  dated as January 5, 2005,  prepared by Othnet and the Company (such
memorandum,  together with the exhibits and attachments thereto,  being referred
to herein as the "Memorandum").

      WHEREAS,  the parties desire to amend the terms of the Merger Agreement as
set forth below.

      NOW, THEREFORE, in consideration of the covenants and agreements contained
herein, the parties hereto hereby agree as follows:


<PAGE>

      1.  Notwithstanding  anything  to the  contrary  contained  in the  Merger
Agreement, the Othnet Series A Convertible Preferred Stock and the Othnet Series
B Convertible  Preferred  Stock shall have the terms and provisions set forth in
the Memorandum.

      2.   Notwithstanding   anything  to  the  contrary  contained  in  Section
2.5(a)(i),  (ii) and (iii) of the Merger Agreement,  the number of Merger Shares
to be issued at the Effective Time shall be as  contemplated  by the Memorandum.
As a result of the completion of the Maximum Offering  together with the sale of
the Over-Allotment Option as defined in the Memorandum,  the calculations of the
Merger Shares are set forth in Exhibit A hereto.

            2A.  Section 2.2 shall be amended by inserting  the following at the
end thereof:

                  ",  except  that the name of the  Company  shall be changed to
                  `AVP Pro Beach Volleyball Tour, Inc.', and the total number of
                  shares of stock that the Company shall have authority to issue
                  is 1,000 shares, par value $.10 per share."

      3. Section  2.5(a)(iv)  of the Merger  Agreement  shall be replaced in its
entirety by the following:

            "(iv)  Notwithstanding  anything else  contained  herein,  (x) it is
expressly  understood that the shares underlying warrants referred to in Section
11.15 shall not be included in any calculation  under this Section  2.5(a),  and
(y), if, as of the Closing  Date,  Othnet has any  Liability  other than certain
existing  liabilities to be paid at Closing  pursuant to Section 8.10, or within
24 months  from the date of  Closing,  it shall be  determined  that,  as of the
Closing Date,  Othnet shall have had any Liability,  and in each case other than
unconverted Bridge Notes, additional Merger Shares, on an as converted basis, or
Othnet  common  stock equal to the  quotient  obtained by dividing the amount of
such  Liabilities by .3393 shall be issued pro rata among those persons who were
holders of Merger  Shares  immediately  after the Closing.  The right to receive
such  additional   shares  shall  not  be  transferable   other  than  by  will,
inheritance, or operation of law." 4. Section 2.11 of the Merger Agreement shall
be replaced in its entirety by the following:

            "2.11 Closing. The closing of the transactions  contemplated by this
Agreement and the Collateral  Documents (the "Closing")  shall take place at the
offices of the  Company,  or at such other  location as the parties may agree at
11:00  a.m.,  Pacific  Time  on the  agreed  date,  which,  shall  be as soon as
practicable following completion of the Minimum Offering (the "Closing Date").

      5. Section 5.11 of the Merger  Agreement shall be replaced in its entirety
by the following:

            "5.11 Private Placement.  Pursuant to the Placement Agreement, Maxim
has been engaged as the exclusive placement agent relating to the Offering which
Offering  is  being  conducted  pursuant  to  the  Memorandum.  The  information
contained  in the  Memorandum  relating to each of Othnet and the  Company,  its
business and its prospects  does not contain any untrue  statement of a material
fact or omit to state  any  material  fact  required  to be  stated  therein  or
necessary in order to make the statements  therein not  misleading."


                                       2
<PAGE>

      6. Section 6.9 of the Merger  Agreement  shall be replaced in its entirety
by the following:

            "6.9 Election to Othnet's Board of Directors.  Othnet shall take all
steps  necessary on or before the  Effective  Date of the Merger to increase the
size of the Board,  which currently  consists of Jeffrey  Wattenberg as its sole
director,  to seven  members and appoint  Leonard  Annato,  Bruce  Binkow,  Phil
Guarascio, Scott Painter, Randy Freer and Andrew Reif, as directors to fill said
vacancies  resulting  from  the  increase  in  the  size  of  the  Board,  which
appointments shall be effective ten (10) after the Company has complied with the
provisions of Rule 14f-1 of the Exchange Act following the Effective Date of the
Merger. In addition,  Corwin Corpuz will be granted permission to attend any and
all  meetings of the Board of  Directors  as an observer  for so long as Jeffrey
Wattenberg remains a director of Othnet,  provided,  however,  that the Board of
Directors shall have the right to exclude Mr. Corpuz from any such meetings when
deemed reasonably appropriate by the Board."

      7. There shall be added a new Section 6.12 to the Merger  Agreement  which
shall read as follows:

            "6.12 Appointment of Officers. Othnet shall take all steps necessary
to appoint the  designees of the Company as officers of Othnet,  to be effective
at the Effective Time of the Merger."

      8. Section 8.9 of the Merger Agreement shall be deleted in its entirety.

      9. Section 8.10 of the Merger  Agreement shall be replaced in its entirety
by the following:

            "8.10  Financings.  The  Company  shall  have  received  the  Bridge
Proceeds from Othnet,  and the sum of the principal amount of the Notes convened
into Common Stock and the net proceeds of the Private  Placement  referred to in
Section 5.11 (after the payment of  commissions,  placement or referral  fees to
third parties, other expenses,  including legal and accounting fees, and certain
agreed  upon  remaining  existing  liabilities  of  Othnet)  shall  be at  least
$4,360,000  in the  aggregate."

      10.  Section 11.15 of the Merger  Agreement is hereby  amended by deleting
the  reference to "$0.28 per share" and inserting in lieu thereof "the lesser of
110% of fair market value on the date of grant or $0.31 per share".

      10A. There shall be added a new Section 6.12 to the Merger Agreement which
shall read as follows:

            "6.12 Minute  Books.  Othnet shall have  delivered all of its minute
books and stock books (other than stock books held by its transfer agent) to the
Company."


                                       3
<PAGE>

      11. There shall be added a new Section 11.16 to the Merger Agreement which
shall read as follows:

            "11.16 Exchange Act Requirements.  As soon as practicable  following
the Effective  Time of the Merger,  the Company shall comply with the provisions
of Rule  14f-1 of the  Exchange  Act"

      12. On and after the date hereof.  each reference in the Merger  Agreement
to "this Agreement",  "hereunder", "hereof", or words of like import, shall mean
and be a reference to the Merger Agreement as amended hereby.

      13. This First Amendatory Agreement may be executed in counterparts,  each
of which shall be deemed an original but all of which together shall  constitute
one  and the  same  instrument  and  shall  become  effective  when  one of more
counterparts  have been signed by each of the parties and delivered by facsimile
or  otherwise to the other party.  Each of the parties  shall  provide the other
party with an original signature copy upon request.

      14. As  amended  hereby,  the Merger  Agreement  remains in full force and
effect and is hereby ratified and confirmed.

      IN WITNESS WHEREOF, the parties hereto have executed this First Amendatory
Agreement as of the day and year first above written.

                                      OTHNET, INC., A DELAWARE CORPORATION

                                      By:  /s. Jeffrey Wattenberg
                                           -------------------------------------
                                      Name:  Jeffrey Wattenberg
                                      Title:  President

                                      OTHNET MERGER SUB, INC., A DELAWARE
                                      CORPORATION

                                      By:  Jeffrey Wattenberg
                                           -------------------------------------
                                      Name:  Jeffrey Wattenberg
                                      Title:  President

                                      ASSOCIATION  OF  VOLLEYBALL PROFESSIONALS,
                                      INC.,  A DELAWARE CORPORATION

                                      By:  Leonard Armato
                                           -------------------------------------
                                      Name:  Leonard Armato
                                      Title:  President


                                       4
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2.3
<SEQUENCE>3
<FILENAME>v013702_ex2-3.txt
<TEXT>
                                    AGREEMENT

      Reference is hereby made to the Agreement and Plan of Merger,  dated as of
June 29, 2004,  as  supplemented  and amended (the "Merger  Agreement"),  by and
among Othnet, Inc., a Delaware corporation ("Othnet"),  Othnet Merger Sub, Inc.,
a Delaware corporation and wholly owned subsidiary of Othnet ("Merger Sub"), and
Association  of  Volleyball  Professionals,  Inc., a Delaware  corporation  (the
"Company").  Capitalized  terms not  otherwise  defined  herein  shall  have the
meanings ascribed to them in the Merger Agreement.

The undersigned parties agree as follows:

      1. The Company  hereby waives the  conditions  set forth in Section 8.7 of
the Merger Agreement and releases Othnet from the provisions thereof.

      2. Othnet hereby represents that as of the date hereof,  except for $3,140
which has been paid to Malone & Bailey,  the Liabilities which total $159,171.11
in the aggregate listed on Schedule A hereto are still outstanding together with
an additional  $3,777.26 owed to US Stock Transfer and $750 owed to Sandy Livney
(the "Listed  Liabilities").  In connection therewith,  additional Merger Shares
shall be issued at Closing  for the Listed  Liabilities  which  currently  total
$160,558.37 as provided for in Section 2.5(a)(iv) of the Merger Agreement.

      3. Jeffrey  Wattenberg  ("Wattenberg")  hereby  represents  that (i) since
January  1, 2003,  he has not  received  any demand for  payment on any claim or
other notice of outstanding  amounts owed ("Demand")  from any presently  unpaid
known or unknown creditor of Othnet,  except for Malone & Bailey (which has been
paid in full), US Stock Transfer, Sandy Livney, and the liabilities described in
Sections 4 and 5 hereof,  and (ii) any and all  brokerage  or  finder's  fees or
other  commissions  incurred by Othnet or its Affiliates in connection  with the
Bridge  Financing,  or conversion of the Notes included  thereunder to any party
other than  Wattenberg or any Affiliate of  Wattenberg  ("Bridge  Commissions"),
have been paid.

      4. AVP  acknowledges  that it has been advised by Othnet that Savage Beast
Technologies  ("Savage  Beast") is also owed from Othnet  $53,336 in  connection
with an agreement  dated as of May 9, 2002 between Othnet and Savage Beast,  and
Katten  Muchin & Zavis is owed from Othnet  $30,000  together with interest from
January 1, 2002 at the rate of 10% per annum  (together,  the "Savage  Beast and
KMZ Liabilities").

      5. Wattenberg shall have no responsibility to pay the Savage Beast and KMZ
Liabilities,  the amounts due to US Stock Transfer and Sandy Livney as described
in  Section  2 and any of the other  Listed  Liabilities,  except  as  otherwise
provided in Section 9 hereof.

      6. The parties agree that the following amounts will be paid directly from
the  proceeds of the Private  Placement  (the "Paid  Liabilities")  and releases
shall be furnished to AVP with respect thereto:

            Danzig Kaye Cooper Fiore & Kay, LLP         $ 112,000
            Montecito Capital Partners, LLC             $  40,000


<PAGE>

      7. In addition to the Merger Shares being issued at Closing for the Listed
Liabilities as provided in Section 2 hereof,  additional  Merger Shares shall be
issued at Closing for the amount of the Savage Beast and KMZ Liabilities and the
Paid  Liabilities  calculated and distributed in accordance with the methodology
set forth in Section 2.5(a)(iv).

      8. Wattenberg  represents that all such Bridge Commissions equal or exceed
the sum of (i) the amounts  presently  due US Stock  Transfer  and Sandy  Livney
described  above,  (ii) the  Savage  Beast  and KMZ  Liabilities,  and (iii) and
$122,000 of the Paid Liabilities.

      9.  Wattenberg  agrees to indemnify and hold harmless  Othnet and AVP from
any and all losses and expenses (including  reasonable counsel fees) suffered or
incurred by Othnet or AVP arising out of a breach of any of the  representations
set forth in  Section 3 or  Section  8.  hereof,  provided,  however,  that with
respect to clause (i) of Section 3, Wattenberg  shall  indemnify  Othnet and AVP
only in the event (a) it shall have been  determined  that a Demand was made and
received  by  Wattenberg  subsequent  to  January  1, 2003 and prior to the date
hereof,  and (b) the amount of the  liability  as indicated in such Demand which
was received by Wattenberg is greater than as listed on Schedule A hereto (which
in the case of a claim not constituting a Listed  Liability,  means in excess of
zero),  in  which  case,  and  only in the  event  both  (a) and (b)  have  been
determined,  Wattenberg shall be responsible solely for the excess amount of the
liability  indicated in such Demand which was  received by  Wattenberg  over the
amount  listed on  Schedule A (which in the case of a claim not  constituting  a
Listed  Liability,  means in excess of zero).  Othnet or AVP shall promptly give
Wattenberg  notice of any such claim,  but the failure to give such notice shall
not relieve  Wattenberg of his obligations  hereunder  except to the extent that
Wattenberg has actually been damaged by such failure.  All claims to be asserted
hereunder must be made by the second anniversary of the date hereof.

      10. In the event  within 24 months from the date of  Closing,  it shall be
determined  that,  as of the  Closing  Date,  Othnet  shall  have had any unpaid
Liability  in  excess  of the  Listed  Liabilities,  the  Savage  Beast  and KMZ
Liabilities,  Paid Liabilities and Notes which have not been converted  pursuant
to the Bridge  Financing (and excluding any Liability for which  indemnification
is provided by  Wattenberg  as set forth  herein),  additional  Merger Shares or
Othnet  common stock shall be issued pro rata as provided in Section  2.5(a)(iv)
of the Merger  Agreement  among those  persons who were holders of Merger Shares
immediately after the Closing.

      11. All representations of Wattenberg set forth herein shall survive for a
period of two years only from the date hereof.

                  [remainder of page intentionally left blank]


                                       2
<PAGE>

      IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as of
the day and year first above written.

                                       OTHNET, INC., A DELAWARE CORPORATION


                                       By:  /s/ Jeffrey Wattenberg
                                            ------------------------------------
                                       Name:  Jeffrey Wattenberg
                                       Title:  President

                                       OTHNET MERGER SUB, INC., A DELAWARE
                                       CORPORATION


                                       By:  /s/ Jeffrey Wattenberg
                                            ------------------------------------
                                       Name:  Jeffrey Wattenberg
                                       Title:  President

                                       /s/ Jeffrey Wattenberg

                                       JEFFREY WATTENBERG

                                       ASSOCIATION OF VOLLEYBALL PROFESSIONALS,
                                       INC.,  A DELAWARE CORPORATION

                                       By:  /s/ Leonard Armato
                                            ------------------------------------
                                       Name:  Leonard Armato
                                       Title:  President


                                       3
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3
<SEQUENCE>4
<FILENAME>v013702_ex3.txt
<TEXT>

                                State of Delaware

                        Office of the Secretary of State

      I, WILLIAM T.  QUILLEN,  SECRETARY  OF STATE OF THE STATE OF DELAWARE,  DO
HEREBY  CERTIFY THE  ATTACHED IS A TRUE AND CORRECT COPY OF THE  CERTIFICATE  OF
INCORPORATION  OF "MALONE  ROAD  INVESTMENTS,  LTD." FILED IN THIS OFFICE ON THE
TWELFTH DAY OF MAY, A.D. 1994, AT 9 O'CLOCK A.M.

      A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE KENT COUNTY
RECORDER OF DEEDS FOR RECORDING.

                                       /s/ William T. Quillen
                                       -----------------------------------------
                                       William T. Quillen, Secretary of State


                                       2
<PAGE>

                          CERTIFICATE OF INCORPORATION
                                       OF
                          MALONE ROAD INVESTMENTS, LTD.
                            (a Delaware corporation)

      The  undersigned,  in order to form a corporation  pursuant to the General
Corporation Law of the State of Delaware, does hereby certify as follows:

      FIRST: The name of the Corporation is Malone Road Investments, Ltd.

      SECOND:  The address of the  registered  office of the  Corporation in the
State of Delaware is The Prentice-Hall  Corporation System,  Inc., 32 Loockerman
Square, Suite L-100, in the City of Dover, County of Kent 19901. The name of its
registered agent at the address is The Prentice-Hall Corporation System, Inc.

      THIRD:  The purpose of the  Corporation  is to engage in any lawful act or
activity for _ which corporations may be organized under the General Corporation
Law of the State of Delaware.

      FOURTH: The total number of shares of all classes which the Corporation is
authorized  to have  outstanding  is Twenty One Million  (21,000,000)  shares of
which stock Twenty Million  (20,000,000)  shares in the par value of $.001 each,
amounting in the aggregate of Twenty Thousand Dollars  ($20,000) shall be common
stock  and of which  One  Million  (1,000,000)  shares in the par value of $.001
each,  amounting  in the  aggregate to One Thousand  Dollars  ($1,000)  shall be
preferred  stock.  The board of directors is authorized,  subject to limitations
prescribed  by law, to provide  for the  issuance  of the  authorized  shares of
preferred  stock  in  series,  and  by  filing  a  certificate  pursuant  to the
applicable  law of the State of  Delaware,  to  establish  from time to time the
number of shares to be  included  in each such  series  and the  qualifications,
limitations or  restrictions  thereof The authority of the board with respect to
each  series  shall  include,  but  not  be  limited  to,  determination  of the
following:

      (a)   The number of shares  constituting  that series and the  distinctive
            designation  of that series;

      (b)   The dividend  rate on the shares of that series,  whether  dividends
            shall be cumulative,  and, if so, from which date or dates,  and the
            relative  rights of  priority,  if any, of payment of  dividends  on
            shares of that series;

      (c)   Whether  that series  shall have voting  rights,  in addition to the
            voting rights; provided by law, and, if so, the terms of such voting
            rights;

      (d)   Whether that series shall have  conversion  privileges,  and, if so,
            the terms and conditions of such conversion, including provision for
            adjustment  of the  conversion  rate in such  event as the  Board of
            Directors shall determine;

      (e)   Whether or not the shares of that series shall be  redeemable,  and,
            if so, the terms and  conditions of such  redemption,  including the
            date or date upon or after which they shall be  redeemable,  and the
            amount per share  payable in case of  redemption,  which  amount may
            vary under different conditions, and at different redemption rates;


                                       3
<PAGE>

      (f)   Whether that series shall have a sinking fund for the  redemption or
            purchase of shares of that series,  and, if so, the terms and amount
            of such sinking fund;

      (g)   The rights of the shares of that series in the event of voluntary or
            involuntary   liquidation,   dissolution   or   winding  up  of  the
            corporation, and the relative rights of priority, if any, of payment
            of shares of that series;

      (h)   Any other  relative  rights,  preferences  and  limitations  of that
            series,   unless   otherwise   provided   by  the   certificate   of
            determination.

      FIFTH:   Election  of  directors  at  an  annual  or  special  meeting  of
stockholders  need not be by written ballot unless the bylaws of the corporation
shall otherwise provide.  The number of directors of the corporation which shall
constitute the whole board of directors shall be such as from time to time shall
be fixed by or in the manner provided in the bylaws.

      SIXTH:  In  furtherance  and not in limitation of the powers  conferred by
statute, the board of directors is expressly authorized to make, repeal,  alter,
amend and rescind the bylaws of the corporation.

      SEVENTH:  A director of the corporation shall not be personally liable for
monetary  damages  to the  corporation  or its  stockholders  for  breach of any
fiduciary  duty as a director,  except for  liability  (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders; (ii) for acts
or omissions  not in good faith or which  involve  intentional  misconduct  or a
knowing  violation  of law;  (iii)  under  Section 174 of the  Delaware  General
Corporation Law or (iv) for any transaction  from which the director  derives an
improper personal benefit.

      EIGHTH: A director or officer of the corporation shall not be disqualified
by his or her office  from  dealing or  contracting  with the  corporation  as a
vendor, purchaser, employee, agent or otherwise. No transaction, contract or act
of the  corporation  shall  be  void  or  voidable  or in any  way  affected  or
invalidated  by  reason  of  the  fact  that  any  director  or  officer  of the
Corporation is a member of any firm, a  stockholder,  director or officer of any
corporation or trustee or beneficiary of any trust that is in any way interested
in  such  transaction,  contract  or  act.  No  director  or  officer  shall  be
accountable  or  responsible  to  the  corporation  for  or in  respect  to  any
transaction,  contract  or act of the  corporation  or for any  gain  or  profit
directly or  indirectly  realized by him or her by reason of the fact that he or
she or any firm in which he or she is a member or any corporation of which he or
she is a stockholder, director, or officer, or any trust of which he or she is a
trustee,  or  beneficiary,  is  interest in such  transaction,  contract or act;
provided  the fact that such  director  or officer  or such  firm,  corporation,
trustee or beneficiary  of such trust,  is so interest shall have been disclosed
or shall have been known to the  members of the board of  directors  as shall be
present at any meeting at which action upon such  contract,  transaction  or act
shall have been taken.  Any director may be counted in determining the existence
of a quorum at any meeting of the board of  directors  which shall  authorize or
take action in respect to any such  contract,  transaction  or act, and may vote
thereat to authorize,  ratify or approve any such contract,  transaction or act,
and any officer of the  corporation  may take any action within the scope of his
or her authority,  respecting such contract,  transaction or act with like force
and  effect as if he or she or any firm of which he or she is a  member,  or any
corporation  of which he or she is a  stockholder,  director or officer,  or any
trust of which he or she is a trustee or  beneficiary,  were not  interested  in
such transaction, contract or act. Without limiting or qualifying the foregoing,
if in any judicial or other inquiry, suit, cause or proceeding,  the question of
whether a  director  or officer  of the  corporation  has acted in good faith is
material,  and  notwithstanding  any  statue  or  rule of law or  equity  to the
contrary  (if any  there  be) his or her good  faith  shall be  presumed  in the
absence of proof to the contrary by clear and convincing evidence.


                                       4
<PAGE>

      NINTH:  Whenever a  compromise  or  arrangement  is  proposed  between the
corporation  and  its  creditors  or  any  class  of  them  and/or  between  the
corporation  and its  stockholders  or any class of them, any court of equitable
jurisdiction  within the State of Delaware may, on the  application in a summary
way of the  corporation  or of any  creditor  or  stockholder  thereof or on the
application of any receiver or receivers appointed for the corporation under the
provisions of Section 291 of Title 8 of the Delaware Code or on the  application
of trustees in  dissolution  or of any receiver or receivers  appointed  for the
corporation under the provisions of Section 279 of Title 8 of the Delaware Code,
order  a  meeting  of  the  creditors  or  class  of  creditors,  and/or  of the
stockholders or class of stockholders of the corporation, as the case may be, to
be summoned in such  manner as the said court  directs.  If a majority in number
representing  three-fourths  in value of the  creditors  of class of  creditors,
and/or the stockholders or class of stockholders of the corporation, as the case
may be, agree to any compromise or arrangement and to any reorganization of this
corporation  as  consequence  of  such  compromise  or  arrangement,   the  said
compromise or arrangement  and the said  reorganization  shall, if sanctioned by
the court to which the said  application  has been  made,  be binding on all the
creditors  or class of  creditors,  and/or on all the  stockholders  or class of
stockholders,  of  the  corporation,  as  the  case  may  be,  and  also  on the
corporation.

      TENTH:  The  corporation  reserves  the  right to  amend  and  repeal  any
provision   contained  in  this  certificate  of  incorporation  in  the  manner
prescribed by the laws of the State of Delaware. All rights herein conferred are
granted subject to this reservation.

      ELEVENTH:  The  incorporator  is Jehu Hand whose mailing  address is 25431
Cabot Road, Suite 207, Laguna Hills, California 92653.

      I, the undersigned,  being the incorporator,  for the purpose of forming a
corporation  under the laws of the State of  Delaware  do make,  file and record
this Certificate of  Incorporation,  do certify that the facts herein stated are
true, and, accordingly, have hereunto set my hand this 8th day of May, 1994.


                                       /s/ Jehu Hand
                                       -----------------------------------------
                                       Jehu Hand,
                                       Incorporator


                                       5
<PAGE>

                                State of Delaware

                        Office of the Secretary of State

      I, WILLIAM T.  QUILLEN,  SECRETARY  OF STATE OF THE STATE OF DELAWARE,  DO
HEREBY  CERTIFY THE  ATTACHED IS A TRUE AND CORRECT COPY OF THE  CERTIFICATE  OF
DOMESTICATION OF NON U.S. CORPORATION OF "MALONE ROAD INVESTMENTS,  LTD.", FILED
IN THIS OFFICE THE TWELFTH DAY OF MAY, A.D. 1994, AT 9 O'CLOCK A.M.

      A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE KENT COUNTY
RECORDER OF DEEDS FOR RECORDING.

                                       /s/ William T. Quillen
                                       -----------------------------------------
                                       William T. Quillen, Secretary of State

<PAGE>

                          CERTIFICATE OF DOMESTICATION
                                       OF
                          MALONE ROAD INVESTMENTS, LTD.

      It is hereby certified as follows:

      1. The Corporation (the "Corporation") was first formed, incorporated,  or
otherwise came into being on August 6, 1990 in the  jurisdiction  of the Isle of
Man, and  subsequently  reincorporated  in the Turks and Caicos Islands on April
21, 1992.

      2. The name of the  Corporation  immediately  prior to the  filing of this
Certificate  of  Domestication  pursuant to the provisions of Section 388 of the
General  Corporation  Law of the State of Delaware  is Malone Road  Investments,
Ltd.

      3.  The  name  of  the  Corporation  set  forth  in  this  Certificate  of
Incorporation to be filed  concomitantly  with this Certificate of Domestication
in accordance with subsection (b) of Section 388 of the General  Corporation Law
of the State of Delaware is Malone Road Investments, Ltd.

      4. The jurisdiction that constituted the seat, siege, social, or principal
place  of  business  of  central  administration  of the  Corporation,  or other
equivalent  thereto under applicable law immediately prior to the filing of this
Certificate  of  Domestication  pursuant to the provisions of Section 388 of the
General  Corporation  Law of the  State of  Delaware  is the  Turks  and  Caicos
Islands.

      5. The undersigned is a Corporation officer,  director,  trustee, manager,
partner or other person performing  functions  equivalent to those of an officer
or  director,  however  named  or  described,  and is  authorized  to sign  this
Certificate of Domestication on behalf of the Corporation.

Executed on May 8, 1994.

/s/ Jehu Hand
--------------------------------------
Jehu Hand
Assistant Secretary


                                       2
<PAGE>

                                State of Delaware

                        Office of the Secretary of State

      I, HARRIET SMITH WINDSOR,  SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY  CERTIFY THE  ATTACHED IS A TRUE AND CORRECT COPY OF THE  CERTIFICATE  OF
AMENDMENT  OF "PL BRANDS,  INC.",  CHANGING  ITS NAME FROM "PL BRANDS,  INC." TO
"OTHNET,  INC.",  FILED IN THIS OFFICE ON THE  TWENTY-THIRD  DAY OF MARCH,  A.D.
2001, AT 3 O'CLOCK P.M.

      A FILED  COPY OF THIS  CERTIFICATE  HAS BEEN  FORWARDED  TO THE NEW CASTLE
COUNTY RECORDER OF DEEDS.

                                       /s/ Harriet Smith Windsor
                                       -----------------------------------------
                                       Harriet Smith Windsor, Secretary of State

<PAGE>

                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                       OF

                                 PL BRANDS, INC.

      We, the undersigned, President and S ecretary, respectively, of PL Brands,
Inc., a corporation  organized  and existing  under and by virtue of the General
Corporation Law of the State of Delaware

      DO HEREBY CERTIFY:

      FIRST: That the name of the Corporation is PL Brands, Inc.

      SECOND:  That the FIRST Article of the Certificate of Incorporation be and
it hereby is amended to read in its entirety as follows:

            "FIRST: The name of the Corporation is Othnet, Inc."

      THIRD:  That the total  number of shares of all classes of stock which the
Corporation is authorized to have outstanding is Twenty-One Million (21,000,000)
shares of which stack Twenty  Million  (20,000,000)  shares in the par value o f
$.001 each shall be common stock and of which One Million  (1,000,000) shares in
the par value of $.001 each shall be preferred stock.

      FOURTH:  That the first sentence of the IOURTH Article of the  Certificate
of Incorporation be and it hereby is amended to read in its entirety as follows:

            "FOURTH:  The  total  number  of  shares  of  all  classes  whichthe
Corporation is authorized to have outstanding is Forty-Two Million  (42,000,000)
shares of which  stock  Forty  Million  (40,000,000)  shares in the par value of
$.001 each, amounting in the aggregate of Forty Thousand Dollars ($40,000) shall
be common stock and of which Two Million  (2,000,000) shares in the par value of
$.001 each, amounting in the aggregate to Two Thousand Dollars (S2,000) shall be
preferred stock."


                                       2
<PAGE>

      FIFTH:  That  the  amendment  was  duly  adopted  in  accordance  with the
provisions  of  Section  242 of the  General  Corporation  Law of the  State  of
Delaware.

      IN WITNESS  WHEREOF,  we have hereunto signed this  certificate this 22 01
day of March, 2001, and we affirm the statements  contained he'ein as true under
penalties of perjury.

                                       /s/ Richard A. Barbari
                                       -----------------------------------------
                                       Richard A. Barbari, President

                                       Attest:  /s/ David M. Kaye
                                                --------------------------------
                                                David M. Kaye, Secretary

                                       3
<PAGE>

              CERTIFICATE OF DESIGNATION OF RIGHTS, PREFERENCES AND
        LIMITATIONS OF SERIES A CONVERTIBLE PREFERRED STOCK AND SERIES B
                         CONVERTIBLE PREFERRED STOCK OF
                                  OTHNET, INC.

      Acting  pursuant  to  Sections  151(a)  and  (g) of the  Delaware  General
Corporation  Law,  the  undersigned,  Jeffrey  Wattenberg,  the duly elected and
acting President of Othnet, Inc. (the "Company") hereby certifies that the Board
of  Directors  of  the  Company  (the   "Board")  duly  approved  the  following
Certificate of Designation of Series A Convertible  Preferred Stock and Series B
Convertible  Preferred  Stock of the Company on February 25, 2005,  and that the
Certificate of Incorporation of the Company expressly authorizes the Board to so
designate and issue one or more series of preferred  stock, par value $0.001 per
share, of the Company ("Preferred Stock"). The designations, powers, preferences
and  relative,  participating,   optional  or  other  special  rights,  and  the
qualifications,  limitations and restrictions  thereof in respect of each of the
Series A and  Series B  Convertible  Preferred  Stock  are as  described  in the
following resolution, duly adopted by the Board of Directors of the Company.

      WHEREAS,  the  Certificate of  Incorporation  of the Company  authorizes a
class (or classes) of up to two million  (2,000,000)  shares of Preferred Stock,
and provides that such Preferred Stock may be issued from time to time in one or
more Series and vests  authority  in the Board of  Directors to fix or alter the
rights,  preferences,  privileges,  restrictions and other matters granted to or
imposed upon any wholly unissued series of the Preferred Stock;

      WHEREAS, the Company has not heretofore issued any Preferred Stock; and

      WHEREAS,  it is the desire of the Board of Directors to fix and  determine
the rights, preferences,  privileges, restrictions and other matters relating to
One Million  (1,000,000) shares of Series A Convertible  Preferred Stock and Two
Hundred Fifty Thousand (250,000) shares of Series B Convertible  Preferred Stock
of the Company.

      NOW,  THEREFORE,  BE IT RESOLVED,  that the Board of Directors does hereby
fix and determine the rights,  preferences,  privileges,  restrictions and other
matters  relating to such One Million Two  Hundred  Fifty  Thousand  (1,250,000)
shares of Series A and Series B Convertible Preferred Stock:

      A. Authorized Number. One Million  (1,000,000) of the authorized shares of
preferred  stock,  par value  $0.001 per share are hereby  designated  "Series A
Convertible  Preferred  Stock" ("Series A Stock") and Two Hundred Fifty Thousand
(250,000) of the authorized shares of preferred stock, par value $0.001per share
are hereby designated  "Series B Convertible  Preferred Stock" ("Series B Stock"
and, together with the Series A Stock, the "Convertible Preferred").

      B.  Designation.  The rights,  preferences,  privileges,  restrictions and
other matters relating to the Convertible Preferred are as follows:

<PAGE>

            1. Dividend  Rights.  Holders of Series B Stock shall be entitled to
receive,  pari passu with holders of common stock, par value $.001 per share, of
the Company (the "Common Stock"), all cash or in-kind dividends or distributions
on an as converted  basis from time to time at any time declared,  set aside, or
paid by the Company in an amount that would have been received by the holders of
Series B Stock (assuming,  for purposes of the calculation,  that the holders of
Series B Stock had lawfully  converted such Series B Stock into shares of Common
Stock immediately prior to the record date for determining the holders of Common
Stock  entitled to receive such  distribution  at the  then-applicable  Series B
Stock Conversion Rate), in each case only when, as and if declared by the Board,
and, in the case of cash dividends, only out of funds that are legally available
therefor. Such dividends shall be non-cumulative.

            2. Voting Rights.

      (I)  Until  such  time as the  Company  has  amended  its  certificate  of
incorporation  to  increase  its  authorized   Common  Stock  to  a  minimum  of
300,000,000  shares,  the  Convertible  Preferred  shall vote with the shares of
Common Stock of the Company on an as converted  basis from time to time, and not
as a separate  class,  at any annual or special  meeting of  stockholders of the
Company,  and may act by written consent in the same manner as holders of Common
Stock, in either case upon the following basis:  each holder of shares of Series
B Stock  shall be entitled to such number of votes as shall be equal to ten (10)
times the whole  number of shares of  Common  Stock  into  which  such  holder's
aggregate  number  of shares of  Series B Stock  are  convertible  (pursuant  to
Section 5 hereof)  immediately  after the close of  business  on the record date
fixed for such meeting or the effective date of such written consent.

      (II) At all times,  the Series A Stock, and subsequent to the filing of an
amendment to the Company  certificate  of  incorporation  with the  Secretary of
State of the State of Delaware whereby the authorized  Common Stock is increased
to a minimum  of  300,000,000  shares,  the  Series B Stock  shall vote with the
shares of Common  Stock of the  Company  on an as  converted  basis from time to
time,  and  not as a  separate  class,  at any  annual  or  special  meeting  of
stockholders  of the Company,  and may act by written consent in the same manner
as holders of Common Stock, in either case upon the following basis: each holder
of shares of Series B Stock  shall be  entitled to such number of votes as shall
be equal to the whole number of shares of Common Stock into which such  holder's
aggregate  number  of shares of  Series B Stock  are  convertible  (pursuant  to
Section 5 hereof)  immediately  after the close of  business  on the record date
fixed for such meeting or the effective date of such written consent.

In addition, the Company shall not, without the prior approval of the holders of
at least a majority of the then issued and  outstanding  shares of either series
of Convertible  Preferred,  voting as a separate class:

            (a) issue or create  any series or class of equity  securities  with
rights in parity  with or  superior  to such  series or  increase  the rights or
preferences  of any  series  or class of  equity  securities  having  rights  or
preferences  that  are  junior  to such  series  so as to  make  the  rights  or
preferences  of such  series or class in parity  with or senior to such;  or (b)
amend, alter, or repeal the preferences,  special rights, or other powers of the
such so as to adversely effect the holders of such series.


                                       2
<PAGE>

            3. Liquidation Rights.

            (a) Upon any liquidation, dissolution, or winding up of the Company,
whether  voluntary or involuntary,  before any  distribution or payment shall be
made to the holders of any other stock of the  Company,  the holders of Series B
Stock shall be entitled to be paid out of the assets of the Company,  pari passu
with any other series of preferred  stock equal to the Series B Stock, an amount
per share ("Issue  Price") of Series B Stock equal to 25% of the price of a Unit
as set forth in the Association of Volleyball Professionals,  Inc./Othnet,  Inc.
Confidential  Private Placement Memorandum (offering Units of Series B Stock and
Common Stock Purchase Warrants) (the "Offering Memorandum") (as adjusted for any
stock  dividends,  combinations,  splits,  recapitalizations  and the like  with
respect to such shares),  plus all declared and unpaid  dividends on such shares
of Series B Stock for each share of Series B Stock held by them.

            (b) After the  payment  of the full  liquidation  preference  of the
Series B Stock as set forth in Section 3(a) above,  the remaining  assets of the
Company legally available for distribution, if any, shall be distributed ratably
to the holders of any preferred  stock junior to the Series B Stock, if any, and
to the holders of the Series A Stock and Common Stock, and the holders of Series
B Stock shall not participate in any such distribution.

            (c) The  following  events shall be considered a  "liquidation"  for
purposes of this Section 3:

                  (i)     any     consolidation,     merger,     reorganization,
recapitalization or sale in one or more related transactions of the Company with
or into any other  corporation or other entity or person, or any other corporate
reorganization  or sale of securities of the Company,  in which the stockholders
of the Company immediately prior to such consolidation,  merger,  reorganization
or sale,  own less  than  fifty  percent  (50%) of the  Company's  voting  power
immediately  after such  consolidation,  merger,  reorganization or sale, or any
transaction  or  series  of  related  transactions  in which in  excess of fifty
percent (50%) of the Company's  voting power is transferred (an  "Acquisition");
or

                  (ii)  a  sale,   lease   or  other   disposition   of  all  or
substantially all of the assets of the Company (an "Asset Transfer").

            (d) If,  upon any  liquidation,  distribution,  or  winding  up, the
assets of the  Company  shall be  insufficient  to make  payment  in full to all
holders of Series B Stock of the  liquidation  preferences  set forth in Section
3(a), then such assets shall be distributed  among the holders of Series B Stock
and any holders of any other  preferred stock equal to the Series B Stock at the
time outstanding,  ratably in proportion to the full amounts to which they would
otherwise be respectively entitled.

            4.  Redemption.  There  shall  be no  obligation  on the part of the
Company to redeem any shares of Series B Stock,  however, the Company may redeem
the Series B Stock after the fifth  anniversary  of issuance on thirty (30) days
written  notice  to the  holders  of the  Series B Stock at a price per share of
Series B Stock equal to the Issue Price (as  adjusted  for any stock  dividends,
combinations,  splits,  recapitalizations  and the  like  with  respect  to such
shares), plus all declared and unpaid dividends on such shares of Series B Stock
for each share of Series B Stock held by them. Notwithstanding the foregoing, in
the event that the Company does not have its  authorized  shares of common stock
increased  to no less  than  300,000,000  shares  within  180 days of the  final
closing of the  Company's  Series B Stock  offering,  each of the holders of the
Series B Stock  shall be entitled  to sell their  respective  shares of Series B
Stock to the Company at the Issue Price.


                                       3
<PAGE>

            5. Conversion Rights.

      The holders of Convertible  Preferred shall have the following rights with
respect to the conversion of  Convertible  Preferred into shares of Common Stock
(the  "Conversion  Rights"),  except that Subsection (k) hereunder shall only be
applicable to the Series B Stock:

            (a)  Optional  Conversion.  Subject  to and in  compliance  with the
provisions of this Section 5, any shares of  Convertible  Preferred  may, at the
option  of  the  holder,   be  converted  at  any  time  into   fully-paid   and
non-assessable  shares of Common Stock.  The number of shares of Common Stock to
which a holder of Convertible  Preferred shall be entitled upon conversion shall
be as  contemplated  in the  Offering  Memorandum  (as  adjusted  for any  stock
dividends,  combinations, splits, recapitalizations and the like with respect to
such shares) (the "Convertible Preferred Conversion Rate").

            (b) Fractional Shares. No fractional shares of Common Stock shall be
issued upon  conversion  of  Convertible  Preferred.  All shares of Common Stock
(including fractions thereof) issuable upon conversion of more than one share of
Convertible  Preferred by a bolder  thereof shall be aggregated  for purposes of
determining  whether  the  conversion  would  result  in  the  issuance  of  any
fractional share. If, after the aforementioned aggregation, the conversion would
result in the issuance of any fractional  share,  the Company shall,  in lieu of
issuing any  fractional  share,  pay cash equal to the product of such  fraction
multiplied by the Common  Stock's fair market value (as determined by the Board)
on the date of conversion.

            (c) Reservation of Stock Issuable Upon Conversion. 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 effecting  the  conversion of
the shares of Convertible  Preferred,  such number of its shares of Common Stock
as shall  from  time to time be  sufficient  to  effect  the  conversion  of all
outstanding  shares  of  Convertible  Preferred.  If at any time the  number  of
authorized but unissued shares of Common Stock shall not be sufficient to effect
the  conversion of all then  outstanding  shares of Convertible  Preferred,  the
Company will take such  corporate  action as may, in the opinion of its counsel,
be necessary to increase its authorized  but unissued  shares of Common Stock to
such number of shares as shall be sufficient for such purpose.

            (d) Notices. Any notice required by the provisions of this Section 5
shall be in writing and shall be deemed  effectively  given:  (i) upon  personal
delivery to the party to be notified,  (ii) when sent by confirmed  facsimile if
sent during normal  business  hours of the  recipient;  if not, then on the next
business  day,  (iii)  five (5) days after  having  been sent by  registered  or
certified mail, return receipt requested,  postage prepaid,  or (iv) one (1) day
after deposit with a nationally  recognized  overnight courier,  specifying next
day  delivery,  with  written  verification  of receipt.  All  notices  shall be
addressed  to each holder of record at the address of such holder  appearing  on
the books of the Company.


                                       4
<PAGE>

            (e) Mechanics of Conversion.  Each holder of  Convertible  Preferred
who  converts  the same into shares of Common  Stock  pursuant to this Section 5
shall surrender the certificate or certificates therefor,  duly endorsed, at the
office of the Company or any transfer agent for Convertible Preferred, and shall
give  written  notice to the Company at such  office that such holder  elects to
convert the same.  Such notice  shall state the number of shares of  Convertible
Preferred  being  converted.  Thereupon,  the Company shall  promptly  issue and
deliver at such  office to such holder a  certificate  or  certificates  for the
number of shares of Common  Stock to which  such  holder is  entitled  and shall
promptly  pay in cash or, to the extent  sufficient  funds are not then  legally
available  therefor,  in Common  Stock (at the Common  Stock's fair market value
determined  by the Board as of the date of such  conversion),  any  declared and
unpaid dividends on the shares of Convertible  Preferred being  converted.  Such
conversion  shall be deemed to have  been made at the close of  business  on the
date  of  such  surrender  of  the  certificates   representing  the  shares  of
Convertible  Preferred to be converted,  and the person  entitled to receive the
shares of Common Stock  issuable upon such  conversion  shall be treated for all
purposes as the record holder of such shares of Common Stock on such date.

            (f)  Adjustment  for Stock Splits and  Combinations.  If the Company
shall at any time or from time to time  after  the date that the first  share of
Convertible  Preferred  is issued (the  "Convertible  Preferred  Original  Issue
Date")  effect  a  subdivision  of  the  outstanding   Common  Stock  without  a
corresponding  subdivision of Convertible  Preferred,  the Convertible Preferred
Conversion  Rate  in  effect   immediately  before  that  subdivision  shall  be
proportionately increased.  Conversely, if the Company shall at any time or from
time to time after the  Convertible  Preferred  Original  Issue Date combine the
outstanding  shares of Common  Stock into a smaller  number of shares  without a
corresponding  combination of Convertible  Preferred,  the Convertible PrefLiled
Conversion  Rate  in  effect   immediately   before  the  combination  shall  be
proportionately  decreased.  Any adjustment under this Section 5(f) shall become
effective at the close of business on the date the  subdivision  or  combination
becomes effective.

            (g) Adjustment for Common Stock Dividends and Distributions.  If the
Company  at any  time or  from  time to time  after  the  Convertible  Preferred
Original  Issue Date  makes,  or fixes a record  date for the  determination  of
holders of Common Stock  entitled to receive,  a dividend or other  distribution
payable in additional shares of Common Stock, in each such event the Convertible
Preferred  Conversion  Rate that is then in effect  shall be increased as of the
time of such  issuance  or, in the event such  record  date is fixed,  as of the
close of business on such record date, by multiplying the Convertible  Preferred
Conversion  Rate then in effect by a fraction (1) the  numerator of which is the
total number of shares of Common Stock issued and outstanding  immediately prior
to the time of such  issuance or the close of business on such record date,  and
(2) the  denominator  of which is the total  number  of  shares of Common  Stock
issued and  outstanding  immediately  prior to the time of such  issuance or the
close of business on such record date plus the number of shares of Common  Stock
issuable in payment of such dividend or distribution; provided, however, that if
such  record  date is  fixed  and such  dividend  is not  fully  paid or if such
distribution  is not fully  made on the date  fixed  therefor,  the  Convertible
Preferred  Conversion  Rate shall be recomputed  accordingly  as of the close of
business on such record date and thereafter the Convertible Preferred Conversion
Rate shall be  adjusted  pursuant  to this  Section  5(g) to reflect  the actual
payment of such dividend or distribution.


                                       5
<PAGE>

            (h)  Adjustments  for  Other  Dividends  and  Distributions.  If the
Company  at any  time or  from  time to time  after  the  Convertible  Preferred
Original  Issue Date  makes,  or fixes a record  date for the  determination  of
holders of Common Stock  entitled to receive,  a dividend or other  distribution
payable in securities of the Company other than shares of Common Stock,  in each
such event provision shall be made so that the holders of Convertible  Preferred
shall receive upon  conversion  thereof,  in addition to the number of shares of
Common Stock receivable thereupon, the amount of other securities of the Company
which they would have received had their  Convertible  Preferred  been converted
into Common Stock on the date of such event and had they thereafter,  during the
period  from  the date of such  event  to and  including  the  conversion  date,
retained such  securities  receivable  by them as aforesaid  during such period,
subject  to all other  adjustments  called  for during  such  period  under this
Section 5 with respect to the rights of the holders of Convertible  Preferred or
with respect to such other securities by their terms.

            (i) Adjustment for Reclassification,  Exchange and Substitution.  If
at any time or from time to time after the Series B Original Issue Date,  Common
Stock issuable upon the conversion of Convertible  Preferred is changed into the
same or a different  number of shares of any class or classes of stock,  whether
by recapitalization, reclassification or otherwise (other than an Acquisition or
Asset  Transfer as defined in Section 3(c) or a subdivision  or  combination  of
shares or stock dividend or a reorganization,  merger,  consolidation or sale of
assets  provided for elsewhere in this Section 5), in any such event each holder
of Convertible  Preferred shall have the right  thereafter to convert such stock
into the kind and amount of stock and other  securities and property  receivable
upon such  recapitalization,  reclassification or other change by holders of the
maximum  number of shares of Common Stock into which such shares of  Convertible
Preferred could have been converted immediately prior to such  recapitalization,
reclassification or change, all subject to further adjustment as provided herein
or with respect to such other securities or property by the terms thereof.

            (j) Reorganizations,  Mergers, Consolidations or Sales of Assets. If
at any time or from time to time after the Series B Original  Issue Date,  there
is a capital  reorganization of Common Stock (other than an Acquisition or Asset
Transfer  as  defined  in  Section  3(c)  or  a  recapitalization,  subdivision,
combination,  reclassification,  exchange or substitution of shares provided for
elsewhere  in  this  Section  5),  as a part  of  such  capital  reorganization,
provision  shall be made so that the  holders  of  Convertible  Preferred  shall
thereafter be entitled to receive upon  conversion of Convertible  Preferred the
number of shares of stock or other  securities  or  property  of the  Company to
which  a  holder  of the  number  of  sharesof  Common  Stock  deliverable  upon
conversion would have been entitled on such capital  reorganization,  subject to
adjustment in respect of such stock or securities by the terms  thereof.  In any
such  case,  appropriate  adjustment  shall  be made in the  application  of the
provisions  of this  Section 5 with  respect  to the  rights of the  holders  of
Convertible  Preferred  after  the  capital  reorganization  to the end that the
provisions of this Section 5 (including  adjustment of the Convertible Preferred
Conversion  Price  then in  effect  and  the  number  of  shares  issuable  upon
conversion of the Convertible  Preferred)  shall be applicable  after that event
and be as  nearly  equivalent  as  practicable.

            (k) Sale of Shares Below the Convertible Preferred Conversion Price.


                                       6
<PAGE>

                  (i) If at any time or from time to time after the  Convertible
Preferred  Original Issue Date, the Company issues or sells, or is deemed by the
express  provisions of this  subsection  (k) to have issued or sold,  Additional
Shares of Common  Stock (as  hereinafter  defined),  other than as a dividend or
other  distribution on any class of stock as provided in Section 5(h) above, and
other than a subdivision or combination of shares of Common Stock as provided in
Section 5(f) above,  for an Effective Price (as  hereinafter  defined) per share
less than the quotient  obtained by dividing the Issue Price by the  Convertible
Preferred Conversion Rate ("Convertible Preferred Stock Conversion Price"), then
and in each such case the then existing  Convertible  Preferred Stock Conversion
Rate shall be increased, as of the opening of business on the date of such issue
or sale,  to a price  determined  by dividing the  Convertible  Preferred  Stock
Conversion Rate by a fraction (i) the numerator of which shall be (A) the number
of shares of Common  Stock deemed  outstanding  (as defined  below)  immediately
prior to such issue or sale, plus (B) the number of shares of Common Stock which
the aggregate  consideration  received (as defined in subsection (k)(ii)) by the
Company  for the total  number of  Additional  Shares of Common  Stock so issued
would purchase at such Convertible  Preferred Stock  Conversion  Price, and (ii)
the  denominator  of which shall be the number of shares of Common  Stock deemed
outstanding (as defined below)  immediately prior to such issue or sale plus the
total number of Additional Shares of Common Stock so issued. For the purposes of
the  preceding  sentence,  the  number of shares  of Common  Stock  deemed to be
outstanding  as of a given  date shall be the sum of (A) the number of shares of
Common  Stock and actually  outstanding,  and (B) the number of shares of Common
Stock into which the then outstanding  shares of Convertible  Preferred could be
converted if fully converted on the day immediately preceding the given date.

                  (ii) For the purpose of making any  adjustment  required under
this Section 5(k),  the  consideration  received by the Company for any issue or
sale of  securities  shall (A) to the extent it consists of cash, be computed at
the  gross  amount of cash  received  by the  Company  before  deduction  of any
underwriting or similar commissions, compensation or concessions paid or allowed
by the Company in connection with such issue or sale and before deduction of any
expenses payable by the Company, (B) to the extent it consists of property other
than cash,  be computed at the fair value of that property as detennined in good
faith by the Board,  and (C) if Additional  Shares of Common Stock,  Convertible
Securities  (as  hereinafter  defined) or rights or options to  purchase  either
Additional  Shares of Common Stock or Convertible  Securities are issued or sold
together  with other stock or  securities  or other  assets of the Company for a
consideration which covers both, be computed as the portion of the consideration
so received that may be  reasonably  determined in good faith by the Board to be
allocable to such Additional Shares of Common Stock,  Convertible  Securities or
rights or options.


                                       7
<PAGE>

                  (iii) For the purpose of the  adjustment  required  under this
Section  5(k),  if the  Company  issues or sells any rights or  options  for the
purchase of, or stock or other securities convertible into, Additional Shares of
Common Stock (such  convertible  stock or securities being herein referred to as
"Convertible  Securities") and if the Effective Price of such Additional  Shares
of Common Stock is less than the Convertible  Preferred Stock Conversion  Price,
in each  case the  Company  shall be  deemed  to have  issued at the time of the
issuance of such rights or options or Convertible  Securities the maximum number
of  Additional  Shares of Common  Stock  issuable  upon  exercise or  conversion
thereof and to have received as consideration for the issuance of such shares an
amount equal to the total amount of the  consideration,  if any, received by the
Company for the  issuance of such rights or options or  Convertible  Securities,
plus,  in  the  case  of  such  rights  or  options,   the  maximum  amounts  of
consideration,  if any,  payable to the Company upon the exercise of such rights
or options, plus, in the case of Convertible Securities,  the maximum amounts of
consideration,  if any,  payable to the  Company  upon the  conversion  thereof;
provided that if in the case of Convertible  Securities  the maximum  amounts of
such consideration cannot be ascertained,  but are a function of antidilution or
similar  protective  clauses,  the Company  shall be deemed to have received the
maximum amounts of  consideration  without  reference to such clauses;  provided
further that if the maximum amount of consideration  payable to the Company upon
the exercise or  conversion  of rights,  options or  Convertible  Securities  is
reduced over time or on the  occurrence or  non-occurrence  of specified  events
other than by mason of  antidilution  adjustments,  the Effective Price shall be
recalculated  using the figure to which such amount of consideration is reduced;
and provided further that if the maximum amount of consideration  payable to the
Company upon the exercise or conversion of such rights,  options or  Convertible
Securities  is  subsequently  increased,  the  Effective  Price  shall  be again
recalculated using the increased maximum amount of consideration  payable to the
Company upon the exercise or conversion of such rights,  options or  Convertible
Securities.  No further adjustment of the Convertible Preferred Stock Conversion
Rate,  as adjusted  upon the  issuance of such  rights,  options or  Convertible
Securities,  shall be made as a result  of the  actual  issuance  of  Additional
Shares of Common  Stock on the  exercise  of . any such rights or options or the
conversion of any such Convertible Securities.  If any such rights or options or
the conversion  privilege  represented by any such Convertible  Securities shall
expire without having been exercised, the Convertible Preferred Stock Conversion
Rate as  adjusted  upon the  issuance  of such  rights,  options or  Convertible
Securities  shall be readjusted to the Convertible  Preferred  Stock  Conversion
Rate which  would have been in effect had an  adjustment  been made on the basis
that the only  Additional  Shares of Common Stock so issued were the  Additional
Shares of Common Stock, if any,  actually issued or sold on the exercise of such
rights or options or rights of conversion of such  Convertible  Securities,  and
such  Additional  Shares of Common  Stock,  if any,  were issued or sold for the
consideration  actually  received by the Company  upon such  exercise,  plus the
consideration,  if any, actually received by the Company for the granting of all
such  rights  or  options,  whether  or not  exercised,  plus the  consideration
received for issuing or selling the Convertible  Securities  actually converted,
plus  the  consideration,  if  any,  actually  received  by the  Company  on the
conversion of such Convertible Securities, provided that such readjustment shall
not apply to prior conversions of Convertible Preferred.

                  (iv) "Additional Shares of Common Stock" shall mean all shares
of Common  Stock  issued by the Company or deemed to be issued  pursuant to this
Section 5(k),  whether or not subsequently  reacquired or retired by the Company
other than (1) shares of Common Stock issued upon  conversion of the Convertible
Preferred;  (2) shares of Common Stock and/or options,  warrants or other Common
Stock  purchase  rights   thereafter  (as  adjusted  for  any  stock  dividends,
combinations,  splits,  recapitalizations  and the like)  issued  to  employees,
officers or directors of, or  consultants,  advisors,  advisory board members or
committee  members to, the Company  pursuant to stock  purchase or stock  option
plans or other arrangements that are approved by the Board; (3) shares of Common
Stock issued  pursuant to mergers,  acquisitions  or other similar  transactions
approved  by the Board;  and (4) all  issuances  in  connection  with  strategic
partnerships,   strategic  alliances,  joint  ventures,  or  any  other  similar
transaction approved by the Board. The "Effective Price" of Additional Shares of
Common Stock shall mean the quotient  determined by dividing the total number of
Additional  Shares of Common Stock issued or sold, or deemed to have been issued
or sold by the Company under this Section 5(k), into the aggregate consideration
received,  or deemed to have been  received  by the Company for such issue under
this Section 5(k), for such Additional Shares of Common Stock.


                                       8
<PAGE>

            (l)  Adjustments  for Issuance of Additional  Securities to Series A
Stock holders in Accordance with Agreement and Plan of Merger. If the Company at
any time or from time to time after the  Convertible  Preferred  Stock  Original
Issue Date issues or provides for the issuance of its securities to the Series A
Stock holders in accordance with Section 2.5(a)(iv) of the Agreement and Plan of
Merger among Othnet, Inc., Othnet Merger Sub, Inc. and Association of Volleyball
Professionals,  Inc.,  dated as of June 29, 2004 ("Merger  Agreement"),  in such
event provision shall be made so that the holders of Convertible Preferred shall
receive upon conversion  thereof,  in addition to the number of shares of Common
Stock  receivable  thereupon,  the  amount of Common  Stock or other  securities
convertible  into  Common  Stock,  equal to their  pro  rata  percentage  of the
fully-diluted  securities  of the Company prior to any issuances to the Series A
Preferred  Stockholders  in accordance  with the terms of the Merger  Agreement,
subject  to all other  adjustments  called  for during  such  period  under this
Section 5 with respect to the rights of the holders of Convertible  Preferred or
with respect to such other securities by their terms.

            (m)  Certificate  of  Adjustment.  In each case of an  adjustment or
readjustment of the Convertible  Preferred Stock Conversion Price for the number
of  shares of Common  Stock or other  securities  issuable  upon  conversion  of
Convertible Preferred,  if Convertible Preferred is then convertible pursuant to
this Section 5, the Company,  at its expense,  shall compute such  adjustment or
readjustment in accordance with the provisions  hereof and prepare a certificate
showing such adjustment or  readjustment,  and shall mail such  certificate,  by
first class mail,  postage  prepaid,  to each  registered  holder of Convertible
Preferred  at the  holder's  address  as  shown  in  the  Company's  books.  The
certificate  shall set forth such adjustment or readjustment,  showing in detail
the facts upon which such  adjustment  or  readjustment  is based,  including  a
statement  of (1) the  consideration  received  or deemed to be  received by the
Company for any  Additional  Shares of Common  Stock issued or sold or deemed to
have been issued or sold, (2) the Convertible  Preferred Stock  Conversion Price
at the time in effect,  (3) the number of Additional  Shares of Common Stock and
(4) the type and amount,  if any, of other  property  which at the time would be
received upon conversion of the Convertible Preferred.

            (n) Notices of Record Date.  Upon (i) any taking by the Company of a
record of the holders of any class of securities  for the purpose of determining
the  holders  thereof  who  are  entitled  to  receive  any  dividend  or  other
distribution,  or (ii) any  Acquisition  (as  defined in Section  3(c)) or other
capital  reorganization of the Company, any reclassification or recapitalization
of the capital stock of the Company,  any merger or consolidation of the Company
with or into any other corporation, or any Asset Transfer (as defined in Section
3(c)), or any voluntary or involuntary dissolution, liquidation or winding up of
the Company,  the Company shall mail to each holder of Convertible  Preferred at
least  ten (10)  days  prior  to the  record  date  specified  therein  a notice
specifying  (1) the date on which any such record is to be taken for the purpose
of  such  dividend  or  distribution  and a  description  of  such  dividend  or
distribution,  (2) the  date on  which  any  such  Acquisition,  reorganization,
reclassification,  transfer, consolidation, merger, Asset Transfer, dissolution,
liquidation or winding up is expected to become effective,  and (3) the date, if
any,  that is to be fixed as to when the  holders of record of Common  Stock (or
other securities) shall be entitled to exchange their shares of Common Stock (or
other  securities)  for  securities  or other  property  deliverable  upon  such
Acquisition, reorganization,  reclassification, transfer, consolidation, merger,
Asset Transfer, dissolution, liquidation or winding up.


                                       9
<PAGE>

            6. Mandatory  Conversion.  At any time commencing one year after the
issuance of shares of Series B Stock the Company may send a notice of conversion
to the holders of the Series B Stock,  provided:  (i) all shares of Common Stock
underlying  the  Series  B Stock  have  been  registered  for  resale  with  the
Securities and Exchange Commission, and such registration statement is effective
at the time such  notice of  conversion  is sent to the  holders of the Series B
Stock,  (ii) the Common Stock is quoted on the  Over-The-Counter  Bulletin Board
("OTCBB") or a similar electronic quotation system or stock exchange,  (iii) the
closing  price per share,  or the  average of the  closing bid and ask price per
share of Common  Stock,  if  applicable,  has been at least twice.  the quotient
obtained  by  dividing  the  redemption  price of the  Series B Stock by 100 (as
adjusted for any stock dividends,  combinations,  splits,  recapitalizations and
the like with respect to such shares) for thirty (30)  consecutive  trading days
prior to a notice of  conversion,  and (iv) the average daily trading  volume of
the Common Stock as reported on the OTCBB, or other electronic  quotation system
or stock exchange as then listed,  averages at least 2,000,000  shares of Common
Stock for each of the thirty (30) consecutive  trading days prior to a notice of
conversion, the Company may send the holders a notice of conversion.

      Upon the  sending of such  notice,  all shares of Series B Stock  shall be
converted  into Common Stock at the Series B Conversion  Rate then in effect (as
adjusted for any stock dividends,  combinations,  splits,  recapitalizations and
the like with  respect to such  shares).  Upon such  automatic  conversion,  any
declared and unpaid dividends shall be paid in accordance with the provisions of
Section 5(g) above. Upon such automatic  conversion,  the outstanding  shares of
Series B Stock shall be converted  automatically  without any further  action by
the holders of such shares  whether or not the  certificates  representing  such
shares are surrendered to the Company or its transfer agent.

      At such time as the Company has amended its  certificate of  incorporation
to increase its authorized Common Stock to no less than 300,000,000 shares, each
share of Series A Stock shall automatically be converted into a number of shares
of Common Stock equal to the then current Convertible Stock Conversion Rate, and
each Series A Stock  certificate  shall  represent the number of whole shares of
Common Stock that shall equal the product  obtained by multiplying the number of
shares of Series A Stock  stated  thereon by the  Convertible  Stock  Conversion
Rate. Upon surrender of such certificate to the Company, the Company shall issue
certificates  representing  such whole number of shares of Common Stock and cash
in the amount of any fractional  share as the holder of such  certificate  shall
lawfully direct.

            7. No Reissuance  of  Convertible  Preferred.  No share or shares of
Convertible Preferred,  or any other series of preferred stock authorized by the
Company, acquired by the Company by reason of redemption,  purchase,  conversion
or otherwise shall be reissued;  and in addition, the Certificate of Designation
of  Rights  Preferences  and  Limitations  of  Convertible  Preferred  shall  be
appropriately  amended to effect the  corresponding  reduction in the  Company's
authorized  stock.  If  the  Convertible   Preferred  shall  not  be  issued  as
contemplated in the Offering Memorandum, the Company shall file a certificate of
resolutions  of the  Company's  board of directors to such effect in  accordance
with Section 151 of the Delaware General Corporation Law.


                                       10
<PAGE>

            8. No Preemptive Rights. No stockholders of the Company,  including,
without limitation,  the holders of Convertible Preferred, shall have preemptive
rights.

                  [remainder of page intentionally left blank]


                                       11
<PAGE>

      IN WITNESS WHEREOF,  the Company has caused this Cati icate of Designation
of Series A and Series B Convertible  Stock to be duly executed by its President
and attested to by its Secretary on this 25th day of February, 2005.

By: /s/ Jeffrey Wattenberg
    -----------------------------------
    President:  Jeffrey Wattenberg

By: /s/ Jeffrey Wattenberg
    -----------------------------------
    President:  Jeffrey Wattenberg

(SEAL)


                                       12
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.1
<SEQUENCE>5
<FILENAME>v013702_ex4-1.txt
<TEXT>
                               Registration Rights

      Othnet,  Inc.  hereby grants to the Subscriber the following  registration
rights.

      1.    Definitions.

            Capitalized  terms used  herein  without  definition  shall have the
respective meanings given such terms as set forth in the Subscription  Agreement
between   Othnet,   Inc.,  AVP  and  the  subscriber   signatory   thereto  (the
"Subscription  Agreement") or in the Company's  Confidential  Private  Placement
Memorandum,  dated as of  January  5,  2005 (as  amended  or  supplemented,  and
together with all documents and filings attached thereto, the "Memorandum").  As
used herein, the following terms shall have the following meanings:

            Business Day: Any day other than a day on which banks are authorized
            or required to be closed in the State of New York.

            Commission: The United States Securities and Exchange Commission.

            Common Stock:  The common stock,  par value $0.001 per share, of the
            Company.

            Exchange Act: The Securities  Exchange Act of 1934, as amended,  and
            the rules and regulations of the Commission promulgated thereunder.

            Holder or Holders: Any holder of the Registrable Securities.

            Person:  Any individual,  corporation,  partnership,  joint venture,
            association, joint stock company, trust, unincorporated organization
            or government or other agency or political subdivision thereof.

            Prospectus:  The prospectus  included in any Registration  Statement
            (including,   without   limitation,   a  prospectus  that  discloses
            information previously omitted from a prospectus filed as part of an
            effective   registration   statement  in  reliance  upon  Rule  430A
            promulgated under the Securities Act), as amended or supplemented by
            any prospectus supplement, with respect to the terms of the offering
            of any  portion  of  the  Registrable  Securities  covered  by  such
            Registration Statement,  and all other amendments and supplements to
            the  prospectus,   including  post-effective   amendments,  and  all
            material  incorporated  by reference or deemed to be incorporated by
            reference in such prospectus.

            Registrable  Securities:  The shares of Common Stock  underlying the
            Series B Convertible  Preferred  Stock and the Warrants,  until such
            time  as (1) a  Registration  Statement  covering  such  Registrable
            Securities  has been declared  effective by the  Commission and such
            Registrable  Securities  have  been  disposed  of  pursuant  to such
            effective  Registration Statement or (2) such Registrable Securities
            are saleable  pursuant to Rule 144 (or any similar provision then in
            force) under the Securities Act, without any restriction,  whichever
            is earlier.


<PAGE>

            Registration  Statement:  Any registration  statement of the Company
            that  covers  any  of the  Registrable  Securities  pursuant  to the
            provisions of this Agreement,  including the Prospectus,  amendments
            and  supplements  to such  registration  statements,  including post
            effective amendments, all exhibits, and all material incorporated by
            reference  or  deemed  to  be  incorporated  by  reference  in  such
            registration statement.

            Securities  Act: The  Securities  Act of 1933,  as amended,  and the
            rules and regulations of the Commission promulgated thereunder.

            Series B Convertible  Preferred  Stock: The Series B Preferred Stock
            included in the Units, convertible into Common Stock.

            Units:  The units of the Company sold  pursuant to the  Subscription
            Agreement  consisting  of Series B Convertible  Preferred  Stock and
            Warrants.

            Warrants:  The Warrant included in the Units  exercisable for shares
            of Common Stock.

      2.    Registration Rights.

            (a)  Required  Registration.  Within  45 days  following  the  Final
Closing  Date,  the  Company  shall  prepare  and file  with the  Commission  an
appropriate  Registration  Statement for the purpose of  registering  for public
resale  the  Registrable  Securities  sold  to the  Subscriber  pursuant  to the
Subscription Agreement or held by a Holder. The Company shall use its good faith
best efforts to ensure that the  Registration  Statement  is declared  effective
within 120 days of the Final Closing  Date.  In the event that the  registration
statement covering all of the Registrable Securities is not filed within 45 days
following  the Final  Closing  Date or declared  effective by the SEC within 120
days of the Final Closing Date or the  registration  does not stay effective for
60  consecutive  days,  then the  Company  will pay the  holders of the Series B
Convertible  Preferred  Stock cash  payments  equal to one  percent  (1%) of the
purchase price of the Series B Convertible  Preferred Stock per month,  and such
monthly  payments shall  increase to two percent (2%) per month,  or any portion
thereof,  in the event that the  Registration  Statement has not been filed with
the Commission or declared  effective by the  Commission  within 180 days of the
Final Closing Date.  The Company will agree to take all actions as are necessary
to keep the  Registration  Statement  effective  until  the  date on  which  all
Registrable  Securities  purchased by the  Subscriber or held by a Holder may be
sold  without  any  restriction,  under Rule 144  during  any  90-day  period in
accordance with all rules and regulations regarding sales of securities pursuant
to Rule 144 (such period, the "Effectiveness Period"). Each Subscriber or Holder
shall  respond  promptly  and  accurately  to  Company's  request at  reasonable
intervals  regarding  the  amount of  Registrable  Securities  then held by such
Subscriber or Holder.  The Company  shall bear all expenses of the  Registration
Statement,  including fees and expenses,  if any, of a special  counsel or other
advisors  to the  Subscriber  or a  Holder  and the  Placement  Agent,  equal to
$15,000.  The  Company  shall also pay all  expenses  of the  Investors  and the
Placement  Agent for any "144  opinions" or other opinions which are required in
connection  with any transfers of Securities made by such parties under Rule 144
or any other applicable sale or transfer (including,  without limitation,  sales
made pursuant to prospectus delivery).


                                       2
<PAGE>

            (b) Piggyback Registration. If, at any time during the Effectiveness
Period,  the  Company  proposes  to  register  any of its  securities  under the
Securities  Act for sale to the public for its own account or for the account of
other security holders (except with respect to registration  statements on Forms
S-4 or S-8 or  another  form  not  available  for  registering  the  Registrable
Securities  for sale to the public),  each such time it will give written notice
thereof to Holders of its  intention  so to do (such notice to be given at least
fifteen (15) days prior to the filing thereof).  Upon the written request of any
such Holder (which  request shall specify the number of  Registrable  Securities
intended to be disposed of by such Holder and the intended method of disposition
thereof),  received by the Company within ten (10) days after giving of any such
notice by the Company, to register any of such Holder's Registrable  Securities,
the Company will use its reasonable efforts to cause the Registrable  Securities
as to which  registration  shall have been so  requested  to be  included in the
securities to be covered by the Registration  Statement  proposed to be filed by
the Company, all to the extent requisite to permit the sale or other disposition
by the Holder (in  accordance  with its  written  request)  of such  Registrable
Securities so registered ("Piggyback  Registration Rights");  provided, that if,
at any time  after  giving  written  notice of its  intention  to  register  any
securities  pursuant to this Section 2(b) and prior to the effective date of the
Registration  Statement filed in connection with such registration,  the Company
shall  determine  for any reason not to register  such  securities,  the Company
shall give written  notice to all Holders and,  thereupon,  shall be relieved of
its obligation to register any  Registrable  Securities in connection  with such
registration.  If a  registration  pursuant  to this  Section  2(b)  involves an
underwritten  public  offering,  any Holder  requesting  to be  included in such
registration  may  elect,  in  writing  prior  to  the  effective  date  of  the
registration  statement  filed in  connection  with  such  registration,  not to
register such  securities in connection  with such  registration.  The foregoing
provisions notwithstanding,  the Company may withdraw any registration statement
referred to in this Section 2(b) without thereby  incurring any liability to the
Holders.

            (c) Exceptions. Notwithstanding the foregoing, the Company may delay
the registration of Registrable  Securities pursuant to Section 2(b) hereof (but
not Section 2(a)  hereof) for the time periods  described in Section 2(d) hereof
upon the occurrence of any of the following:

                  (i)  The  Company  shall  have  previously   entered  into  an
            agreement or letter of intent  contemplating an underwritten  public
            offering on a firm  commitment  basis of Common Stock or  securities
            convertible  into or exchangeable  for Common Stock and the managing
            underwriter of such proposed public offering  advises the Company in
            writing  that in its opinion  such  proposed  underwritten  offering
            would  be  materially   and  adversely   affected  by  a  concurrent
            registered offering of Registrable Securities (such opinion to state
            the reasons therefor);

                  (ii)  During the two (2) month  period  immediately  preceding
            such  request,  the Company  shall have entered into an agreement or
            letter of intent,  which has not  expired or  otherwise  terminated,
            contemplating a material business  acquisition by the Company or its
            subsidiaries whether by way of merger, consolidation, acquisition of
            assets, acquisition of securities or otherwise;


                                       3
<PAGE>

                  (iii) The  Company  is in  possession  of  material  nonpublic
            information  that the  Company  would be required to disclose in the
            Registration  Statement  and that is not, but for the  registration,
            otherwise required to be disclosed at the time of such registration,
            the disclosure of which,  in its good faith  judgment,  would have a
            material  adverse effect on the business,  operations,  prospects or
            competitive position of the Company;

                  (iv) The Company  shall  receive  the  written  opinion of the
            managing underwriter of the underwritten public offering pursuant to
            which  Common Stock has been  registered  within the three (3) month
            period  prior to the  receipt  of a  registration  request  that the
            registration   of  additional   Common  Stock  will  materially  and
            adversely  affect the market for the Common  Stock (such  opinion to
            state the reasons therefor); or

                  (v) At the time of  receipt  of a  registration  request,  the
            Company  is  engaged,  or its  board of  directors  has  adopted  by
            resolution  a plan to engage,  in any  program  for the  purchase of
            Common Stock or  securities  convertible  into or  exchangeable  for
            Common Stock and, in the opinion of counsel, reasonably satisfactory
            to the requesting  Holders,  the distribution of the Common Stock to
            be  registered  would  cause such  purchase  to be in  violation  of
            Regulation M promulgated under the Exchange Act.

            (d) Period of Delay.  If an event  described  in clauses (i) through
(iv) of Section  2(c) shall  occur,  the Company  may, by written  notice to the
Holders,  delay the  filing of a  Registration  Statement  with  respect  to the
Registrable  Securities to be covered thereby for a period of time not exceeding
one hundred  twenty (120) days.  If an event  described in clause (v) of Section
2(c) shall occur,  the filing of a  Registration  Statement  with respect to the
Registrable  Securities  to be covered  thereby shall be delayed until the first
date that the  Registrable  Securities to be covered thereby can be sold without
violation of Regulation M of the Exchange Act.

      3.    Registration Procedures.

            In  connection  with the  registration  obligations  of the  Company
pursuant to the terms and conditions of this Agreement, the Company shall:

            (a) prior to filing a  Registration  Statement or  Prospectus or any
amendments or supplements thereto, including documents incorporated by reference
after the initial filing of the Registration Statement, the Company will furnish
to the Holders covered by such Registration  Statement (the "Selling  Holders"),
Holders'  legal counsel and the  underwriters,  if any, draft copies of all such
documents  proposed to be filed at least three (3) Business Days prior  thereto,
which  documents will be subject to the review of such Holders'  Counsel and the
underwriters, if any, and the Company will not, unless required by law, file any
Registration  Statement or amendment thereto or any Prospectus or any supplement
thereto  (including  such documents  incorporated by reference) to which Selling
Holders of at least a majority of the  Registrable  Securities  (the  "Objecting
Party")  shall  object,  pursuant to notice  given to the  Company  prior to the
filing of such amendment or supplement (the "Objection  Notice").  The Objection
Notice  shall set  forth  the  objections  and the  specific  areas in the draft
documents where such objections  arise. The Company shall have five (5) Business
Days after receipt of the Objection  Notice to correct such  deficiencies to the
satisfaction of the Objecting  Party, and will notify each Selling Holder of any
stop order issued or  threatened by the  Commission in connection  therewith and
take all reasonable  actions required to prevent the entry of such stop order or
to remove it if entered;


                                       4
<PAGE>

            (b) as promptly as practicable  prepare and file with the Commission
such amendments and post-effective  amendments to the Registration  Statement as
may be necessary to keep such  Registration  Statement  effective for the period
required  pursuant to Section 2; cause the Prospectus to be  supplemented by any
required Prospectus supplement, and, as so supplemented, to be filed pursuant to
Rule 424 under  the  Securities  Act;  and  comply  with the  provisions  of the
Securities  Act  applicable  to it  with  respect  to  the  disposition  of  all
Registrable  Securities  covered  by  such  Registration  Statement  during  the
applicable  period in accordance with the intended methods of disposition by the
Selling  Holders set forth in such  Registration  Statement or supplement to the
Prospectus;

            (c) as promptly as practicable furnish to any Selling Holder and the
underwriters,  if any,  without charge,  such number or conformed copies of such
Registration Statement and any post-effective  amendment thereto and such number
of copies of the Prospectus  (including  each  preliminary  Prospectus)  and any
amendments or supplements thereto,  and any documents  incorporated by reference
therein,  as such Selling Holder or underwriter may reasonably  request in order
to facilitate the disposition of the Registrable  Securities  being sold by such
Selling Holder (it being  understood that the Company consents to the use of the
Prospectus  and any amendment or supplement  thereto by each Selling  Holder and
the  underwriters,  if any,  in  connection  with the  offering  and sale of the
Registrable  Securities covered by the Prospectus or any amendment or supplement
thereto);  provided,  that before filing a Registration  Statement or Prospectus
relating to the Registrable Securities or any amendments or supplements thereto,
the Company will furnish to Holders' Counsel copies of all documents proposed to
be filed at least three (3)  Business  Days prior to the filing  thereof,  which
documents will be subject to the review of such counsel;

            (d) on or prior to the date on which the  Registration  Statement is
declared effective,  register or qualify such Registrable  Securities under such
other securities or "blue sky" laws of such jurisdictions as any Selling Holder,
Holders'  Counsel or  underwriter  reasonably  requests and do any and all other
acts and things  which may be  necessary  or  advisable  to enable such  Selling
Holder to consummate the disposition in such  jurisdictions  of such Registrable
Securities  owned  by such  Selling  Holder;  keep  each  such  registration  or
qualification  (or exemption  therefrom)  effective  during the period which the
Registration  Statement  is  required to be kept  effective;  and do any and all
other acts or things reasonably necessary or advisable to enable the disposition
in such  jurisdictions of the Registrable  Securities  covered by the applicable
Registration  Statement;  provided that the Company shall not be required to (i)
qualify to do business as a foreign  corporation  or as a  broker-dealer  in any
jurisdiction  where it is not then so  qualified  or (ii) take any action  which
would  subject  it  to  general  service  of  process  or  to  taxation  in  any
jurisdiction where it is not then so subject;


                                       5
<PAGE>

            (e) cause the Registrable  Securities  covered by such  Registration
Statement to be registered with or approved by such other governmental  agencies
or  authorities  as may be necessary by virtue of the business and operations of
the Company to enable the Selling  Holders to consummate the disposition of such
Registrable Securities;

            (f) as promptly as practicable notify each Selling Holder,  Holders'
Counsel and any  underwriter  and Of requested by any such Person)  confirm such
notice  in  writing,  (i) when a  Prospectus  or any  Prospectus  supplement  or
post-effective  amendment  has been filed and,  with  respect to a  Registration
Statement or any post-effective  amendment,  when the same has become effective,
(ii) of any request by the Commission or any other federal or state governmental
authority for amendments or  supplements to a Registration  Statement or related
Prospectus  or for  additional  information  to be included in any  Registration
Statement or Prospectus or otherwise, (iii) of the issuance by the Commission of
any stop order suspending the  effectiveness of a Registration  Statement or the
initiation or  threatening  of any  proceedings  for that  purpose,  (iv) of the
issuance by any state securities commission or other regulatory authority of any
order suspending the qualification or exemption from qualification of any of the
Registrable  Securities  under  state  securities  or  "blue  sky"  laws  or the
initiation of any  proceedings  for that purpose and (v) of the happening of any
event which makes any  statement  made in a  Registration  Statement  or related
Prospectus  or  any  document  incorporated  or  deemed  to be  incorporated  by
reference  therein  untrue or which  requires  the making of any changes in such
Registration  Statement,  Prospectus  or documents so that they will not contain
any untrue  statement  of a  material  fact or omit to state any  material  fact
required to be stated  therein or necessary to make the  statements  therein not
misleading;  and, as promptly as practicable  thereafter,  prepare and file with
the Commission and furnish a supplement or amendment to such Prospectus so that,
as thereafter deliverable to the purchasers of such Registrable Securities, such
Prospectus  will not contain any untrue  statement of a material fact or omit to
state a material fact necessary to make the statements  therein, in light of the
circumstances under which they were made, not misleading;

            (g) make  generally  available to the Holders an earnings  statement
satisfying  the  provisions of Section 11(a) of the Securities Act no later than
thirty (30) days after the end of the 12-month  period  beginning with the first
day of the Company's first fiscal quarter commencing after the effective date of
a Registration Statement; (h) use its reasonable efforts to prevent the issuance
of any order suspending


            the  effectiveness  of a  Registration  Statement,  and,  if  one is
issued,  to obtain the withdrawal of any order suspending the effectiveness of a
Registration Statement at the earliest possible moment;

            (i) as promptly as  practicable  after filing with the Commission of
any document which is incorporated  by reference into a Registration  Statement,
deliver a copy of such document to Holders' legal counsel;

            (j) cooperate with the Selling Holders and the managing  underwriter
or  underwriters,  if any, to facilitate the timely  preparation and delivery of
certificates  (which  shall not bear any  restrictive  legends and shall be in a
form  eligible  for deposit  with the  Depository  Trust  Company)  representing
securities sold under such Registration Statement, and enable such securities to
be  in  such  denominations  and  registered  in  such  names  as  the  managing
underwriter  or  underwriters,  if any, or such Selling  Holders may request and
make  available  prior to the  effectiveness  of such  Registration  Statement a
supply of such certificates;


                                       6
<PAGE>

            Each Selling Holder,  upon receipt of any notice from the Company of
the  happening  of any event of the kind  described  in  subsection  (f) of this
Section 3, shall forthwith discontinue disposition of the Registrable Securities
until such Selling Holder's receipt of the copies of the supplemented or amended
Prospectus  contemplated  by  subsection  (f) of this  Section  3 or until it is
advised in writing (the  "Advice") by the Company that the use of the Prospectus
may be  resumed,  and has  received  copies of any  additional  or  supplemental
filings  which are  incorporated  by  reference  in the  Prospectus,  and, if so
directed by the Company,  such Selling Holder will, or will request the managing
underwriter  or  underwriters,  if  any,  to,  deliver  to the  Company  (at the
Company's  expense) all copies,  other than  permanent  file copies then in such
Selling  Holder's  possession,  of  the  Prospectus  covering  such  Registrable
Securities  current at the time of receipt of such notice. In the event that the
Company  shall give any such notice,  the time periods for which a  Registration
Statement is required to be kept effective pursuant to Section 2 hereof shall be
extended by the number of days during the period from and  including the date of
the giving of such notice to and  including  the date when each  Selling  Holder
shall have  received (1) the copies of the  supplemented  or amended  Prospectus
contemplated by Section 3(f) or (ii) the Advice.

      4.    Registration Expenses.

            (a) All  expenses  incident  to the  Company's  performance  of,  or
compliance  with, the  provisions  hereof,  including  without  limitation,  all
Commission and securities  exchange or NASD  registration  and filing fees, fees
and expenses of compliance  with  securities or "blue sky" laws  (including fees
and disbursements of counsel in connection with "blue sky" qualifications of the
Registrable  Securities),  printing  expenses,  messenger and delivery expenses,
internal expenses (including,  without limitation,  all salaries and expenses of
the Company's  officers and employees  performing  legal or accounting  duties),
fees and expenses  incurred in connection  with the listing of the securities to
be registered,  if any, on each securities  exchange on which similar securities
issued by the Company are then listed, fees and disbursements of counsel for the
Company and its independent certified public accountants  (including the expense
of any special audit or "cold comfort" letters required by, or incident to, such
performance),  Securities  Act  liability  insurance  (if the Company  elects to
obtain such  insurance),  reasonable  fees and  expenses of any special  experts
retained by the Company in connection with such registration,  fees and expenses
of other Persons  retained by the Company in connection  with each  registration
hereunder (but not including the fees and expense of legal counsel retained by a
Holder  or  Holders,   or  any  underwriting  fees,   discounts  or  commissions
attributable   to  the  sale  of  Registrable   Securities)  are  herein  called
"Registration Expenses."

            (b) The Company  will pay all  Registration  Expenses in  connection
with each Registration Statement filed pursuant to Section 2 except as otherwise
set forth  therein.  Other than as  specifically  provided  for in Section  2(a)
hereto,  all  expenses  to be  borne  by the  Holders  in  connection  with  any
Registration   Statement  filed  pursuant  to  Section  2  (including,   without
limitation, all underwriting fees, discounts or commissions attributable to such
sale of Registrable  Securities) shall be borne by the participating Holders pro
rata in  relation  to the  number  of  Units  of  Registrable  Securities  to be
registered by each Holder.


                                       7
<PAGE>

      5.    Indemnification; Contribution.

            (a) Indemnification by the Company.  The Company agrees to indemnify
and hold  harmless,  to the full  extent  permitted  by law,  each  Holder,  its
officers, directors and each Person who controls such Holder (within the meaning
of the Securities Act), and any agent or investment adviser thereof, against all
losses,  claims,   damages,   liabilities  and  expenses  (including  reasonable
attorneys'  fees and costs of  investigation)  arising  out of or based upon any
untrue  or  alleged   untrue   statement  of  material  fact  contained  in  any
Registration  Statement,  any amendment or supplement thereto, any Prospectus or
preliminary  Prospectus  or any omission or alleged  omission to state therein a
material fact required to be stated  therein or necessary to make the statements
therein  not  misleading,  except  insofar as the same arise out of or are based
upon any such untrue  statement or omission based upon  information with respect
to such  Holder  furnished  in  writing  to the  Company by or on behalf of such
Holder  expressly  for  use  therein;  provided  that,  in the  event  that  the
Prospectus  shall have been  amended or  supplemented  and copies  thereof as so
amended or  supplemented,  shall have been  furnished  to a Holder  prior to the
confirmation of any sales of Registrable Securities, such indemnity with respect
to the  Prospectus  shall not inure to the  benefit of such Holder if the Person
asserting  such  loss,  claim,   damage  or  liability  and  who  purchased  the
Registrable Securities from such holder did not, at or prior to the confirmation
of the sale of the Registrable  Securities to such Person, receive a copy of the
Prospectus as so amended or supplemented and the untrue statement or omission of
a material fact  contained in the  Prospectus was corrected in the Prospectus as
so amended or supplemented.

            (b)  Indemnification  by  Holders  of  Registrable  Securities.   In
connection with any Registration  Statement in which a Holder is  participating,
each such Holder will  furnish to the Company in writing such  information  with
respect to the name and address of such Holder and such other information as may
be  reasonably  required  for  use in  connection  with  any  such  Registration
Statement or Prospectus and agrees to indemnity, to the full extent permitted by
law, the Company,  its  directors  and officers and each Person who controls the
Company (within the meaning of the Securities  Act) against any losses,  claims,
damages,  liabilities  and  expenses  resulting  from any untrue  statement of a
material  fact in the  Registration  Statement or  Prospectus  or any  amendment
thereof or supplement  thereto or necessary to make the  statements  therein not
misleading,  to the extent, but only to the extent,  that such untrue or alleged
untrue  statement  relates to any  information  with  respect to such  Holder so
furnished in writing by such Holder specifically for inclusion in any Prospectus
or  Registration  Statement;  provided,  however,  that such Holder shall not be
liable  in any such  case to the  extent  that  prior to the  filing of any such
Registration Statement or Prospectus or amendment thereof or supplement thereto,
such Holder has  furnished in writing to the Company  information  expressly for
use in such  Registration  Statement or Prospectus  or any amendment  thereof or
supplement thereto which corrected or made not misleading information previously
furnished to the Company.  In no event shall the liability of any Selling Holder
hereunder be greater in amount than the dollar  amount of the proceeds  received
by such Selling Holder upon the sale of the Registrable  Securities  giving rise
to such indemnification obligation.


                                       8
<PAGE>

            (c) Conduct of Indemnification  Proceedings.  Any Person entitled to
indemnification   hereunder   agrees  to  give  prompt  written  notice  to  the
indemnifying party after the receipt by such Person of any written notice of the
commencement of any action, suit,  proceeding or investigation or threat thereof
made in writing for which such Person will claim indemnification or contribution
pursuant to the provisions hereof and, unless in the judgment of counsel of such
indemnified  party a conflict of interest  may exist  between  such  indemnified
party  and the  indemnifying  party  with  respect  to such  claim,  permit  the
indemnifying  party to assume  the  defense of such  claim.  Whether or not such
defense is assumed by the indemnifying party, the indemnifying party will not be
subject to any liability for any  settlement  made without its consent (but such
consent will not be unreasonably  withheld).  No indemnifying party will consent
to entry of any judgment or enter into any settlement  which does not include as
an  unconditional  term  thereof the giving by the claimant or plaintiff to such
indemnified  party of a release  from all  liability in respect of such claim or
litigation.  If the  indemnifying  party is not  entitled  to, or elects not to,
assume the  defense  of a claim,  it will not be  obligated  to pay the fees and
expenses of more than one counsel  (plus such local  counsel,  if any, as may be
reasonably  required in other  jurisdictions) with respect to such claim, unless
in the  judgment  of any  indemnified  party a conflict  of  interest  may exist
between such indemnified  party and any other of such  indemnified  parties with
respect to such claim, in which event the indemnifying  party shall be obligated
to pay the fees and expenses of such  additional  counsel or  counsels.  For the
purposes of this Section 5(c), the term  "conflict of interest"  shall mean that
there are one or more legal defenses available to the indemnified party that are
different  from or additional to those  available to the  indemnifying  party or
such other  indemnified  parties,  as applicable,  which different or additional
defenses make joint representation inappropriate.

            (d) Contribution. If the indemnification from the indemnifying party
provided for in this Section 5 is unavailable to an indemnified  party hereunder
in respect of any losses, claims,  damages,  liabilities or expenses referred to
therein,  then the indemnifying  party, in lieu of indemnifying such indemnified
party,  shall contribute to the amount paid or payable by such indemnified party
as a result of such losses,  claims,  damages,  liabilities  or expenses in such
proportion as is appropriate  to reflect the relative fault of the  indemnifying
party and  indemnified  parties in connection with the actions which resulted in
such losses,  claims,  damages,  liabilities  or expenses,  as well as any other
relevant equitable considerations. The relative fault of such indemnifying party
and indemnified parties shall be determined by reference to, among other things,
whether any action in question, including any untrue or alleged untrue statement
of a material  fact,  has been made by, or relates to  information  supplied by,
such  indemnifying  party  or  indemnified  parties,  and  the  parties  intent,
knowledge,  access to  information  and  opportunity  to correct or prevent such
action. The amount paid or payable by a party as a result of the losses, claims,
damages,  liabilities and expenses referred to above shall be deemed to include,
subject to the  limitations  set forth in Section 5(c), any reasonable  legal or
other fees or expenses  reasonably incurred by such party in connection with any
investigation  or proceeding.  No Person guilty of fraudulent  misrepresentation
(within the meaning of Section 11(0 of the Securities  Act) shall be entitled to
contribution   from  any  person   who  was  not   guilty  of  such   fraudulent
misrepresentation.

            (e) If  indemnification  is  available  under  this  Section  5, the
indemnifying  parties shall indemnity each indemnified  party to the full extent
provided in Sections 5(a) and (b) without  regard to the relative  fault of said
indemnifying  party or indemnified  party or any other  equitable  consideration
provided for in this Section 5.


                                       9
<PAGE>

      6.    Transfer of Rights.

            The rights to cause the Company to register  Registrable  Securities
granted pursuant to the provisions  hereof may be transferred or assigned by any
Holder to a transferee or assignee;  provided;  however,  that the transferee or
assignee of such rights assumes the  obligations of such transferor or assignor,
as the case may be, hereunder.

      7.    Amendment.

            Except as otherwise  provided herein,  the provisions hereof may not
be amended, modified or supplemented, and waivers or consents to departures from
the  provisions  hereof may not be given  unless the  Company has  obtained  the
written consent of Holders of at least a majority of the aggregate number of the
Registrable Securities then outstanding.


                                       10
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.
<SEQUENCE>6
<FILENAME>v013702_ex4-2.txt
<TEXT>
NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK  ISSUABLE  UPON  EXERCISE OF
THIS WARRANT HAVE BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN
MAY BE  OFFERED,  SOLD,  TRANSFERRED,  PLEDGED OR  OTHERWISE  DISPOSED OF EXCEPT
PURSUANT TO AN EFFECTIVE  REGISTRATION  STATEMENT UNDER SUCH ACT OR SUCH LAWS OR
AN  EXEMPTION  FROM  REGISTRATION  UNDER  SUCH ACT AND SUCH LAWS  WHICH,  IN THE
OPINION OF COUNSEL FOR THE COMPANY, IS AVAILABLE.

 Void after 5:00 P.M. New York City time on the last day of the Exercise Period,
                            as defined in the Warrant

                          COMMON STOCK PURCHASE WARRANT

                                       OF

                                  OTHNET, INC.

      This  is  to  certify  that,   FOR  VALUE   RECEIVED,   __________________
("Holder"),  is entitled to purchase,  subject to the provisions of this warrant
("Warrant"),  from Othnet, Inc., a Delaware  corporation (the "Company"),  at an
exercise price per share equal to 140% of the conversion  price of the Company's
Series B Preferred Stock, subject to adjustment as provided in this Warrant (the
"Warrant  Exercise Price"),  ______________  (_____) shares of common stock, par
value $0.001 per share ("Common Stock").  The shares of Common Stock deliverable
upon such exercise, and as adjusted from time to time, are hereinafter sometimes
referred to as "Warrant  Shares." 1. ISSUANCE OF WARRANT.  This Warrant is being
issued  pursuant to that  certain  Subscription  Agreement  dated as of the date
hereof  between  the  Company  and the Holder  (the  "Subscription  Agreement").
Capitalized  terms used herein and not otherwise defined shall have the meanings
ascribed thereto in the Subscription Agreement. In addition, the following terms
have the meanings set forth below:

      "Closing  Price"  means,  as of any date,  the last trading  price for the
Common  Stock as reported by the NASD OTC  Bulletin  Board,  or other  principal
exchange or  electronic  trading  system on which the shares of Common Stock are
quoted or traded.

            "Convertible  Securities"  shall  mean  evidences  of  indebtedness,
shares of stock or other securities, which are convertible into or exchangeable,
with or without  payment of additional  consideration  in cash or property,  for
shares of Common Stock, either immediately or upon the occurrence of a specified
date or a specified event.

            "Exercise  Period"  shall  mean the  period  commencing  on the date
hereof and ending at 5 p.m.,  Eastern  Time on  _____________,  2010 [five years
from date of issuance].

            "Permitted Issuances" shall mean (i) Common Stock issued pursuant to
a stock split or subdivision, (ii) Common Stock issuable or issued to employees,
consultants or directors of the Company  directly or pursuant to a stock plan or
other compensation arrangement approved by the Board of Directors of the Company
at the then fair market value, (iii) capital stock, debt instruments convertible
into capital  stock or warrants or options to purchase  capital  stock issued in
connection with bona fide acquisitions, mergers, purchases, corporate partnering
agreements,  joint  ventures  or  similar  transactions,  the terms of which are
approved by the Board of Directors of the Company,  and (iv) Common Stock issued
or issuable upon conversion of the Warrants or any other securities  exercisable
or exchangeable  for, or convertible into shares of Common Stock  outstanding as
of January 5, 2005.


<PAGE>

            "Placement"  means the  private  placement  by the  Company of up to
$4,000,000  worth  of Units  consisting  of  shares  of the  Company's  Series B
Convertible Preferred Stock and Warrants, including this Warrant.

            "Redemption  Conditions" means each of the following conditions to a
redemption  of this Warrant by the Company : (i) the closing  price per share of
Common  Stock,  or the  average  of the  closing  bid and ask price per share of
Common  Stock,  if  applicable,  has been at least 200% of the Warrant  Exercise
Price   (as   adjusted   for   any   stock   splits,   combinations   or   other
recapitalizations)  for thirty (30) consecutive  trading days ending on the date
of the  Redemption  Notice  (hereinafter  defined)  (the  "Redemption  Measuring
Period"), (ii) the average daily trading volume of the Company's Common Stock as
reported on the OTC  Bulletin  Board  ("OTCBB")  or other  electronic  quotation
system or stock exchange as then listed,  averages at least 2,000,000  shares of
Common  Stock  per day for  thirty  (30)  consecutive  trading  days  prior to a
Redemption  Notice (as hereinafter  defined),  (iii) the resale of the shares of
Common  Stock  issuable  upon  exercise of this Warrant is  registered  with the
Securities and Exchange Commission (the "SEC") for resale to the public under an
effective   registration   statement  and  all  such  shares  remain  registered
thereafter  until  redemption,  and (iv) the Company's Common Stock is quoted on
the OTCBB or a similar electronic quotation system or stock exchange on the date
of the Redemption Notice.

      2. EXERCISE OF WARRANT.  This Warrant may be exercised in whole or in part
at any  time or from  time to time  from the date  hereof  until  the end of the
Exercise  Period by  presentation  and  surrender  hereof to the  Company at its
principal office, or at the office of its stock transfer agent, if any, with the
Purchase  Form annexed  hereto duly executed and  accompanied  by payment of the
Warrant  Exercise  Price for the number of shares of Common  Stock  specified in
such form. 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  hereof to purchase the balance of
the shares of Common Stock purchasable hereunder. Upon receipt by the Company of
this Warrant at its office, or by the stock transfer agent of the Company 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 of Common Stock shall not
then be actually  delivered  to the Holder.  As soon as  practicable  after each
exercise of this Warrant, in whole or in part, and in any event within seven (7)
days thereafter,  the Company at its expense (including the payment by it of any
applicable  issue taxes) will cause to be issued in the name of and delivered to
the Holder hereof or,  subject to Section 6 hereof,  as the Holder (upon payment
by the Holder of any  applicable  transfer  taxes) may direct a  certificate  or
certificates  (with  appropriate  restrictive  legends,  as applicable)  for the
number of duly authorized,  validly issued, fully paid and non-assessable shares
of Common Stock to which the Holder shall be entitled  upon  exercise  plus,  in
lieu of any  fractional  share to which the Holder would  otherwise be entitled,
all issuances of Common Stock shall be rounded up to the nearest whole share.


                                       2
<PAGE>

      3. RESERVATION OF SHARES/FRACTIONAL SHARES. The Company hereby agrees that
at all times there shall be reserved for issuance  and/or delivery upon exercise
of this  Warrant  such number of shares of Common Stock as shall be required for
issuance and delivery  upon exercise of this  Warrant.  No fractional  shares or
script representing  fractional shares shall be issued upon the exercise of this
Warrant. Instead, the Company will round up to the nearest whole share.

      4.  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  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 or at the office of its stock  transfer  agent,  if any,
with the Assignment  Form annexed  hereto duly executed and funds  sufficient to
pay any transfer tax, the Company shall,  without charge,  execute and deliver a
new Warrant in the name of the assignee  named in such  instrument of assignment
and this  Warrant  shall  promptly be  canceled.  This Warrant may be divided or
combined  with other  Warrants  which carry the same  rights  upon  presentation
hereof  at the  office of the  Company  or at the  office of its stock  transfer
agent,  if  any,  together  with a  written  notice  specifying  the  names  and
denominations  in which new  Warrants  are to be issued and signed by the Holder
hereof.  The term "Warrant" 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.  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.

      5. RIGHTS AND  OBLIGATIONS OF THE HOLDER.  The Holder shall not, by virtue
of this  Warrant,  be entitled to any rights of a  stockholder  in the  Company,
either at law or  equity,  and the  rights of the  Holder  are  limited to those
expressed in the Warrant and are not  enforceable  against the Company except to
the extent set forth herein. In addition, no provision hereof, in the absence of
affirmative  action by  Holder  to  purchase  shares  of  Common  Stock,  and no
enumeration herein of the rights or privileges of Holder hereof, shall give rise
to any liability of such Holder for the purchase price of any Common Stock or as
a stockholder of the Company,  whether such liability is asserted by the Company
or by creditors of the Company.

      6. ANTI-DILUTION  PROVISIONS.  The Warrant Exercise Price in effect at any
time and the number and kind of  securities  purchasable  upon  exercise of each
Warrant  shall be subject to  adjustment  as follows and the Company  shall give
each Holder  notice of any event  described  below which  requires an adjustment
pursuant to this Section 6 at the time of such event:


                                       3
<PAGE>

            (a) Stock Dividends,  Subdivisions and Combinations.  If at any time
the Company shall:

                  (i) take a record of the  holders of its Common  Stock for the
purpose  of  entitling  them  to  receive  a  dividend   payable  in,  or  other
distribution of, shares of Common Stock,

                  (ii) subdivide or reclassify its outstanding  shares of Common
Stock into a larger number of shares of Common Stock, or

                  (iii) combine or reclassify its  outstanding  shares of Common
Stock  into a smaller  number of shares of Common  Stock or  otherwise  effect a
reverse stock split,

then (i) the  number  of  shares of Common  Stock  for  which  this  Warrant  is
exercisable immediately after the occurrence of any such event shall be adjusted
to equal the number of shares of Common Stock which a record  holder of the same
number of  shares  of  Common  Stock  for  which  this  Warrant  is  exercisable
immediately  prior to the occurrence of such event, or the record date therefor,
whichever is earlier, would own or be entitled to receive after the happening of
such event,  and (ii) the Warrant  Exercise  Price(s) shall be adjusted to equal
(A) the Warrant Exercise Price immediately prior to such event multiplied by the
number of  shares  of  Common  Stock  for  which  this  Warrant  is  exercisable
immediately  prior to the  adjustment  divided  by (B) the  number of shares for
which this Warrant is exercisable immediately after such adjustment.

            (b) Certain Other Distributions and Adjustments.

                  (i) If at any  time the  Company  shall  take a record  of the
holders of its Common  Stock for the  purpose of  entitling  them to receive any
dividend or other distribution of:

                        (A) cash,

                        (B) any evidences of its indebtedness, any shares of its
stock or any other securities or property of any nature  whatsoever  (other than
Convertible Securities or shares of Common Stock), or

                        (C) any  warrants or other  rights to  subscribe  for or
purchase any evidences of its indebtedness, any shares of its stock or any other
securities  or  property  of  any  nature  whatsoever  (other  than  Convertible
Securities or shares of Common Stock),

then,  upon exercise of this  Warrant,  Holder shall be entitled to receive such
dividend or distribution  with respect to the amount of Common Stock received on
such exercise, and, if such dividend or distribution shall have been securities,
any property  subsequently  distributed  with respect thereto.  However,  in the
event  that at the time the  Company  has taken a record of the  holders  of its
Common Stock for the purposes  described  above: (i) the resale of the shares of
Common Stock issuable upon exercise of this Warrant is not  registered  with the
SEC for resale to the public under an effective registration statement; and (ii)
the Common  Stock  issuable  upon  exercise of this Warrant is not quoted on the
OTCBB or a similar electronic  quotation system or stock exchange,  Holder shall
be entitled to receive such dividend or  distribution as if Holder had exercised
this Warrant.


                                       4
<PAGE>

                  (ii) A  reclassification  of the Common  Stock  (other  than a
change in par  value,  or from par value to no par value or from no par value to
par value)  into  shares of Common  Stock and shares of any other class of stock
shall be deemed a distribution by the Company to the holders of its Common Stock
of such shares of such other class of stock and in such event,  upon exercise of
this Warrant, Holder shall be entitled to receive such distribution with respect
to the amount of Common Stock received on such  exercise,  and, if such dividend
or  distribution   shall  have  been  securities,   any  property   subsequently
distributed with respect thereto, and, if the outstanding shares of Common Stock
shall be changed into a larger or smaller  number of shares of Common Stock as a
part of such  reclassification,  such change  shall be deemed a  subdivision  or
combination,  as the case may be, of the  outstanding  shares  of  Common  Stock
within the meaning of Section 6(a).  However,  in the event that at the time the
Company has reclassified its Common Stock, as described above: (i) the resale of
the  shares of Common  Stock  issuable  upon  exercise  of this  Warrant  is not
registered with the SEC for resale to the public under an effective registration
statement;  and (ii) the Common Stock  issuable upon exercise of this Warrant is
not  quoted  on the  OTCBB or a  similar  electronic  quotation  system or stock
exchange,  Holder shall be entitled to receive such  distribution,  and, if such
dividend or distribution shall have been securities,  any property  subsequently
distributed with respect thereto, as if Holder had exercised this Warrant.

            (c) Issuance of Additional Shares of Common Stock.

                  (i) If, at any time prior to the  exercise of the Warrants the
Company  shall  issue  or sell any  shares  of  Common  Stock  in  exchange  for
consideration  in an amount per share of Common Stock less than the  Convertible
Preferred  Stock  Conversion  Price,  as  defined  in  the  Company's  Series  A
Convertible  Preferred Stock and Series B Convertible  Preferred  Certificate of
Designation  (the  "Discounted  Price," each such sale or issuance a "Discounted
Price  Transaction"  and the number of shares sold or issued in such  Discounted
Price Transaction the "Discounted Sale Volume"), other than Permitted Issuances,
then (A) the Warrant  Exercise Price then in effect shall be adjusted so that it
shall equal the price  determined by multiplying  the Warrant  Exercise Price in
effect  immediately  prior to such event by a fraction,  of which the  numerator
shall be the sum of the amount of Common Stock  outstanding  immediately  before
such Discounted Price  Transaction,  plus the quotient  obtained by dividing the
total  proceeds  of  such  Discounted  Price  Transaction  by  such  Convertible
Preferred Stock  Conversion  Price,  and of which the  denominator  shall be the
amount of Common Stock  outstanding  immediately  following  such  exercise (for
purposes of determining the amount of Common Stock outstanding,  all outstanding
securities  exercisable for or convertible  into Common Stock shall be deemed to
have been so  exercised  or  converted),  and (B) the number of shares of Common
Stock for which  this  Warrant is  exercisable  shall be  adjusted  to equal the
product obtained by multiplying the Warrant Exercise Price in effect immediately
prior to such  Discounted  Price  Transaction  by the number of shares of Common
Stock for which this Warrant is exercisable immediately prior to such Discounted
Price Transaction and dividing the product thereof by the Warrant Exercise Price
resulting from the adjustment made pursuant to clause (A) above.


                                       5
<PAGE>

                  (ii) The  provisions  of  paragraph  (i) of this  Section 6(c)
shall  not  apply to any  issuance  of  shares  of  Common  Stock  for  which an
adjustment  is provided  under Section 6(a) or 6(b). No adjustment of the number
of shares of Common Stock for which this Warrant shall be  exercisable  shall be
made under paragraph (i) of this Section 6(c) upon the issuance of any shares of
Common Stock which are issued  pursuant to the exercise of any warrants or other
subscription or purchase rights or pursuant to the exercise of any conversion or
exchange rights in any  Convertible  Securities,  if any such  adjustment  shall
previously  have been made upon the issuance of such warrants or other rights or
upon the issuance of such  Convertible  Securities  (or upon the issuance of any
warrant or other rights therefor) pursuant to Section 6(d) or Section 6(e).

            (d) Issuance of Warrants or Other Rights. If at any time the Company
shall:  (i) take a record of the holders of its Common  Stock for the purpose of
entitling  them to receive a  distribution  of, or (ii) in any  manner  issue or
sell,  any warrants or other  rights to subscribe  for or purchase any shares of
Common  Stock  or any  Convertible  Securities,  whether  or not the  rights  to
exchange or convert  thereunder are immediately  exercisable,  and the price per
share for which Common Stock is issuable  upon the exercise of such  warrants or
other rights or upon conversion or exchange of such Convertible Securities shall
be less than the  Warrant  Exercise  Price,  then the number of shares for which
this Warrant is exercisable and the Warrant  Exercise Price shall be adjusted as
provided  in  Section  6(c) on the basis  that the  maximum  number of shares of
Common Stock issuable pursuant to all such warrants or other rights or necessary
to effect the conversion or exchange of all such Convertible Securities shall be
deemed to have been issued and  outstanding  and the Company  shall be deemed to
have received all the consideration  payable therefor, if any, as of the date of
issuance of such warrants or other rights. No further  adjustment of the Warrant
Exercise Price(s) shall be made upon the actual issue of such Common Stock or of
such  Convertible  Securities  upon exercise of such warrants or other rights or
upon the actual  issuance of such Common Stock upon such  conversion or exchange
of such Convertible Securities.

            (e) Issuance of Convertible  Securities.  If at any time the Company
shall  take a record of the  holders  of its  Common  Stock for the  purpose  of
entitling  them to receive a  distribution  of, or shall in any manner  (whether
directly  or by  assumption  in a merger in which the  Company is the  surviving
corporation)  issue or sell,  any  Convertible  Securities,  whether  or not the
rights to exchange or convert  thereunder are immediately  exercisable,  and the
price per share for which  Common  Stock is  issuable  upon such  conversion  or
exchange  shall be less than the  Warrant  Exercise  Price,  then the  number of
shares of Common  Stock for which this  Warrant is  exercisable  and the Warrant
Exercise  Price shall be adjusted as provided in Section  6(c) on the basis that
the maximum number of shares of Common Stock  necessary to effect the conversion
or  exchange  of all such  Convertible  Securities  shall be deemed to have been
issued  and  outstanding  and  the  Company  shall  have  received  all  of  the
consideration  payable  therefor,  if any,  as of the date of  issuance  of such
Convertible  Securities.  If any issue or sale of Convertible Securities is made
upon  exercise of any warrant or other right to subscribe for or to purchase any
such  Convertible  Securities  for which  adjustments of the number of shares of
Common  Stock for which this  Warrant is  exercisable  and the Warrant  Exercise
Price  have  been  or are to be  made  pursuant  to  Section  6(d),  no  further
adjustment  of the number of shares of Common  Stock for which  this  Warrant is
exercisable  and the  Warrant  Exercise  Price  shall be made by  reason of such
record, issue or sale.


                                       6
<PAGE>

            (f) Superseding  Adjustment.  If at any time after any adjustment of
the number of shares of Common Stock for which this Warrant is  exercisable  and
the Warrant  Exercise  Price(s) shall have been made pursuant to Section 6(d) or
Section 6(e) as the result of any issuance of  warrants,  rights or  Convertible
Securities,

                  (i) such  warrants or rights,  or the right of  conversion  or
exchange  in such  other  Convertible  Securities,  shall  expire,  and all or a
portion of such warrants or rights,  or the right of conversion or exchange with
respect to all or a portion of such other  Convertible  Securities,  as the case
may be, shall not have been exercised, or

                  (ii) the  consideration  per share for which  shares of Common
Stock are  issuable  pursuant to such  warrants or rights,  or the terms of such
other Convertible Securities,  shall be increased solely by virtue of provisions
therein contained for an automatic increase in such consideration per share upon
the occurrence of a specified date or event,

then for each  outstanding  Warrant such previous  adjustment shall be rescinded
and  annulled  and the shares of Common  Stock  which  were  deemed to have been
issued by virtue of the  computation  made in connection  with the adjustment so
rescinded  and annulled  shall no longer be deemed to have been issued by virtue
of such  computation  made in  connection  with the  adjustment so rescinded and
annulled  shall no  longer  be  deemed  to have  been  issued  by virtue of such
computation.  Thereupon,  a  re-computation  shall be made of the effect of such
rights or options or other Convertible Securities on the basis of:

                        (A)  treating  the  number of shares of Common  Stock or
other property,  if any, theretofore actually issued or issuable pursuant to the
previous exercise of any such warrants or rights or any such right of conversion
or exchange, as having been issued on the date or dates of any such exercise and
for  the  consideration  actually  received  and  receivable  therefor,  and

                        (B)  treating  any such  warrants  or rights or any such
other  Convertible  Securities  which then  remain  outstanding  as having  been
granted  or  issued   immediately  after  the  time  of  such  increase  of  the
consideration  per share for which shares of Common Stock or other  property are
issuable  under  such  warrants  or  rights  or  other  convertible  Securities;
whereupon  a new  adjustment  of the number of shares of Common  Stock for which
this Warrant is  exercisable  and the Warrant  Exercise  Price(s) shall be made,
which new adjustment  shall  supersede the previous  adjustment so rescinded and
annulled.

            (g) No  adjustment in the Warrant  Exercise  Price shall be required
unless  such  adjustment  would  require an increase or decrease of at least one
cent ($0.01) in such price;  provided,  however,  that any adjustments  which by
reason of this Section 6(g) are not required to be made shall be carried forward
and taken into account in any subsequent adjustment. All calculations under this
Section 6(g) shall be made to the nearest  cent or to the nearest  one-hundredth
of a share, as the case may be.

            (h) The Company may retain a firm of independent  public accountants
of recognized standing selected by the Board (who may be the regular accountants
employed by the Company) to make any computation required by this Section 6.


                                       7
<PAGE>

            (i) In the event that at any time, as a result of an adjustment made
pursuant to Section 6(a), (b) or (c) of this Warrant,  the Holder of any 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 any 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 Sections 6(a) through (h),  inclusive,
of this Warrant.

            (j) Notwithstanding  the foregoing,  no adjustment shall be effected
due to, or as a result of, any Permitted  Issuances.

            (k) Other Action Affecting Common Stock. In case at any time or from
time to time the Company  shall take any action in respect of its Common  Stock,
other than any action described in this Section 6, then, unless such action will
not have a materially adverse effect upon the rights of the Holders,  the number
of shares of Common Stock or other stock for which this  Warrant is  exercisable
and/or the  purchase  price  thereof  shall be adjusted in such manner as may be
equitable in the circumstances.

      7. REDEMPTION.

            (a)  Redemption  Option.  Upon the  satisfaction  of the  Redemption
Conditions, the Company may, at the option of its Board of Directors at any time
following the Final Closing  redeem all (but not less than all) of the Warrants,
out of funds  legally  available  therefor  by paying the  Redemption  Price (as
hereafter defined) in cash for each Warrant then redeemed.

            (b)  Redemption  Price.  The  Redemption  Price under this Section 7
shall be $0.01 per Warrant,  subject to  adjustment  for any stock split,  stock
dividend, recapitalization, combination or adjustment after the date hereof.

            (c)  Notice.  Notice  of any  proposed  redemption  of the  Warrants
pursuant to this Section 7 shall be given by the Company by sending by certified
mail, postage prepaid, a copy of such notice (the "Redemption  Notice") at least
30 days  prior to the date on which it  proposes  to redeem  the  Warrants  (the
"Redemption  Date") to the holders of the Warrants  including  the Holder or any
subsequent  holder(s) of record of this Warrant,  at their respective  addresses
appearing on the books of the Company or given by such  holder(s) to the Company
for the purposes of notice,  or if no such address  appears or is given,  at the
principal office of the Company.  Such notice shall state the Redemption Date to
which such  notice  relates,  the number of  Warrants  to be  redeemed  from all
holders  thereof and from the Holder of this Warrant,  the Redemption  Price per
Warrant,  the record date for purposes of such  redemption and the date on which
such holders' right to exercise the Warrants will terminate, and shall call upon
the Holders to  surrender  to the Company on said  Redemption  Date at the place
designated in the notice such holder's certificate or certificates  representing
the Warrants to be redeemed unless exercised prior to such date.

            (d) Payment. On the Redemption Date, the funds legally available for
redemption of the Warrants shall be used to redeem the Warrants from the holders
thereof at the  Redemption  Price and the Company  shall be obligated to pay the
holder(s) the Redemption  Price of the Warrants to the extent they have not been
exercised as of such date.


                                       8
<PAGE>

            (e) Redemption Procedures. On or after a Redemption Date, the Holder
shall  surrender  this  Warrant  to the  Company,  or its  agent,  at the  place
designated  in the aforesaid  notice and shall  thereupon be entitled to receive
payment of the Redemption  Price therefor.  Upon payment of the Redemption Price
each surrendered Warrant shall be cancelled.

            (f)  Termination  of Rights.  Notwithstanding  that the  Warrants so
called  for  redemption  shall  not have  been  surrendered,  from and after the
Redemption  Date, all rights of the Holder of this Warrant and all other holders
of Warrants shall forthwith cease and terminate,  except for right of the Holder
to receive payment of the Redemption Price upon surrender of this Warrant.


                                       9
<PAGE>

      8. OFFICER'S CERTIFICATE.  Whenever the Warrant Exercise Price(s) shall be
adjusted as required by the provisions of Section 6 of this Warrant, the Company
shall  forthwith file in the custody of its Secretary or an Assistant  Secretary
at its principal  office and with its stock transfer agent, if any, an officer's
certificate  showing the  adjusted  Warrant  Exercise  Price(s) and the adjusted
number of shares  of  Common  Stock  issuable  upon  exercise  of each  Warrant,
determined as herein  provided,  setting  forth in  reasonable  detail the facts
requiring  such  adjustment,  including a statement of the number of  additional
shares of Common  Stock,  if any,  and such other facts as shall be necessary to
show the reason  for and the  manner of  computing  such  adjustment.  Each such
officer's certificate shall be forwarded to Holder as provided in Section 13.

      9.  NOTICES  TO  WARRANT  HOLDERS.  So  long  as  this  Warrant  shall  be
outstanding,  (1) if the Company shall pay any dividend or make any distribution
upon Common  Stock,  or (2) if the Company  shall offer to the holders of Common
Stock for  subscription  or purchase by them any share of any class or any other
rights, or (3) if any capital reorganization of the Company, reclassification of
the capital stock of the Company, consolidation or merger of the Company with or
into another entity,  tender offer  transaction for the Company's  Common Stock,
sale, lease or transfer of all or  substantially  all of the property and assets
of the Company, or voluntary or involuntary dissolution,  liquidation or winding
up of the  Company  shall  be  effected,  or (4) if  the  Company  shall  file a
registration statement under the Securities Act of 1933, as amended (the "Act"),
on any form other  than on Form S-4 or S-8 or any  successor  form,  then in any
such case, the Company shall cause to be mailed by certified mail to the Holder,
at least ten days prior to the date  specified in clauses (1),  (2), (3) or (4),
as the case may be, of this Section 9 a notice containing a brief description of
the  proposed  action and  stating the date on which (i) a record is to be taken
for  the  purpose  of such  dividend,  distribution  or  rights,  or  (ii)  such
reclassification,    reorganization,   consolidation,   merger,   tender   offer
transaction,  conveyance,  lease,  dissolution,  liquidation or winding up is to
take  place and the  date,  if any is to be fixed,  as of which the  holders  of
Common  Stock  or  other   securities  shall  receive  cash  or  other  property
deliverable upon such reclassification,  reorganization,  consolidation, merger,
conveyance,  dissolution,  liquidation or winding up, or (iii) such registration
statement is to be filed with the SEC.

      10.   RECLASSIFICATION,   REORGANIZATION   OR  MERGER.   In  case  of  any
reclassification,  capital  reorganization or other change of outstanding shares
of 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 or surviving corporation and which
does not result in any reclassification,  capital reorganization or other change
of  outstanding  shares of Common Stock of the class  issuable  upon exercise of
this  Warrant)  or  in  case  of  any  sale,  lease  or  conveyance  of  all  or
substantially  all of the  assets  of  the  Company,  the  Company  shall,  as a
condition precedent to such transaction,  cause effective  provisions to be made
so that (i) the  Holder  shall  have the right  thereafter  by  exercising  this
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 which could have been  purchased  upon exercise
of  this   Warrant   immediately   prior  to  such   reclassification,   change,
consolidation,  merger, sale or conveyance,  and (ii) the successor or acquiring
entity shall expressly assume the due and punctual observance and performance of
each  covenant and condition of this Warrant to be performed and observed by the
Company and all obligations and liabilities hereunder (including but not limited
to the provisions of Section 3 regarding the increase in the number of shares of
Warrant Shares potentially issuable hereunder). Any such provision shall include
provision for adjustments which shall be as nearly equivalent as possible to the
adjustments  provided for in this  Warrant.  The  foregoing  provisions  of this
Section  10 shall  similarly  apply  to  successive  reclassifications,  capital
reorganizations  and  changes  of  shares  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 in part, for a security
of the Company  other than Common  Stock,  any such issue shall be treated as an
issuance of Common Stock covered by the provisions of Section 6 of this Warrant.


                                       10
<PAGE>

      11.  TRANSFER TO COMPLY WITH THE SECURITIES  ACT OF 1933.  This Warrant or
the Warrant  Shares or any other  security  issued or issuable  upon exercise of
this Warrant may not be sold or otherwise disposed of except as follows:

            (i) to a person who, in the opinion of counsel for the Company, is a
person to whom this Warrant or Warrant Shares may legally be transferred without
registration and without the delivery of a current prospectus under the Act with
respect  thereto and then only against receipt of an agreement of such person to
comply  with the  provisions  of this  Section 11 with  respect to any resale or
other  disposition of such  securities  which agreement shall be satisfactory in
form and substance to the Company and its counsel; or

            (ii) to any person upon  delivery of a  prospectus  then meeting the
requirements of the Act relating to such securities and the offering thereof for
such sale or disposition.

      12.  GOVERNING  LAW;  JURISDICTION.  The  corporate  laws of the  State of
Delaware shall govern all issues  concerning the relative  rights of the Company
and  its  stockholders.  All  issues  concerning  the  construction,   validity,
enforcement  and  interpretation  of  this  Warrant  shall  be  governed  by and
construed in accordance with the internal laws of the State of Delaware  without
giving effect to the principles of conflicts of law thereof.  The parties hereto
agree that venue in any and all actions and  proceedings  related to the subject
matter of this Warrant  shall be in the state and federal  courts in and for New
York, New York, which courts shall have exclusive jurisdiction for such purpose,
and the parties hereto irrevocably submit to the exclusive  jurisdiction of such
courts  and  irrevocably  waive  the  defense  of an  inconvenient  forum to the
maintenance of any such action or proceeding.  Service of process may be made in
any manner  recognized  by such courts.  This Warrant and any term hereof may be
changed,  waived,  discharged  or  terminated  only by an  instrument in writing
signed by the party against which enforcement of the change,  waiver,  discharge
or  termination  is  sought.

      13.  NOTICES.  Any and all notices or other  communications  or deliveries
required or permitted to be provided  hereunder shall be in writing and shall be
deemed given and effective on the earliest of (i) the date of  transmission,  if
such  notice or  communication  is  delivered  via  facsimile  at the  facsimile
telephone  number  specified in this Section  prior to 6:30 p.m.  (New York City
time) on a Business Day,  (ii) the Business Day after the date of  transmission,
if such notice or  communication  is delivered  via  facsimile at the  facsimile
telephone number specified in this Agreement later than 6:30 p.m. (New York City
time) on any date and earlier than 11:59 p.m. (New York City time) on such date,
(iii) the  Business Day  following  the date of mailing,  if sent by  nationally
recognized  overnight courier service,  or (iv) upon actual receipt by the party
to whom such notice is required  to be given.  The address for such  notices and
communications shall be as follows:


                                       11
<PAGE>

     If to the Company: Othnet, Inc.
                        6100 Center Drive, Suite 900
                        Los Angeles, CA 90045
                        Attn: President
                        Tel: 310-426-8000 ; Fax: 310-426-8010

     If to the Holder:  To the Address Set Forth In the Records of the Company

     With copies to:    Maxim Group, LLC
                        405 Lexington Avenue
                        New York, N.Y. 10017
                        Facsimile No.: (212) 895-3783 Attn: Anthony Sarkis

      14.  PAYMENT OF TAXES.  The Company will pay all  documentary  stamp taxes
attributable  to the issuance of shares of Common Stock  underlying this Warrant
upon exercise of this Warrant; provided,  however, that the Company shall not be
required to pay any tax which may be payable in respect of any transfer involved
in the  registration of any  certificate  for shares of Common Stock  underlying
this Warrant in a name other that of the Holder.  The Holder is responsible  for
all other tax  liability  that may arise as a result of holding or  transferring
this Warrant or receiving  shares of Common Stock  underlying  this Warrant upon
exercise hereof.

                            [SIGNATURE PAGE FOLLOWS]


                                       12
<PAGE>

      IN WITNESS WHEREOF,  this Warrant has been duly executed as of ___________
___, 2005

                                       OTHNET, INC.

                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:


                                       13
<PAGE>

                                  PURCHASE FORM

                           Dated: _____________, 200__

      The undersigned  hereby  irrevocably elects to exercise the within Warrant
to the extent of  purchasing  ______  shares of Common  Stock and  hereby  makes
payment of $_________ in payment of the actual exercise price thereof.  Schedule
1 attached  hereto  specifies the Warrant Shares from which the shares of Common
Stock are being purchased and the Warrant Exercise Price(s) for such shares.


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

<PAGE>

                     INSTRUCTIONS FOR REGISTRATION OF STOCK

Name:
     ---------------------------------------------------------
         (Please typewrite or print in block letters)

Signature:
          ----------------------------------------------------

Social Security or Employer Identification No.:
                                               ---------------

<PAGE>

                                 ASSIGNMENT FORM

      FOR VALUE RECEIVED,  _____________________________  hereby sells,  assigns
and transfer unto:

Name:
     ---------------------------------------------------------
         (Please typewrite or print in block letters)

Signature:
          ----------------------------------------------------

Social Security or Employer Identification No.:
                                               ---------------

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.

      Dated:_______________, 200_.

                                       Signature:
                                                  ------------------------------

Signature Guaranteed:

---------------------------
</TEXT>
</DOCUMENT>
</SUBMISSION>
