Exhibit
      10.5




**THIS
      WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY OTHER
      SECURITIES LAWS, HAVE BEEN TAKEN FOR INVESTMENT, AND MAY NOT BE SOLD OR
      TRANSFERRED OR OFFERED FOR SALE OR TRANSFER UNLESS A REGISTRATION STATEMENT
      UNDER THE SECURITIES ACT AND OTHER APPLICABLE SECURITIES LAWS WITH RESPECT
      TO
      SUCH SECURITIES IS THEN IN EFFECT, OR IN THE OPINION OF COUNSEL (WHICH OPINION
      IS REASONABLY SATISFACTORY TO THE ISSUER OF THESE SECURITIES), SUCH REGISTRATION
      UNDER THE SECURITIES ACT AND OTHER APPLICABLE SECURITIES LAWS IS NOT
      REQUIRED.**




Date:
                April 17, 2008
            
            Warrant
                to Purchase
              ***3,000,000***
              Shares







GENMED
      HOLDING CORP.




(Incorporated
      under the laws of the State of Nevada)




WARRANT
      FOR THE PURCHASE OF SHARES OF




COMMON
      STOCK


Warrant
      Price: $0.10 per share, subject to adjustment as provided below.




THIS
      IS
      TO CERTIFY that, for value received, Willem Blijlevens and its assigns
      (collectively, the “Holder”), is entitled to purchase, subject to the terms and
      conditions hereinafter set forth, up to ***3,000,000*** shares of the common
      stock, par value $0.001 per share (“Common Stock”), of GenMed Holding Corp., a
      Nevada corporation (the “Company”), and to receive certificate(s) for the Common
      Stock so purchased.




1.  **Exercise
      Period and Vesting** .
      The
      exercise period is the period beginning on the date of this Warrant (the
“Issuance Date”) and ending at 5:00 p.m., Pacific Standard Time, seven years
      from the Issuance Date (the “Exercise Period”). This Warrant is vested in full
      as of the Issuance Date and is immediately exercisable by Holder. This Warrant
      will terminate automatically and immediately upon the expiration of the Exercise
      Period. The Issuance Date is April 17, 2008.




2.  **Exercise
      of Warrant; Cashless Exercise** .
      This
      Warrant may be exercised, in whole or in part, at any time and from time to
      time
      during the Exercise Period. Such exercise shall be accomplished by tender to
      the
      Company of the purchase price set forth above as the warrant price (the “Warrant
      Price”), either (a) in cash, by wire transfer or by certified check or bank
      cashier’s check, payable to the order of the Company, or (b) by surrendering
      such number of shares of Common Stock received upon exercise of this Warrant
      with a current market price equal to the Warrant Price (a “Cashless Exercise”),
      together with presentation and surrender to the Company of this Warrant with
      an
      executed subscription in substantially the form attached hereto as Exhibit
      A (the
“Subscription”). Upon receipt of the foregoing, the Company will deliver to the
      Holder, as promptly as possible, a certificate or certificates representing
      the
      shares of Common Stock so purchased, registered in the name of the Holder or
      its
      transferee (as permitted under Section 3 below). With respect to any exercise
      of
      this Warrant, the Holder will for all purposes be deemed to have become the
      holder of record of the number of shares of Common Stock purchased hereunder
      on
      the date this Warrant, a properly executed Subscription and payment of the
      Warrant Price is received by the Company (the “Exercise Date”), irrespective of
      the date of delivery of the certificate evidencing such shares, except that,
      if
      the date of such receipt is a date on which the stock transfer books of the
      Company are closed, such person will be deemed to have become the holder of
      such
      shares at the close of business on the next succeeding date on which the stock
      transfer books are open. Fractional shares of Common Stock will not be issued
      upon the exercise of this Warrant. In lieu of any fractional shares that would
      have been issued but for the immediately preceding sentence, the Holder will
      be
      entitled to receive cash equal to the current market price of such fraction
      of a
      share of Common Stock on the trading day immediately preceding the Exercise
      Date. In the event this Warrant is exercised in part, the Company shall issue
      a
      new Warrant to the Holder covering the aggregate number of shares of Common
      Stock as to which this Warrant remains exercisable for.




1


If
      the
      Holder elects to conduct a Cashless Exercise, the Company shall cause to be
      delivered to the Holder a certificate or certificates representing the number
      of
      shares of Common Stock computed using the following formula:




X
                =
                Y(A-B)
              A
              
              Where:
              X=the
                number of shares of Common Stock to be issued to Holder;
              
              Y=the
                portion of the Warrant (in number of shares of CommonStock)
                being exercised by Holder (at the date of suchcalculation);
              
              A=the
                fair market value of one share of Common Stock on theExercise
                Date (as calculated below); and
              
              B=Warrant
                Price (as adjusted to the date of such
                calculation).




For
      purposes of the foregoing calculation, “fair market value of one share of Common
      Stock on the Exercise Date” shall mean: (i) if the principal trading market for
      such securities is a national or regional securities exchange, the closing
      price
      on such exchange for the day immediately prior to such Exercise Date; (ii)
      if
      sales prices for shares of Common Stock are reported by the Nasdaq National
      Market System or Nasdaq Small Cap Market (or a similar system then in use),
      the
      last reported sales price for the day immediately prior to such Exercise Date;
      or (iii) if neither (i) nor (ii) above are applicable, and if bid and ask prices
      for shares of Common Stock are reported in the over-the-counter market by Nasdaq
      (or, if not so reported, by the National Quotation Bureau), the average of
      the
      high bid and low ask prices so reported for the ten (10) trading days
      immediately prior to such Exercise Date. Additionally, in the case of (i) or
      (ii) above, at the sole and exclusive election of the Holder, in any of the
      foregoing calculations of the “fair market value of one share of Common Stock on
      the Exercise Date”, the Holder may elect to use either: (a) the closing price or
      last reported sales price, as the case may be, for the day immediately prior
      to
      the exercise date, OR (b) the arithmetic mean average of the closing prices
      or
      last reported sales prices, as the case may be, over the last ten (10) business
      days. The Holder’s election shall be used in calculating “the fair market value
      of one share of Common Stock on the Exercise Date” in the above calculation.
      Notwithstanding (i), (ii), and (iii) above, if there is no reported closing
      price, last reported sales price, or bid and ask prices, as the case may be,
      for
      the period in question, then the current market price shall be determined as
      of
      the latest ten (10) day period prior to such day for which such closing price,
      last reported sales price, or bid and ask prices, as the case may be, are
      available, unless such securities have not been traded on an exchange or in
      the
      over-the-counter market for 30 or more days immediately prior to the day in
      question, in which case the current market price shall be determined in good
      faith by, and reflected in a formal resolution of, the Board of Directors of
      the
      Company. The Company acknowledges and agrees that this Warrant was issued on
      the
      Issuance Date.




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3.  **Transferability
      and Exchange** .




(a)  This
      Warrant, and the Common Stock issuable upon the exercise hereof, may not be
      sold, transferred, pledged or hypothecated unless the Company shall have been
      provided with an opinion of counsel, or other evidence reasonably satisfactory
      to it, that such transfer is not in violation of the Securities Act, and any
      applicable state securities laws. Subject to the satisfaction of the aforesaid
      condition, this Warrant and the underlying shares of Common Stock shall be
      transferable from time to time by the Holder upon written notice to the Company.
      If this Warrant is transferred, in whole or in part, the Company shall, upon
      surrender of this Warrant to the Company, deliver to each transferee a Warrant
      evidencing the rights of such transferee to purchase the number of shares of
      Common Stock that such transferee is entitled to purchase pursuant to such
      transfer. The Company may place a legend similar to the legend at the top of
      this Warrant on any replacement Warrant and on each certificate representing
      shares issuable upon exercise of this Warrant or any replacement Warrants.
      Only
      a registered Holder may enforce the provisions of this Warrant against the
      Company. A transferee of the original registered Holder becomes a registered
      Holder only upon delivery to the Company of the original Warrant and an original
      Assignment, substantially in the form set forth in Exhibit
      B attached
      hereto.




(b)  This
      Warrant is exchangeable upon its surrender by the Holder to the Company for
      new
      Warrants of like tenor and date representing in the aggregate the right to
      purchase the number of shares purchasable hereunder, each of such new Warrants
      to represent the right to purchase such number of shares as may be designated
      by
      the Holder at the time of such surrender.




4.  **Adjustments
      to Warrant Price and Number of Shares Subject to Warrant** .
      The
      Warrant Price and the number of shares of Common Stock purchasable upon the
      exercise of this Warrant are subject to adjustment from time to time upon the
      occurrence of any of the events specified in this Section 4. For the purpose
      of
      this Section 4, “Common Stock” means shares now or hereafter authorized of any
      class of common stock of the Company and any other stock of the Company, however
      designated, that has the right to participate in any distribution of the assets
      or earnings of the Company without limit as to per share amount (excluding,
      and
      subject to any prior rights of, any class or series of preferred
      stock).




3


(a)  In
      case
      the Company shall (i) pay a dividend or make a distribution in shares of Common
      Stock or other securities, (ii) subdivide its outstanding shares of Common
      Stock
      into a greater number of shares, (iii) combine its outstanding shares of Common
      Stock into a smaller number of shares, or (iv) issue by reclassification of
      its
      shares of Common Stock other securities of the Company, then the Warrant Price
      in effect at the time of the record date for such dividend or on the effective
      date of such subdivision, combination or reclassification, and/or the number
      and
      kind of securities issuable on such date, shall be proportionately adjusted
      so
      that the Holder of any Warrant thereafter exercised shall be entitled to receive
      the aggregate number and kind of shares of Common Stock (or such other
      securities other than Common Stock) of the Company, at the same aggregate
      Warrant Price, that, if such Warrant had been exercised immediately prior to
      such date, the Holder would have owned upon such exercise and been entitled
      to
      receive by virtue of such dividend, distribution, subdivision, combination
      or
      reclassification. Such adjustment shall be made successively whenever any event
      listed above shall occur.




(b)  In
      case
      the Company shall fix a record date for the making of a distribution to all
      holders of Common Stock (including any such distribution made in connection
      with
      a consolidation or merger in which the Company is the surviving corporation)
      of
      cash, evidences of indebtedness or assets, or subscription rights or warrants,
      the Warrant Price to be in effect after such record date shall be determined
      by
      multiplying the Warrant Price in effect immediately prior to such record date
      by
      a fraction, the numerator of which shall be the current market price per share
      of Common Stock on such record date, less the amount of cash so to be
      distributed (or the fair market value (as determined in good faith by, and
      reflected in a formal resolution of, the Board of Directors of the Company)
      of
      the portion of the assets or evidences of indebtedness so to be distributed,
      or
      of such subscription rights or warrants, applicable to one share of Common
      Stock, and the denominator of which shall be such current market price per
      share
      of Common Stock. Such adjustment shall be made successively whenever such a
      record date is fixed; and in the event that such distribution is not so made,
      the Warrant Price shall again be adjusted to be the Warrant Price which would
      then be in effect if such record date had not been fixed.




(c)  For
      the
      purpose of any computation under any subsection of this Section 4, the “current
      market price” per share of Common Stock on any date shall be the per share price
      of the Common Stock on the trading day immediately prior to the event requiring
      an adjustment hereunder and shall be: (i) if the principal trading market for
      such securities is a national or regional securities exchange, the closing
      price
      on such exchange on such day; or (ii) if sales prices for shares of Common Stock
      are reported by the Nasdaq National Market System or Small Cap Market System
      (or
      a similar system then in use), the last reported sales price so reported on
      such
      day; or (iii) if neither (i) nor (ii) above are applicable, and if bid and
      ask
      prices for shares of Common Stock are reported in the over-the-counter market
      by
      Nasdaq (or, if not so reported, by the National Quotation Bureau), the average
      of the high bid and low ask prices so reported on such day. Notwithstanding
      the
      foregoing, if there is no reported closing price, last reported sales price,
      or
      bid and ask prices, as the case may be, for the day in question, then the
      current market price shall be determined as of the latest date prior to such
      day
      for which such closing price, last reported sales price, or bid and ask prices,
      as the case may be, are available, unless such securities have not been traded
      on an exchange or in the over-the-counter market for 30 or more days immediately
      prior to the day in question, in which case the current market price shall
      be
      determined in good faith by, and reflected in a formal resolution of, the Board
      of Directors of the Company.




4


(d)  Notwithstanding
      any provision herein to the contrary, no adjustment in the Warrant Price shall
      be required unless such adjustment would require an increase or decrease of
      at
      least 1% in the Warrant Price; provided, however, that any adjustments which
      by
      reason of this subsection (d) are not required to be made shall be carried
      forward and taken into account in any subsequent adjustment. All calculations
      under this Section 4 shall be made to the nearest cent or the nearest
      one-hundredth of a share, as the case may be.




(e)  In
      the
      event that at any time, as a result of an adjustment made pursuant to subsection
      (a) above, the Holder of any Warrant thereafter exercised shall become entitled
      to receive any shares of capital stock of the Company other than shares of
      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 shares of Common Stock contained in this Section 4, and the
      other
      provisions of this Warrant shall apply on like terms to any such other
      shares.




(f)  If
      the
      Company merges or consolidates into or with another corporation or entity,
      or if
      another corporation or entity merges into or with the Company (excluding such
      a
      merger in which the Company is the surviving or continuing corporation and
      which
      does not result in any reclassification, conversion, exchange, or cancellation
      of the outstanding shares of Common Stock), or if all or substantially all
      of
      the assets or business of the Company are sold or transferred to another
      corporation, entity, or person, then, as a condition to such consolidation,
      merger, or sale (a “Transaction”), lawful and adequate provision shall be made
      whereby the Holder shall have the right from and after the Transaction to
      receive, upon exercise of this Warrant and upon the terms and conditions
      specified herein and in lieu of the shares of the Common Stock that would have
      been issuable if this Warrant had been exercised immediately before the
      Transaction, such shares of stock, securities, or assets as the Holder would
      have owned immediately after the Transaction if the Holder had exercised this
      Warrant immediately before the effective date of the Transaction.




5.  **Registration
      Rights** .
      The
      Company hereby grants to Holder, with respect to the shares of Common Stock
      underlying this Warrant, the Company shall include such shares on any
      registration statement it files after the date hereof, except any registration
      statement on Form S-8 or any similar form; it being specifically agreed and
      understood that the shares of Common Stock underlying this Warrant will be
      included in any registration statement filed by the Company which includes
      shares of Common Stock, or shares of Common Stock underlying any securities.




5


6.  **Reservation
      of Shares** .
      The
      Company agrees at all times to reserve and hold available out of its authorized
      but unissued shares of Common Stock the number of shares of Common Stock
      issuable upon the full exercise of this Warrant. The Company further covenants
      and agrees that all shares of Common Stock that may be delivered upon the
      exercise of this Warrant will, upon delivery, be fully paid and nonassessable
      and free from all taxes, liens and charges with respect to the purchase thereof
      hereunder.




7.  **Notices
      to Holder** .
      Upon
      any adjustment of the Warrant Price (or number of shares of Common Stock
      purchasable upon the exercise of this Warrant) pursuant to Section 4, the
      Company shall promptly thereafter cause to be given to the Holder written notice
      of such adjustment. Such notice shall include the Warrant Price (and/or the
      number of shares of Common Stock purchasable upon the exercise of this Warrant)
      after such adjustment, and shall set forth in reasonable detail the Company’s
      method of calculation and the facts upon which such calculations were based.
      Where appropriate, such notice shall be given in advance and included as a
      part
      of any notice required to be given under the other provisions of this Section
      7.




In
      the
      event of (a) any fixing by the Company of a record date with respect to the
      holders of any class of securities of the Company for the purpose of determining
      which of such holders are entitled to dividends or other distributions, or
      any
      rights to subscribe for, purchase or otherwise acquire any shares of capital
      stock of any class or any other securities or property, or to receive any other
      right, (b) any capital reorganization of the Company, or reclassification or
      recapitalization of the capital stock of the Company or any transfer of all
      or
      substantially all of the assets or business of the Company to, or consolidation
      or merger of the Company with or into, any other entity or person, or (c) any
      voluntary or involuntary dissolution or winding up of the Company, then and
      in
      each such event the Company will give the Holder a written notice specifying,
      as
      the case may be (i) the record date for the purpose of such dividend,
      distribution, or right, and stating the amount and character of such dividend,
      distribution, or right; or (ii) the date on which any such reorganization,
      reclassification, recapitalization, transfer, consolidation, merger, conveyance,
      dissolution, liquidation, or winding up is to take place and the time, if any
      is
      to be fixed, as of which the holders of record of Common Stock (or such capital
      stock or securities receivable upon the exercise of this Warrant) shall be
      entitled to exchange their shares of Common Stock (or such other stock
      securities) for securities or other property deliverable upon such event. Any
      such notice shall be given at least 10 days prior to the earliest date therein
      specified.




8.  **No
      Rights as a Stockholder** .
      This
      Warrant does not entitle the Holder to any voting rights or other rights as
      a
      stockholder of the Company, nor to any other rights whatsoever except the rights
      herein set forth.




9.  **Additional
      Covenants of the Company** .
      For so
      long as the Common Stock is listed for trading on any regional or national
      securities exchange or Nasdaq (National Market or Small Cap System), the Company
      shall, upon issuance of any shares for which this Warrant is exercisable, at
      its
      expense, promptly obtain and maintain the listing of such shares. The Company
      shall also comply with the reporting requirements of Sections 13 and 15(d)
      of
      the Exchange Act for so long as and to the extent that such requirements apply
      to the Company.




6


The
      Company shall not, by amendment of its Articles of Incorporation or through
      any
      reorganization, transfer of assets, consolidation, merger, dissolution, issue
      or
      sale of securities, or any other voluntary action, avoid or seek to avoid the
      observance or performance of any of the terms of this Warrant. Without limiting
      the generality of the foregoing, the Company (a) will at all times reserve
      and
      keep available, solely for issuance and delivery upon exercise of this Warrant,
      shares of Common Stock issuable from time to time upon exercise of this Warrant,
      (b) will not increase the par value of any shares of capital stock receivable
      upon exercise of this Warrant above the amount payable therefor upon such
      exercise, and (c) will take all such actions as may be necessary or appropriate
      in order that the Company may validly and legally issue fully paid and
      nonassessable stock.




10.  **Successors
      and Assigns** .
      This
      Agreement shall be binding upon and inure to the benefit of the Company, the
      Holder and their respective successors and permitted assigns.




11.  **Notices** .
      The
      Company agrees to maintain a ledger of the ownership of this Warrant (the
“Ledger”). Any notice hereunder shall be given by registered or certified mail
      if to the Company, at its principal executive office and, if to the Holder,
      to
      its address shown in the Ledger of the Company; provided, however, that the
      Holder may at any time on three (3) days written notice to the Company designate
      or substitute another address where notice is to be given. Notice shall be
      deemed given and received after a certified or registered letter, properly
      addressed with postage prepaid, is deposited in the U.S. mail.




12.  **Severability** .
      Every
      provision of this Warrant is intended to be severable. If any term or provision
      hereof is illegal or invalid for any reason whatsoever, such illegality or
      invalidity shall not affect the remainder of this Warrant.




13.  **Governing
      Law** .
      This
      Warrant shall be governed by and construed in accordance with the laws of the
      State of Texas without giving effect to the principles of choice of laws
      thereof.




14.  **Attorneys’
      Fees** .
      In any
      action or proceeding brought to enforce any provision of this Warrant, the
      prevailing party shall be entitled to recover reasonable attorneys’ fees in
      addition to its costs and expenses and any other available remedy.




15.  **Entire
      Agreement** .
      This
      Warrant (including the Exhibits attached hereto) constitutes the entire
      understanding between the Company and the Holder with respect to the subject
      matter hereof, and supersedes all prior negotiations, discussions, agreements
      and understandings relating to such subject matter.




IN
      WITNESS WHEREOF, the Company has caused this Warrant to be executed by its
      duly
      authorized officer as of the date first set forth above.




GENMED
                HOLDING CORP.By:Title:




7


**Exhibit
      A**




SUBSCRIPTION
      FORM




(To
      be
      Executed by the Holder to Exercise the Rights To Purchase Common Stock Evidenced
      by the Within Warrant)




The
      undersigned hereby irrevocably subscribes for _______ shares (the “Stock”) of
      the Common Stock of GenMed Holding Corp. (the “Company”) pursuant to and in
      accordance with the terms and conditions of the attached Warrant (the
“Warrant”), and hereby makes payment of $_______ therefor by [tendering cash,
      wire transferring or delivering a certified check or bank cashier’s check,
      payable to the order of the Company] [surrendering _______ shares of Common
      Stock received upon exercise of the Warrant, which shares have a current market
      price equal to such payment as required in Section 2 of the Warrant]. The
      undersigned requests that a certificate for the Stock be issued in the name
      of
      the undersigned and be delivered to the undersigned at the address stated below.
      If the Stock is not all of the shares purchasable pursuant to the Warrant,
      the
      undersigned requests that a new Warrant of like tenor for the balance of the
      remaining shares purchasable thereunder be delivered to the undersigned at
      the
      address stated below.




In
      connection with the issuance of the Stock, I hereby represent to the Company
      that I am acquiring the Stock for my own account for investment and not with
      a
      view to, or for resale in connection with, a distribution of the shares within
      the meaning of the Securities Act of 1933, as amended (the “Securities Act”).




I
      understand that because the Stock has not been registered under the Securities
      Act, I must hold such Stock indefinitely unless the Stock is subsequently
      registered and qualified under the Securities Act or is exempt from such
      registration and qualification. I shall make no transfer or disposition of
      the
      Stock unless (a) such transfer or disposition can be made without registration
      under the Securities Act by reason of a specific exemption from such
      registration and such qualification, or (b) a registration statement has been
      filed pursuant to the Securities Act and has been declared effective with
      respect to such disposition. I agree that each certificate representing the
      Stock delivered to me shall bear substantially the same as set forth on the
      front page of the Warrant.




I
      agree
      that each certificate representing the Stock delivered to me shall bear
      substantially the same legend as set forth on the front page of the
      Warrant.




I
      further
      agree that the Company may place stop orders on the certificates evidencing
      the
      Stock with the transfer agent, if any, to the same effect as the above legend.
      The legend and stop transfer notice referred to above shall be removed only
      upon
      my furnishing to the Company of an opinion of counsel (reasonably satisfactory
      to the Company) to the effect that such legend may be removed.






Date:
            
            
            Signed:Address:




A-1


**Exhibit
      B**




ASSIGNMENT




(To
      be
      Executed by the Holder to Effect Transfer of the Attached Warrant)




For
      Value
      Received __________________________ hereby sells, assigns and transfers to
      _________________________ the Warrant attached hereto and the rights represented
      thereby to purchase _________ shares of Common Stock in accordance with the
      terms and conditions hereof, and does hereby irrevocably constitute and appoint
      _________________________ as attorney to transfer such Warrant on the books
      of
      the Company with full power of substitution.




Dated:
            
            
            Signed:




Please
                print or typewrite
              name
                and address of
              assignee:
            
            
            Please
                insert Social Security
              or
                other Tax Identification
              Number
                of Assignee:





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