EXHIBIT 4.9

                                  UNIT WARRANT

         THIS WARRANT HAS NOT BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933
(THE "ACT) OR UNDER ANY STATE SECURITIES LAW AND MAY NOT BE SOLD, TRANSFERRED OR
ASSIGNED IN THE ABSENCE OF AN  EFFECTIVE  REGISTRATION  STATEMENT  WITH  RESPECT
THERETO  UNDER THE ACT AND ANY  APPLICABLE  STATE  SECURITIES  LAW, OR UNTIL THE
COMPANY RECEIVES AN OPINION OF COUNSEL,  SATISFACTORY TO THE COMPANY,  THAT SUCH
REGISTRATION IS NOT REQUIRED.

         GoHealth.MD.  Inc.,  a Delaware  corporation,  (the  "Company")  hereby
grants to ____________________ (the "Holder") the right, privilege and option to
purchase ____ shares of its common stock, $0.001 par value,  ("Common Stock") at
the purchase price of $2.50 per share (the "Exercise Price"),  in the manner and
subject to the conditions hereinafter provided (the "Warrant").

         1. Time of Exercise of Warrant.  This Warrant may be  exercised  during
the  period  commencing  on the date this  Warrant  is issued  and ending on the
earlier of; (i)  September 30, 2003, or (ii) the date Warrant is redeemed by the
Company pursuant to the terms of Paragraph 7, herein.

         2. Method of Exercise.  The Warrant  shall be exercised in whole at any
time or in part from time to time, by delivery of the Subscription Form attached
hereto  duly  executed  along with this  Warrant  directed to the Company at its
principal  place of business  accompanied  by a check  payable to the Company in
payment of the Exercise  Price  rounded to the nearest  $.01,  for the number of
whole shares  specified,  together  with  appropriate  endorsements  or transfer
documents  and a check for payment of any  transfer or similar tax, if required.
Upon  clearance  of the  checks,  the Company  shall make  prompt  delivery of a
certificate  evidencing  the  number of whole  shares to which the Holder may be
entitled,  and pay to the  Holder  cash in an  amount  equal to the  fair  value
(determined in such  reasonable  manner as the Board of Directors of the Company
shall determine) of any fractional share; provided that if any law or regulation
requires the Company to take any action with respect to the shares  specified in
such  notice  before the  issuance  thereof,  then the date of  delivery of such
shares shall be extended for the period  necessary to take such action.  In case
of the purchase of less than all the shares purchasable under this Warrant,  the
Company  shall cancel this Warrant upon  surrender  hereof and shall execute and
deliver a new  Warrant  of like  tenor and date for the  balance  of the  shares
purchasable  hereunder.  The  Company  agrees  at all times to  reserve  or hold
available a  sufficient  number of shares of Common Stock to cover the number of
shares  issuable upon the exercise of this and all other  Warrants of like tenor
then outstanding.

         3.  Rights  as  Stockholder.  The  Holder  shall  have  no  rights as a
stockholder of the Company with respect to any shares of Common Stock subject to
this Warrant prior to his exercise of the Warrant.

         4.  Adjustment of Purchase  Price and Number of Shares.  The number and
kind of  securities  purchasable  upon  the  exercise  of this  Warrant  and the
exercise price shall be subject to adjustment  from time to time, as provided in
Schedule A attached hereto.

         5.  Investment Representation.



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                  (a) Holder  represents and warrants to the Company that Holder
is acquiring  this Warrant and the Shares  issuable upon exercise of the Warrant
("Warrant  Shares") for Holder's own account for the purpose of  investment  and
not with a view toward resale or other distribution  thereof in violation of the
Securities   Act  of  1933.   Holder   acknowledges   that  the  effect  of  the
representations  and  warranties is that the economic risk of the  investment in
the  Warrant and  Warrant  Shares must be borne by the Holder for an  indefinite
period  of time.  This  representation  and  warranty  shall be  deemed  to be a
continuing  representation  and  warranty  and shall be in full force and effect
upon such exercise of the Warrant granted hereby.

                  (b) In  order  to  enable  the  Company  to  comply  with  the
Securities  Act of 1933 (the  "Securities  Act") and  relevant  state  law,  the
Company may require the Holder as a condition of the  exercising  of the Warrant
granted  hereunder,  to give written assurance  satisfactory to the Company that
the shares  subject to the Warrant are being  acquired for its own account,  for
investment  only,  with  no view to the  distribution  of  same,  and  that  any
subsequent  resale  of any  such  shares  either  shall  be made  pursuant  to a
registration statement under the Securities Act which shall become effective and
be current  with  regard to the shares  being  sold,  or shall be pursuant to an
exemption from  registration  under the Securities  Act. If the shares of Common
Stock  purchased  pursuant to the exercise of this Warrant are not subject to an
effective  registration  statement under the Securities Act, the  certificate(s)
evidencing  shares of Common stock purchased upon exercise of this Warrant shall
bear the following restrictive legend:

         THE SHARES  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN  REGISTERED
UNDER THE SECURITIES  ACT OF 1933 (THE "ACT") OR UNDER ANY STATE  SECURITIES LAW
AND MAY NOT BE SOLD,  TRANSFERRED  OR ASSIGNED  IN THE  ABSENCE OF AN  EFFECTIVE
REGISTRATION  STATEMENT  WITH RESPECT  THERETO UNDER THE ACT AND ANY  APPLICABLE
STATE  SECURITIES  LAW,  OR UNTIL THE  COMPANY  RECEIVES  AN OPINION OF COUNSEL,
SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED.

         6. Exercisability.   The  Warrant  shall be exercisable  only by Holder
during his lifetime or by his assigns,  heirs,  executors or administrators,  as
the case may be. Any assignment  hereof shall be in compliance  with  applicable
securities laws.

         7.  Redemption of Warrant.  If the Company  completes an initial public
offering  ("IPO") of its Common Stock,  then beginning  twelve (12) months after
the IPO, the Company may call the Warrant for redemption at $.01 for every share
of Common Stock purchasable upon exercise hereof at the time of such redemption;
provided,  that at any time prior to  expiration  upon not less than thirty (30)
days prior  written  notice if the closing  bid  quotation  of the Common  Stock
exceeds  150% of the price per share of Common Stock as set forth in the IPO for
each of the 10 consecutive  trading days during a period ending on the third day
prior to the date on which notice of redemption is given.  On and after the date
of redemption  the Holder shall have only the right to receive $.01 per share of
Common Stock purchasable upon exercise hereof at the time of such redemption.

         8. Loss,  Destruction,  etc.  of  Warrant.  Upon  receipt  of  evidence
satisfactory to the Company,  of the loss,  theft,  destruction or mutilation of
this Warrant, and of indemnity reasonably  satisfactory to the Company, if lost,
stolen,  or destroyed,  and upon  reimbursement to the Company of all reasonable
expenses  incidental  thereto,  and  upon  surrender  and  cancellation  of this
Warrant,  if mutilated,  the Company shall execute,  and deliver to the Holder a
new Warrant of like date, tenor and denomination.

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         9.  Governing Law. This Warrant and any dispute, disagreement, or issue
of construction or  interpretation  arising  hereunder  whether  relating to its
execution, its validity, the obligations provided herein or performance shall be
governed or interpreted according to the laws of the State of Delaware.

         10.  Issuance  of Shares.  The  Company  covenants  and agrees that all
shares of Common Stock which may be delivered  upon the exercise of this Warrant
will, upon delivery, be duly paid and non- assessable and shall be free from all
taxes, liens and charges with respect to the purchase thereof hereunder.

         IN WITNESS  WHEREOF,  the parties hereto have caused this Warrant to be
executed on the 1st day of October, 1999.

                                                  GoHealth.MD, Inc.

                                                  /s/ Leonard F. Vernon
                                                  ---------------------------
                                                  Leonard F. Vernon, President


                  (Seal)

ATTEST

/s/ William D. Hanna

-------------------------------
Secretary or Assistant Secretary

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                                   SCHEDULE A

Adjustment of Purchase Price and Number of Shares

         1.  Adjustment.  The number and kind of securities purchasable upon the
exercise of this Warrant and the exercise  price shall be subject to  adjustment
from time to time upon the happening of certain events as follows:

                  (a)  Reclassification,  Consolidation  or Merger.  At any time
while  this  Warrant  remains  outstanding  and  unexpired,  in  case of (i) any
reclassification  or change of outstanding  securities issuable upon exercise of
this  Warrant  (other  than a change in par  value,  or from par value to no par
value per share, or from no par value per share to par value or as a result of a
subdivision or combination of outstanding  securities issuable upon the exercise
of this Warrant),  (ii) any  consolidation or merger of the Company with or into
another  corporation (other than a merger with another  corporation in which the
Company  is  a  continuing   corporation  and  which  does  not  result  in  any
reclassification or change,  other than a change in par value, or from par value
to no par value per share,  or from no par value per share to par value, or as a
result of a subdivision or combination of outstanding  securities  issuable upon
the  exercise  of this  Warrant),  or (iii)  any  sale or  transfer  to  another
corporation of the property of the Company as an entirety or substantially as an
entirety, the Company, or such successor or purchasing corporation,  as the case
may be, shall without payment of any additional consideration therefor,  execute
a new Warrant  providing that the holder of this Warrant shall have the right to
exercise  such new  Warrant  (upon terms not less  favorable  to the holder than
those then  applicable  to this Warrant) and to receive upon such  exercise,  in
lieu of each share of Common Stock  theretofore  issuable  upon exercise of this
Warrant,  the kind and  amount of shares of stock,  other  securities,  money or
property receivable upon such reclassification,  change, consolidation,  merger,
sale or transfer.  Such new Warrant shall provide for adjustments which shall be
as nearly  equivalent as may be practicable to the  adjustments  provided for in
this  Section 1 of  Schedule A. The  provisions  of this  subsection  1(a) shall
similarly  apply  to  successive  reclassifications,   changes,  consolidations,
mergers, sales and transfers.

                  (b)  Subdivision or  Combination of Shares.  If the Company at
any time while this Warrant remains  outstanding and unexpired,  shall subdivide
or  combine  its Common  Stock,  the  Exercise  Price  shall be  proportionately
reduced, in case of subdivision of such shares, as of the effective date of such
subdivision,  or, if the  Company  shall  take a record of holders of its Common
Stock for the purpose of so  subdividing,  as of such record date,  whichever is
earlier,  or shall be proportionately  increased,  in the case of combination of
such shares,  as of the effective date of such  combination,  or, if the Company
shall  take a record  of  holders  of its  Common  Stock for the  purpose  of so
combining, as of such record date, whichever is earlier.

                  (c) Stock  Dividends.  If the  Company  at any time while this
Option is outstanding  and unexpired  shall pay a dividend in shares of, or make
other distribution of shares of, its Common Stock, then the Exercise Price shall
be  adjusted,  as of the date the Company  shall take a record of the holders of
its  Capital  Stock  for  the  purpose  of  receiving  such  dividend  or  other
distribution  (or if no such record is taken,  as at the date of such payment or
other distribution),  to that price determined by multiplying the exercise price
in effect  immediately prior to such payment or other distribution by a fraction
(a) the  numerator  of which shall be the total number of shares of Common Stock
outstanding  immediately  prior to such  dividend or  distribution,  and (b) the
denominator  of which  shall be the total  number  of  shares  of  Common  Stock
outstanding  immediately after such dividend or distribution.  The provisions of
this

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subsection  1(c)  shall not apply  under any of the  circumstances  for which an
adjustment is provided in subsection 1(a) or 1(b).

                  (d)  Liquidating  Dividends,  Etc.  If the Company at any time
while this Warrant is  outstanding  and unexpired  makes a  distribution  of its
assets to the holders of its Common Stock as a dividend in liquidation or by way
of return of  capital or other than as a dividend  payable  out of  earnings  or
surplus legally available for dividends under applicable law or any distribution
to such holders made in respect of the sale of all or  substantially  all of the
Company's  assets  (other  than  under  the  circumstances  provided  for in the
foregoing  subsections  (a) through  (c)),  the holder of this  Option  shall be
entitled  to receive  upon the  exercise  hereof,  in  addition to the shares of
Common  Stock  receivable  upon  such  exercise,  and  without  payment  of  any
consideration  other  than the  exercise  price,  an amount in cash equal to the
value of such distribution per share of Common Stock multiplied by the number of
shares of Common  Stock  which,  on the record date for such  distribution,  are
issuable upon exercise of this Warrant  (with no further  adjustment  being made
following any event which causes a subsequent adjustment in the number of shares
of Common Stock issuable upon the exercise hereof), and an appropriate provision
therefor  should  be  made a part  of any  such  distribution.  The  value  of a
distribution  which is paid in other than cash shall be determined in good faith
by the Board of Directors.

         2. Notice of  Adjustments.  Whenever any of the  exercise  price or the
number of shares of Common Stock  purchasable under the terms of this Warrant at
that exercise price shall be adjusted pursuant to Section 1 hereof,  the Company
shall  promptly make a certificate  signed by its President or a Vice  President
and by its  Treasurer  or  Assistant  Treasurer  or its  Secretary  or Assistant
Secretary,   setting  forth  in  reasonable   detail  the  event  requiring  the
adjustment,  the amount of the  adjustment,  the method by which such adjustment
was  calculated  (including a  description  of the basis on which the  Company's
Board of Directors made any determination hereunder), and the exercise price and
number of shares of Common Stock purchasable at that exercise price after giving
effect to such  adjustment,  and shall promptly cause copies of such certificate
to be mailed (by first class and postage  prepaid ) to the registered  holder of
this Warrant.

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                                                   SUBSCRIPTION

         The undersigned, ______________________,  pursuant to the provisions of
the  foregoing  Warrant,   hereby  agrees  to  subscribe  for  the  purchase  of
______________  shares of Common  Stock of  GoHealth.  MD, Inc.  covered by said
Warrant,  and makes payment  therefor in full at the price per share provided by
said Warrant.


Dated:_____________                                  Signature:_________________

                                                     Address:__________________
                                                               ----------------

ASSIGNMENT

         FOR VALUE RECEIVED  ______________  hereby sells, assigns and transfers
unto ____ ____________ the foregoing  Warrant and all rights evidenced  thereby,
and  does   irrevocably   constitute  and  appoint   __________________________,
attorney, to transfer said Warrant on the books of GoHealth.MD, Inc.


Dated:______________                                 Signature:_________________
                                                     Address:___________________
                                                               -----------------

PARTIAL ASSIGNMENT

         FOR VALUE RECEIVED  _____________________  hereby assigns and transfers
unto _________________ the right to purchase  _________shares of Common Stock of
GoHealth.MD,  Inc. by the foregoing  Warrant,  and a proportionate  Part of said
Warrant and the rights evidenced  hereby,  and does  irrevocably  constitute and
appoint  __________________,  attorney, to transfer that part of said Warrant on
the books of GoHealth.MD, Inc.

Dated:______________                                 Signature:_________________

                                                     Address:__________________
                                                               -----------------





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