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                                                                   EXHIBIT 10.26



                                  ATTACHMENT 1

        THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT
        PURPOSES ONLY AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
        1933, AS AMENDED (THE "ACT"). SUCH SECURITIES AND ANY SECURITIES OR
        SHARES ISSUED HEREUNDER MAY NOT BE SOLD OR TRANSFERRED UNLESS A
        REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH SALE OR
        TRANSFER, OR IN THE OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY, SUCH
        REGISTRATION IS UNNECESSARY, OR AN EXCEPTION THEREFROM IS AVAILABLE
        UNDER THE ACT.



                               HYPERBARIC SYSTEMS

                   WARRANT TO PURCHASE SHARES OF COMMON STOCK

                     VOID AFTER 5:00 P.M. PACIFIC COAST TIME

                                ON JUNE 30, 2000

        FOR VALUE RECEIVED, DR. LARRY MCCLEARY, (the "Warrant Holder") is
entitled to subscribe for and purchase, subject to the terms and conditions set
forth in this Warrant, Eight Hundred Thousand (800,000) shares of Common Stock
("Stock") of HYPERBARIC SYSTEMS, a California corporation (the "Company"). The
exercise price of this warrant (the "Exercise Price") and purchase price of the
Stock shall be $1.50 per share. The value of this Warrant, as of the date of its
issuance, as indicated herein, shall be One Cent ($0.01).

        1. CONDITIONS TO EXERCISE THIS WARRANT. Subject to the provisions and
upon the terms and conditions set forth in that certain Consultant Agreement and
herein, this Warrant may be exercised in whole, or in part, at any time prior to
March 31, 2000 inclusive. After April 1, 2000 inclusive, Warrant Holder may,
purchase Stock in accordance with the following schedule: (i) seventy-five
percent (75%) of the Stock otherwise purchasable hereunder at any time from
April 1, 2000 to April 30, 2000 inclusive; (ii) fifty percent (50%) of the Stock
otherwise purchasable hereunder at any time from May 1, 2000 to May 31, 2000
inclusive; (iii) twenty-five percent (25%) of the Stock otherwise purchasable
hereunder at any time from June 1, 2000 to June 30, 2000 inclusive; and (iv) the
Warrant shall expire and be void on and after 5:00 p.m., Pacific Coast Time on
June 30, 2000 (the "Warrant Termination Date"). In no event may this Warrant be
exercised after the Warrant Termination Date.

        2. METHOD OF EXERCISE; PAYMENT; ISSUANCE OF NEW WARRANT. The purchase
right represented by this Warrant may only be exercised by the registered holder
hereof, in whole or in part, by the surrender of this Warrant (with the notice
of exercise provision contained on the last page hereof duly executed) at the
principal office of the Company, and by the payment to the Company, by check,
cancellation of indebtedness, or both, of an amount equal to the Exercise Price
per share multiplied by the number of shares then being purchased. In the event
of any exercise of the rights represented by this Warrant, certificates for the
shares of Stock so purchased shall be delivered to the holder hereof as soon as
practicable. Such exercise shall be deemed to have been made immediately prior
to the close of business on the date of surrender of this Warrant.

        3. STOCK FULLY PAID; RESERVATION OF SHARES. All shares of Stock which
may be issued upon the exercise of this Warrant will, upon issuance, be duly
authorized and validly issued, and fully paid and nonassessable, and free from
all taxes, liens, and charges with respect to the issue thereof. During the
period within which the rights represented by this Warrant may be exercised, the
Company will use its best efforts to cause to be authorized, and thereafter at
all times have authorized, and reserved for the purpose of the issue upon
exercise of the purchase rights evidenced by this Warrant, a sufficient number
of shares of its Stock to provide for the exercise of the rights represented by
this Warrant.

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        4. RECLASSIFICATION OF STOCK. In the event of the reclassification of
the Stock, the Company agrees that the Warrant Holder will be entitled to the
same rights to acquire such reclassified Stock ("New Stock") as those rights
granted hereby, as the Warrant Holder shall have to purchase the Stock stated
herein. All of the terms and conditions of this Warrant shall apply equally to
the purchase or acquisition of any New Stock.

        5. FRACTIONAL SHARES. No fractional shares of Stock will be issued in
connection with any exercise hereunder, but in lieu of such fractional shares
the Company shall make a cash payment therefor equal to the product of such
fraction and the Exercise Price.

        6. COMPLIANCE WITH SECURITIES LAWS; DISPOSITION OF WARRANT AND SHARES OF
COMMON STOCK.

               (a) Compliance With Securities Laws. The holder of this Warrant,
by acceptance hereof, acknowledges that this Warrant and the shares of Stock to
be issued upon exercise hereof are being acquired for investment purposes only
and that such Holder will not offer, sell or otherwise dispose of this Warrant
or any shares of Stock to be issued upon exercise hereof except under
circumstances which will not result in a violation of the Securities Act of
1933, as amended (the "Act"), or any state securities laws. Upon exercise of
this Warrant, the holder hereof shall, if requested by the Company, confirm in
writing, in a form satisfactory to the Company, that the shares of Stock so
purchased are being acquired for investment purposes only and not with a view
toward distribution or resale. This Warrant and all shares of Stock issued upon
exercise of this Warrant shall be stamped or imprinted with a legend in
substantially the following form (in addition to any legend required by state
securities laws):

               THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR
               INVESTMENT PURPOSES ONLY AND HAVE NOT BEEN REGISTERED UNDER THE
               SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). SUCH SECURITIES
               AND ANY SECURITIES OR SHARES ISSUED HEREUNDER MAY NOT BE SOLD OR
               TRANSFERRED UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN
               EFFECT AS TO SUCH SALE OR TRANSFER, OR IN THE OPINION OF COUNSEL
               ACCEPTABLE TO THE COMPANY, SUCH REGISTRATION IS UNNECESSARY, OR
               AN EXCEPTION THEREFROM IS AVAILABLE UNDER THE ACT.

               (b) Transfer of Warrant or Shares of Stock. Each certificate
representing the shares of Stock issued hereunder shall bear a legend as to the
restrictions on transferability in order to insure compliance with applicable
securities laws unless, in the opinion of counsel for the Company, such legends
are not required. The Company may issue stop transfer instructions to its
transfer agent in connection with such restrictions.

        7. RIGHTS OF SHAREHOLDERS. This Warrant shall not entitle the Holder to
be deemed the holder of stock or any other securities of the Company which may
be issuable on the exercise hereof for any purpose, nor shall anything contained
herein be construed to confer upon the holder of this Warrant, as such, any of
the rights of a shareholder of the Company or any right to vote for the election
of directors or upon any matter submitted to shareholders at any meeting
thereof, or to give or withhold consent to any corporate action (whether upon
any recapitalization, issuance of stock, reclassification of stock,
consolidation, merger, conveyance, or otherwise) or to receive notice of
meetings, or to receive dividends or subscription rights or otherwise until the
Warrant shall have been exercised and the certificates representing the Shares
purchasable upon the exercise hereof shall have been issued, as provided herein.

        8.     CONTINUING REPURCHASE RIGHT.

               a. Continuing Repurchase Right. The Company is hereby granted the
right (the "Repurchase Right"), exercisable at any time during the period from
March 1, 2000 until September 30, 2000, to repurchase at the Exercise Price all
or (at the discretion of the Company and with the consent of the Warrant Holder)
any portion of the shares purchased pursuant to this Warrant (the "Purchased
Shares") in which the Warrant Holder

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has not acquired a vested interest in accordance with the vesting provisions of
this Section 8(c) (such shares to be hereinafter called the "Unvested Shares").
Additionally, as April 1, 2000, this Warrant shall cease to be exercisable for
any and all Unvested Shares.

               b. Exercise. The Continuing Repurchase Right shall be exercisable
by written notice delivered to the Warrant Holder. The notice shall indicate the
number of Unvested Shares to be repurchased and the date on which the repurchase
is to be effected, such date to be not more than thirty (30) days after the date
of notice. Warrant Holder shall, prior to the close of business on the date
specified for the repurchase, deliver to the Secretary of the Company the
certificates representing the Unvested Shares to be repurchased, each
certificate to be properly endorsed for transfer. The Company shall,
concurrently with the receipt of such stock certificates, pay to Warrant Holder
in cash or cash equivalent (including the cancellation of any purchase-money
indebtedness), an amount equal to the Exercise Price previously paid for the
Unvested Shares which are to be repurchased.

               c. Termination of the Repurchase Right. The Repurchase Right
shall terminate with respect to any Unvested Shares for which it is not timely
exercised under this Section 8(b). In addition, the Repurchase Right shall
terminate, and cease to be exercisable, with respect to the number of shares
calculated as follows: the product of (i) 3, and (ii) the aggregate amount of
investment received by the Company from investors first introduced to the
Company by the Warrant Holder, as of the close of business on January 15, 2000.

                                            HYPERBARIC SYSTEMS,
                                            A CALIFORNIA CORPORATION



                                        BY:
                                            ------------------------------------
                                            MR. HARRY MASUDA, PRESIDENT
                                            AND CHIEF EXECUTIVE OFFICER

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                               NOTICE OF EXERCISE


TO:     HYPERBARIC SYSTEMS

        1. The undersigned hereby elects to purchase _____________________
(________) shares of Common Stock of HYPERBARIC SYSTEMS (the "Company") pursuant
to the terms of the foregoing Warrant, and tenders herewith payment of the
purchase price for such shares in full, together with all applicable transfer
taxes, if any.

        2. Please issue a certificate or certificates representing such
securities in the name of the undersigned or in such other name as is specified
below:

                      Name:
                                    ---------------------------
                      Address:
                                    ---------------------------
                                    ---------------------------


        3. The undersigned represents that the shares of Stock set forth above
are being acquired for the account of the undersigned for investment purposes
only and not with a view to, or for resale in connection with, the distribution
thereof and that the undersigned has no present intention of distributing or
reselling such shares. In support thereof, the undersigned agrees to execute an
investment representation statement in a form reasonably requested by the
Company as a condition to the exercise herein noticed.




                              NAME:
                                      ---------------------------
                                        DR. LARRY MCCLEARY


                              ADDRESS:
                                      ---------------------------

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


                              DATE:
                                      ---------------------------