THE SECURITIES  REPRESENTED  HEREBY (THE  "SECURITIES") HAVE NOT BEEN REGISTERED
UNDER THE  SECURITIES  ACT OF 1933, AS AMENDED (THE  "SECURITIES  ACT"),  OR THE
SECURITIES  LAWS OF ANY  STATE  AND MAY NOT BE SOLD OR  OFFERED  FOR SALE IN THE
ABSENCE OF AN EFFECTIVE  REGISTRATION STATEMENT FOR THE SECURITIES OR AN OPINION
OF  COUNSEL  OR  OTHER  EVIDENCE   ACCEPTABLE  TO  THE  CORPORATION   THAT  SUCH
REGISTRATION IS NOT REQUIRED.


                         COMMON STOCK PURCHASE WARRANT


                               SWISS MEDICA, INC.


                           EXPIRES FEBRUARY 18, 2006


No.:  W-F04-1                                Number of Shares:  __________
Date of Issuance:  February 18, 2004


            1.  Issuance.  For good and valuable  consideration,  the receipt of
which is hereby acknowledged by Swiss Medica,  Inc., a Delaware corporation (the
"Company"),  ___________________  or its  registered  assigns (the  "Holder") is
hereby  granted the right to purchase at any time until 5:00 P.M., New York City
time, on ____________ (the "Expiration Date"), ______________ (_________) shares
of the Company's common stock, par value $.001 per share (the "Common Stock") at
an exercise  price (the  "Exercise  Price") equal to $0.25 cents per share.  The
Exercise Price shall be subject to further  adjustment as set forth in Section 6
hereof.

            2. Exercise of Warrants.  This Warrant is exercisable in whole or in
part at the Exercise Price per share of Common Stock payable hereunder,  payable
in cash or by certified or official bank check.  Upon  surrender of this Warrant
Certificate  with the annexed  Notice of Exercise Form duly  executed,  together
with payment of the Exercise Price for the shares of Common Stock purchased, the
Holder shall be entitled to receive a certificate or certificates for the shares
of Common Stock so purchased.

            3.  Reservation  of Shares.  The Company  hereby  agrees that at all
times during the term of this Warrant  there shall be reserved for issuance upon
exercise of this  Warrant  such number of shares of its Common Stock as shall be
required for issuance upon exercise of this Warrant (the "Warrant Shares").

            4.  Mutilation  or Loss of Warrant.  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)  receipt  of
reasonably  satisfactory  indemnification,  and (in the case of mutilation) upon
surrender and cancellation of this Warrant, the Company will execute and deliver
a new  Warrant of like tenor and date and any such lost,  stolen,  destroyed  or
mutilated Warrant shall thereupon become void.

<PAGE>

            5. Rights of the Holder.  The Holder shall not, by virtue hereof, 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 this Warrant and
are not enforceable against the Company except to the extent set forth herein.

            6. Protection Against Dilution.

                  (a)  Adjustment  Mechanism.  If an  adjustment of the Exercise
Price is required  pursuant to this  Section 6, the Holder  shall be entitled to
purchase  such number of adjusted  shares of Common  Stock as will cause (i) the
total number of shares of Common  Stock Holder is entitled to purchase  pursuant
to this Warrant,  multiplied by (ii) the adjusted  purchase price per share,  to
equal  (iii) the  dollar  amount of the total  number of shares of Common  Stock
Holder  is  entitled  to  purchase  before  adjustment  multiplied  by the total
purchase price before adjustment.

                  (b) Capital Adjustments. In case of any stock split or reverse
stock   split,   stock   dividend,   reclassification   of  the  Common   Stock,
recapitalization,  merger or consolidation, or like capital adjustment affecting
the Common  Stock of the  Company,  the  provisions  of this  Section 6 shall be
applied as if such capital  adjustment event had occurred  immediately  prior to
the date of this  Warrant  and the  original  purchase  price  had  been  fairly
allocated  to the stock  resulting  from such capital  adjustment;  and in other
respects the provisions of this Section 6 shall be applied in a fair,  equitable
and reasonable manner so as to give effect, as nearly as may be, to the purposes
hereof. A rights offering to stockholders of the Company shall be deemed a stock
dividend to the extent of the bargain purchase element of the rights.

            7.  Warrant  Call.  At any  time or from  time  to  time  after  the
Registration  Statement  (as defined in Section 9(b)  hereof) has been  declared
effective,  the Company,  at its option,  may, upon written notice to the Holder
(the "Call  Notice"),  call up to one hundred  percent (100%) of this Warrant if
the Common  Stock trades at a price equal to or greater than $2.00 per share for
five (5)  consecutive  trading  days  prior to the date the  Company  calls  the
Warrant.  To be  effective,  the Call Notice must be given  within ten (10) days
after the aforementioned  five (5) day period. The rights and privileges granted
pursuant to this Warrant with respect to such Warrant Shares subject to the Call
Notice shall  terminate if this  Warrant is not  exercised  with respect to such
Warrant  Shares by the  Holder  within  ten (10) days  after the Call  Notice is
received by the Holder.  In the event that this Warrant is not  exercised by the
Holder  with  respect to the Warrant  Shares  subject to the Call  Notice,  this
Warrant shall expire at 5:00 p.m.  eastern time on the call date and the Company
will remit to the Holder $0.001 per Warrant Share and a new Warrant  certificate
representing  the number of Warrant  Shares,  if any, with respect to which this
Warrant  has not been  exercised  or subject to a Call  Notice  upon such Holder
tendering to the Company the expired Warrant certificate.

                                      -2-
<PAGE>

            8. Limitation on Exercise.  Notwithstanding anything to the contrary
set forth in this Warrant or the Common Stock and Warrant Purchase  Agreement of
even date herewith (the "Purchase Agreement"),  the Holder shall not be entitled
to  exercise  this  Warrant and the Company  shall have no  obligation  to issue
shares of Common Stock upon such  exercise of all or any portion of this Warrant
to the extent that, following such exercise, the Beneficial Ownership Number (as
defined  below) is equal to or greater than 4.99% of the  outstanding  shares of
Common  Stock  (including  the  shares  to be  issued  to the  Holder  upon such
exercise).  Notwithstanding the foregoing,  this Section 8 shall have no further
force and effect if there is an  outstanding  tender offer for any or all of the
shares of the Company's Common Stock, or the Holder, at its option,  provides at
least  sixty-five  (65) days' advance  written  notice from the Holder that this
Section 8 shall have no further force and effect.  For purposes of this Section,
"Beneficial Ownership Number" shall equal the sum of (i) the number of shares of
Common Stock owned by the Holder and its affiliates (other than shares of Common
Stock  which may be deemed  beneficially  owned  through  the  ownership  of the
unexercised  portion of this Warrant or other rights to purchase Common Stock or
through the ownership of convertible securities),  and (ii) the number of shares
of Common Stock issuable upon the exercise of this Warrant. For purposes of this
Section, "beneficial ownership" shall be defined in accordance with Rule 13(d)-3
of  the  Securities  Exchange  Act of  1934,  as  amended.  The  Holder,  by its
acceptance  of this  Warrant,  further  agrees that if the Holder  transfers  or
assigns any of the Warrants to any party,  such assignment shall be made subject
to  the  transferee's  or  assignee's  specific  agreement  to be  bound  by the
provisions of this Section 8 as if such transferee or assignee were the original
Holder hereof.

            9. Transfer to Comply with the Securities Act; Registration Rights.

                  (a) This Warrant has not been registered  under the Securities
Act of 1933, as amended (the "Act"),  or any applicable  state  securities laws,
and has been  issued to the  Holder  for  investment  and not with a view to the
distribution of either the Warrant or the Warrant  Shares.  Neither this Warrant
nor any of the Warrant  Shares or any other  security  issued or  issuable  upon
exercise of this Warrant may be sold,  transferred,  pledged or  hypothecated in
the absence of an  effective  registration  statement  under the Act relating to
such  security  or an  opinion  of  counsel  satisfactory  to the  Company  that
registration  is not required under the Act. Each  certificate  for the Warrant,
the Warrant  Shares and any other  security  issued or issuable upon exercise of
this Warrant shall  contain a legend on the face thereof,  in form and substance
satisfactory  to counsel for the  Company,  setting  forth the  restrictions  on
transfer contained in this Section.

                  (b) The Company agrees to file a registration statement, which
shall include the Warrant  Shares,  on Form SB-2 or another  available form (the
"Registration Statement"), pursuant to the Registration Rights Agreement between
the Company  and the Holder  dated as of  February  18, 2004 (the  "Registration
Rights Agreement").

            10. Notices. Any notice or other communication required or permitted
hereunder  shall be in writing and shall be delivered  personally,  telegraphed,
telexed,  sent by facsimile  transmission  or sent by  certified,  registered or
express mail,  postage  pre-paid.  Any such notice shall be deemed given when so

                                      -3-
<PAGE>

delivered personally,  telegraphed,  telexed or sent by facsimile  transmission,
or, if mailed,  two (2) days  after the date of  deposit  in the  United  States
mails, as follows:

                  (i) if to the Company, to:

                        Swiss Medica, Inc.
                        53 Yonge Street, Third Floor
                        Toronto, Ontario, Canada M5E 1J3
                        Attn:  Raghu Kilambi
                        Telephone No.: (416) 362-5775
                        Facsimile No.: (416) 868-6776

                  (ii) if to the Holder, to:

                        Platinum Partners Global Macro Fund L.P.
                        157 West 57th Street, 54th Floor
                        New York, New York 10019
                        Attn:  Frank Giorgio
                        Facsimile No.: ______________

                        with a copy to:

                        Jenkens & Gilchrist Parker Chapin LLP
                        The Chrysler Building
                        405 Lexington Avenue
                        New York, New York  10174
                        Attn: Martin Eric Weisberg, Esq.
                        Telephone No.: (212) 704-6000
                        Facsimile No.: (212) 704-6288

Any party may be  notice  given in  accordance  with this  Section  to the other
parties designate another address or person for receipt of notices hereunder.

            11. Supplements and Amendments; Whole Agreement. This Warrant may be
amended or  supplemented  only by an instrument in writing signed by the parties
hereto. This Warrant and the Purchase Agreement,  of even date herewith,  by and
between the Company and the Holder contain the full understanding of the parties
hereto with  respect to the subject  matter  hereof and thereof and there are no
representations,  warranties,  agreements or understandings other than expressly
contained herein and therein.

            12.  Governing  Law.  This Warrant  shall be deemed to be a contract
made  under  the laws of the  State of New  York and for all  purposes  shall be
governed by and construed in accordance  with the laws of such State  applicable
to contracts to be made and performed entirely within such State.

                                      -4-
<PAGE>

            13.  Counterparts.  This  Warrant  may be  executed in any number of
counterparts and each of such  counterparts  shall for all purposes be deemed to
be an original,  and all such counterparts shall together constitute but one and
the same instrument.

            14.  Descriptive  Headings.  Descriptive  headings  of  the  several
Sections of this Warrant are inserted for convenience only and shall not control
or affect the meaning or construction of any of the provisions hereof.


                     [Remainder of Page Intentionally Left Blank]





                                      -5-
<PAGE>

      IN WITNESS  WHEREOF,  the parties  hereto have executed this Warrant as of
this 18th day of February, 2004.


                                    SWISS MEDICA, INC.


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

                                      -6-
<PAGE>

                         NOTICE OF EXERCISE OF WARRANT

      The  undersigned   hereby   irrevocably  elects  to  exercise  the  right,
represented  by the Warrant  Certificate  No.  W-F04-1  dated as of February 18,
2004, to purchase ______________ shares of the Common Stock, par value $.001 per
share,  of Swiss Medica,  Inc. and tenders  herewith  payment in accordance with
Section 1 of said Common Stock Purchase Warrant.

      Please deliver the stock certificate to:

                              ____________________________
                              ____________________________
                              ____________________________
                              ____________________________
                              ____________________________




Dated: _____ day of __________, 200__



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

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

                                      -7-