<PAGE>

                                    EXHIBIT 10.7

                                   BIOLABS, INC.
                               A NEW YORK CORPORATION

                         WARRANT TO PURCHASE SHARES OF THE
                        COMPANY'S COMMON STOCK, NO PAR VALUE


                             WARRANT  NO. BIOLABS 00-001

       THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
       REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND
       NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE SOLD,
       TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF
       SUCH REGISTRATION OR AN EXEMPTION UNDER SUCH ACT AND THE RULES AND
       REGULATIONS THEREUNDER.

Void after March 31, 2004 (unless         Warrant To Purchase 50,000
earlier exercised or extended under         Shares of Common Stock
the circumstances described herein)         Dated:  March 31, 2000

                           WARRANT CERTIFICATE REPRESENTING
                         WARRANTS TO PURCHASE COMMON STOCK OF
                                     BIOLABS, INC.

       FOR VALUE RECEIVED, BioLabs, Inc., a corporation organized and
existing under the laws of New York (the "Company"), hereby certifies that
the holder identified on the final page (the "Holder") of this Warrant (the
"Warrants", and each right to purchase a share of Common Stock, a "Warrant")
is entitled, subject to the terms set forth below, at any time or from time
to time hereafter, but not later than March 31, 2004, unless earlier
exercised or extended, to purchase from the Company fully paid and
nonassessable shares of Common Stock in the amount set forth above. These
Warrants and all rights hereunder, to the extent such rights shall not have
been exercised, shall terminate and become null and void at 5:00 p.m., New
York time, on March 31, 2004, unless earlier exercised or redeemed under the
circumstances described herein.

                                     DEFINITIONS

       The terms defined below, whenever used in this Warrant, shall have the
respective meanings hereinafter specified.  Whenever used in this Warrant,
any noun or pronoun shall be deemed to include both the singular and plural
and to cover all genders.

       "Assignment" means the form of Assignment appearing at the end of this
Warrant.

       "Common Stock" means the Company's authorized Common Stock, $.0001
par value.
<PAGE>

       "Commission" means the United States Securities and Exchange
Commission, or any other Federal agency then administering the Securities Act.

       "Exchange Act" means the Securities Exchange Act of 1934, as amended,
and any similar or successor U.S. federal statute, and the rules and
regulations of the Commission (or its successor) thereunder, all as the same
shall be in effect at the time.

       "Exercise Period" means the period commencing on the date hereof and
terminating at 5:00 p.m., New York time, on March 31, 2004, unless otherwise
extended or earlier terminated as herein permitted.

       "Exercise Price" means the price per share of Common Stock set forth
in Section 1A hereof, as such price may be adjusted from time to time
pursuant to Section 1.

       "Form of Subscription" means the Form of Subscription appearing at the
end of this Warrant.

       "Holder" means the person in whose name this Warrant is registered on
the books of the Company maintained for such purpose.

       "Securities Act" means the Securities Act of 1933, as amended, or any
similar U.S. Federal statute, and the rules and regulations of the Commission
promulgated thereunder, all as the same shall be in effect from time to time.

            SECTION 1. EXERCISE OF WARRANTS: TERM; EXERCISE PRICE;
                         ADJUSTMENTS OF EXERCISE PRICE

       1.1.   EXERCISE OF WARRANTS.  Subject to the conditions of this
Section 1, the holder of any Warrant at the holder's option may exercise such
holder's rights under all or any part of the Warrants to purchase shares of
the Company's Common Stock (the "Warrant Shares") at a price (the "Exercise
Price") at any time on or after the date hereof equal to Five dollars and
Seventy-Five Cents ($5.75) per share, subject to adjustment as hereinafter
provided.

       1.2.   SUBDIVISION OR COMBINATION OF STOCK.  In case the Company shall
at any time subdivide its outstanding shares of Common Stock into a greater
number of shares, the Exercise Price in effect immediately prior to such
subdivision shall be proportionately reduced, and conversely, in case the
outstanding shares of Common Stock of the Company shall be combined into a
smaller number of shares, the Exercise Price in effect immediately prior to
such combination shall be proportionately increased. The holder shall be
entitled to twenty (20) days notice of any change in the Exercise Price
pursuant to this Section 1.2.

       1.3.   CHANGES IN COMMON STOCK.  If any capital reorganization or
reclassification of the capital stock of the Company, or consolidation or
merger of the Company with another corporation, or sale, transfer or other
disposition of all or substantially all of its properties to another
corporation,
<PAGE>

shall be effected, then, as a condition of such reorganization,
reclassification, consolidation, merger, sale, transfer or other disposition,
lawful and adequate provision shall be made whereby each holder of Warrants
shall thereafter have the right to purchase and receive upon the basis and
upon the terms and conditions herein specified and in lieu of the shares of
the Common Stock of the Company immediately theretofore issuable upon
exercise of the Warrants, such shares of stock, securities or properties, if
any, as may be issuable or payable with respect to or in exchange for a
number of outstanding shares of such Common Stock equal to the number of
shares of such Common Stock immediately theretofore issuable upon exercise of
the Warrants had such reorganization, reclassification, consolidation,
merger, sale, transfer or other disposition not taken place, and in any such
case appropriate provisions shall be made with respect to the rights and
interests of each holder of Warrants to the end that the provisions hereof
(including without limitation provisions for adjustment of the Exercise
Price) shall thereafter be applicable, as nearly equivalent as may be
practicable in relation to any shares of stock, securities or properties
thereafter deliverable upon the exercise thereof.  The Company shall not
effect any such consolidation, merger, sale, transfer or other disposition,
unless prior to or simultaneously with the consummation thereof the successor
corporation (if other than the Company) resulting from such consolidation or
merger or the corporation purchasing or otherwise acquiring such properties
shall assume, by written instrument executed and mailed or delivered to the
holders of Warrants at the last address of such holders appearing on the
books of the Company, the obligation to deliver to such holders such shares
of stock, securities or properties as, in accordance with the foregoing
provisions, such holders may be entitled to acquire.  The above provisions of
this subparagraph shall similarly apply to successive reorganizations,
reclassifications, consolidations, mergers, sales, transfers, or other
dispositions. The holder shall be entitled to twenty (20) days notice of any
change in the capital stock of the Company or any merger, acquisition or
similar transaction pursuant to this Section 1.3.

       1.4.   NOTICE OF ADJUSTMENT.  Upon any adjustment of the Exercise
Price, then and in each such case the Company shall promptly obtain the
opinion of a firm of independent certified public accountants (which may be
the regular auditors of the Company) of recognized national standing selected
by the Company's Board of Directors, which opinion shall state the Exercise
Price resulting from such adjustment and the increase or decrease, if any, in
the number of shares of Common Stock issuable upon Exercise of the Warrant or
Warrants held by each holder of Warrants, setting forth in reasonable detail
the method of calculation and the facts upon which such calculation is based.
The good faith determination of the Board of Directors shall be final and
binding with respect to any adjustment required hereunder.

       1.5.   CERTAIN EVENTS.  If any event occurs as to which in the opinion
of the Board of Directors of the Company the other provisions of Section 1
hereof are not strictly applicable or if strictly applicable would not fairly
protect the conversion rights of the holders of the Warrants in accordance
with the essential intent and principles of such provisions, then such Board
of Directors shall appoint a firm of independent certified public accountants
(which may be the regular auditors of the Company) of recognized national
standing, which shall give their opinion upon the adjustment, if any, on a
basis consistent with such essential intent and principles, necessary to
preserve, without dilution, the rights of the holders of the Warrants.  Upon
receipt of such opinion by the Board of Directors, the Company shall
forthwith make the adjustments
<PAGE>

described therein; PROVIDED, HOWEVER, that no such adjustment shall have the
effect of increasing the Exercise Price as otherwise determined pursuant to
Section 1 hereof except in the event of a combination of shares of the type
contemplated in Section 3 and then in no event to an amount larger than the
exercise price as adjusted pursuant to Section 3.

       1.6.   PROHIBITION OF CERTAIN ACTIONS.  The Company will not (i)
authorize or issue, or agree to authorize or issue, any shares of its capital
stock of any class preferred as to dividends or as to the distribution of
assets upon voluntary or involuntary liquidation, dissolution or winding-up
of the Company otherwise than for full and fair consideration  paid or
delivered to the Company concurrent with any such issuance; or (ii) take any
action which would result in any adjustment of the Exercise Price if the
total number of shares of Common Stock issuable after such action upon
exercise of all of the Warrants would exceed the total number of shares of
Common Stock then authorized by the Company's Certificate of Incorporation.

       1.7.   STOCK TO BE RESERVED.  The Company will at all times reserve
and keep available out of its authorized Common Stock, solely for the purpose
of issue upon the exercise of Warrants as herein provided, such number of
shares of Common Stock as shall then be issuable upon the exercise of all
outstanding Warrants, and the Company will maintain at all times all other
rights and privileges sufficient to enable it to fulfill all its obligations
hereunder. The Company covenants that all shares of Common Stock which shall
be so issuable shall, upon issuance, be duly authorized, validly issued,
fully paid and nonassessable, free from preemptive or similar rights on the
part of the holders of any shares of capital stock or securities of the
Company, and free from all Liens and charges with respect to the issue
thereof; and without limiting the generality of the foregoing, the Company
covenants that it will from time to time take all such action as may be
required to assure that the par value, if any, per share of the Common Stock
is at all times equal to or less than the then effective Exercise Price.  The
Company will take all such action as may be necessary to assure that such
shares of Common Stock may be so issued without violation by the Company of
any applicable law or regulation, or of any requirements of any domestic
securities exchange upon which the Common Stock may be listed.  Without
limiting the foregoing, the Company will take all such action as may be
necessary to assure that, upon exercise of any of the Warrants, an amount
equal to the lesser of (a) the par value of each share of Common Stock
outstanding immediately prior to such conversion, or (b) the Exercise Price,
shall be credited to the Company's stated capital account for each share of
Common Stock issued upon such exercise, and that the balance of the principal
amount of each Warrant exercised shall be credited to the Company's capital
surplus account.

       1.8.   REGISTRATION AND LISTING OF COMMON STOCK.  If any shares of
Common Stock required to be reserved for purposes of exercise of Warrants
hereunder require registration with or approval of any governmental authority
under any Federal or state law (other than the Securities Act) before such
shares may be issued upon exercise, the Company will, at its expense and as
expeditiously as possible, use its best efforts to cause such shares to be
duly registered or approved, as the case may be.  Shares of Common Stock
issuable upon exercise of the Warrants shall be registered by the Company
under the Securities Act or similar statute then in effect.  If and so long
as the Common Stock is listed on any national securities exchange or quoted
on the Nasdaq Stock Market, the Company will, at its expense, obtain promptly
and maintain the approval for listing or
<PAGE>

quotation thereon upon official notice of issuance, of shares of Common Stock
issuable upon exercise of the then outstanding Warrants and maintain the
listing or quotation of such shares after their issuance; and the Company
will also cause the listing on such national securities exchange or quotation
on Nasdaq, will register under the Exchange Act and will maintain such
listing or quotation of, any other securities that at any time are issuable
upon exercise of the Warrants, if and at the time that any securities of the
same class shall be listed on such national securities exchange or quoted on
Nasdaq by the Company or shall require registration under the Exchange Act.
The Company shall not be required to list the securities on any national
securities exchange.  The Holder understands that the Shares are not
currently so listed.

       1.9.   NO CHARGE FOR ISSUANCE.  The issuance of certificates for
shares of Common Stock upon exercise of Warrants shall be made without charge
to the holders of the Warrants, other then payment of the exercise price.

       1.10.  CLOSING OF BOOKS.  The Company will at no time close its
transfer books against the transfer of any Warrant or of any shares of Common
Stock issued or issuable upon the exercise of any Warrant in any manner which
interferes with the timely exercise of such Warrant.

       1.11.  NO RIGHTS OR LIABILITIES AS SHAREHOLDERS.  No Warrant shall
entitle any holder thereof to any of the rights of a shareholder of the
Company. No provision of this Warrant, in the absence of the actual exercise
of such Warrant or any part thereof by the holder thereof into Common Stock
issuable upon such exercise, shall give rise to any liability on the part of
such holder as a shareholder of the Company, whether such liability shall be
asserted by the Company or by creditors of the Company.

       1.12.  FRACTIONAL SHARES.  The Company shall not issue fractional
shares of Common Stock or scrip representing fractional shares of Common
Stock upon any exercise of this Warrant.  As to any fractional share of
Common Stock which the Holder would otherwise be entitled to purchase from
the Company upon such exercise, the Company shall purchase from the Holder
such fractional share at a price equal to an amount calculated by multiplying
such fractional share (calculated to the nearest 1/100th of a share) by its
Market Price on the date the Form of Subscription is received by the Company.
Payment of such amount shall be made in cash or by check payable to the
order of the Holder at the time of delivery of any certificate or
certificates arising upon such exercise.

                   SECTION 2. METHOD OF EXERCISE OF WARRANTS

       2.1.  The Warrants may be exercised by the surrender of this
Certificate, with the Form of Subscription attached hereto duly executed by
the holder, to the Company at its principal office, accompanied by payment of
the Exercise Price for the number of shares of Common Stock specified.  The
Warrants may be exercised for less than the full number of shares of Common
Stock called for hereby by surrender of this Certificate in the manner and at
the place provided above, accompanied by payment for the number of shares of
Common Stock being purchased.  If the Warrants should be exercised in part
only, the Company shall, upon surrender of this Warrant Certificate for
cancellation, execute and deliver a new Warrant Certificate evidencing the
right of
<PAGE>

the holder to purchase the balance of the shares purchasable hereunder.  Upon
receipt by the Company of this Warrant Certificate at the office of the
Company, in proper form for exercise, accompanied by the full Exercise Price
in cash or certified or bank cashier's check, 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 Common Stock shall not
then be actually delivered to the holder.

       2.2.  As soon as practicable after the exercise of these Warrants in
whole or in part and, in any event, within ten (10) days thereafter, the
Company at its expense will cause to be issued in the name of and delivered
to the holder a certificate or certificates for the number of fully paid and
nonassessable shares of Common Stock (and any new Warrants) to which the
holder shall be entitled upon such exercise.  Each certificate for shares of
Common Stock so delivered shall be in such denominations as may be requested
by the holder and shall be registered in the name of the holder or such other
name as the holder may designate.

                           SECTION 3. PAYMENT OF TAXES

       The issuance of certificates for shares of Common Stock upon exercise
of the Warrants shall be made without charge to the holders of the Warrants
exercised for any issuance tax in respect thereto; 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 issuance and delivery of any
certificate in a name other than that of the holder of the Warrant or
Warrants exercised.

              SECTION 4. MUTILATED OR MISSING WARRANT CERTIFICATES

       Upon receipt by the Company of evidence reasonably satisfactory to it
of the loss, theft, destruction or mutilation of this Warrant Certificate,
and (in the case of loss, theft or destruction) of reasonably satisfactory
indemnification and upon surrender and cancellation of this Warrant
Certificate, if mutilated, the Company will execute and deliver a new Warrant
Certificate of like tenor and date.

           SECTION 5. RESTRICTIONS ON TRANSFER; REGISTRATION RIGHTS

       5.1.   NOTICE OF PROPOSED TRANSFER; REGISTRATION NOT REQUIRED.  The
Holder of this Warrant or the holder of any shares of Common Stock issuable
upon the exercise hereof (the "Warrant Shares") by acceptance hereof or
thereof, agrees to give written notice to the Company, prior to any transfer
of this Warrant, the Warrant Shares or any portion hereof or thereof, of its
intention to make such transfer which notice shall include a brief
description of such proposed transfer.

       If in the opinion of counsel to the Company or counsel to the
transferor reasonably acceptable to the Company the proposed transfer may be
effected without registration or qualification under any Federal or state law
whereupon the Holder shall be entitled to transfer this Warrant or Warrant
shares in accordance with the terms of the notice delivered to the Company
and the
<PAGE>

opinion of counsel.  The Company shall not be required to implement any
unregistered transfer of the Warrant or Warrant Shares without such opinion
of counsel.

       5.2.   REQUIRED REGISTRATION AND QUALIFICATION.  So long as the
Warrant Shares are unsold,  the Company shall include the Warrant Shares in
any registration under the Securities Act filed by the Company in which the
Shares may be lawfully included provided that on notice of such registration,
the Holder of the Warrant or Warrant Shares shall request inclusion therein
and specify the number of shares to be registered or qualified and the
jurisdictions in which such registration or qualification is desired.
Promptly upon receipt of any request pursuant to this Section 5.2 the Company
shall promptly (a) take such steps as are reasonably necessary or appropriate
to prepare for registration and qualification of shares of Common Stock and
(b) give written notice to the holders of the Warrants and shares of Common
Stock issuable upon the exercise thereof of a proposed registration or
qualification by the Company under the Securities Act and under the
securities or blue sky laws of the requested jurisdictions and shall as
expeditiously as possible, in good faith, use its best efforts to effect any
such registration or qualification of:

       (i)    the number of shares of Common Stock issuable upon the exercise
              hereof designated in such request, and

       (ii)   the number of shares of Common Stock issuable upon the exercise of
              any other Warrants the holders of which shall have requested the
              Company, in writing within 30 days after the date of such notice
              by the Company, to have such shares of Common Stock registered or
              qualified;

all to the extent requisite to permit the disposition (in accordance with the
intended methods thereof) by the prospective sellers of the shares of Common
Stock to be registered or qualified, with notification to or approval of, any
governmental authority under any Federal or state law, or any listing with
any securities exchange or qualification on the Nasdaq Stock Market, which
may be required to permit the sale or disposition of any shares of Common
Stock issuable upon the exercise of such Warrants which the holders thereof
propose to make, and the Company will keep effective and current such
registration or qualification for such period as may be reasonably necessary
to effect such sale or disposition, not to exceed nine (9) months after the
effective date of such registration statement.

       5.3.   ALLOCATION OF EXPENSES.  If the Company is required by the
provisions hereof to use its best efforts to effect the registration or
qualification under the Securities Act or any state securities or blue sky
laws of any of the shares of Common Stock issuable upon the exercise of the
Warrants, the Company will pay all expenses in connection therewith,
including, without limitation, (a) all expenses incident to filing with the
National Association of Securities Dealers, Inc., (b) registration fees, (c)
printing expenses, (d) accounting and legal fees and expenses, (e) expenses
of any special audits incident to or required by any such registration or
qualification, (f) premiums for insurance in such amount, if any, deemed
appropriate by the managing underwriter and (g) expenses of complying with
the securities or blue sky laws of any jurisdictions in connection with such
registration or qualification; provided, however, the Company shall not be
(i) liable for any discounts or commissions to any underwriter.
<PAGE>

       5.4.   CROSS-INDEMNIFICATION.  In connection with any registration or
qualification of securities hereunder, the Company hereby indemnifies the
Holder and the holders of any shares of Common Stock issuable upon the
exercise hereof and each underwriter thereof, including each person, if any,
who controls the Holder or such stockholder or underwriter within the meaning
of Section 15 of the Securities Act, against all losses, claims, damages,
liabilities and expenses (including reasonable costs of investigation) caused
by any untrue, or alleged untrue, statement of a material fact contained in
any registration statement, preliminary prospectus, prospectus or
notification or offering circular (as amended or supplemented if the Company
shall have furnished any amendments or supplements thereto) or caused by 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 such losses, claims, damages, liabilities or expenses are
caused by any untrue statement or alleged untrue statement or omission or
alleged omission based upon information furnished in writing to the Company
by the Holder expressly for use therein.  The Company and each officer,
director and controlling person of the Company or underwriter within the
meaning of Section 15 of the Securities Act are hereby indemnified by the
Holder and by the holders of any shares of Common Stock issuable upon the
exercise hereof against all losses, claims, damages, liabilities and expenses
(including reasonable costs of investigation) caused by any untrue, or
alleged untrue, statement of a material fact contained in any registration
statement, preliminary prospectus or notification or offering circular (as
amended or supplemented) or caused by any omission, or alleged omission, to
state therein a material fact necessary to make the statements therein not
misleading, but only to the extent that such alleged untrue statement or
alleged omission was based upon information furnished in writing to the
Company by the Holder or any such stockholder expressly for use therein.

       Promptly upon receipt by a party indemnified under this Section 5C of
notice of the commencement of any action against such indemnified party in
respect of which indemnity or reimbursement may be sought against any
indemnifying party under this Section 5D, such indemnified party shall notify
the indemnifying party in writing of the commencement of such action, but the
failure so to notify the indemnifying party shall not relieve it of any
liability which it may have to any indemnified party otherwise than under
this Section 5D unless such failure shall materially adversely affect the
defense of such action.  In case notice of commencement of any such action
shall be given to the indemnifying party as above provided, the indemnifying
party shall be entitled to participate in and, to the extent it may wish,
jointly with any other indemnifying party similarly notified, to assume the
defense of such action at its own expense, with counsel chosen by it and
satisfactory to such indemnified party.  The indemnified party shall have the
right to employ separate counsel in any such action and participate in the
defense thereof, but the fees and expenses of such counsel (other than
reasonable costs of investigation) shall be paid by the indemnified party
unless (a) the indemnifying party agrees to pay the same, (b) the
indemnifying party fails to assume the defense of such action with counsel
reasonably satisfactory to the indemnified party or (c) the named parties to
any such action (including any impleaded parties) have been advised by such
counsel that representation of such indemnified party and the indemnifying
party by the same counsel would be inappropriate under applicable standards
of professional conduct (in which case the indemnifying party shall not have
the right to assume the defense of such action on behalf of such indemnified
party).  No indemnifying party shall be liable for any settlement entered
into without its consent.
<PAGE>

       5.5.   SUPPLYING INFORMATION.  The Company, the Holder and each holder
of shares of Common Stock issuable upon the exercise hereof shall cooperate
with each other in supplying such information as may be necessary for any of
such parties to complete and file any information reporting forms presently
or hereafter required by the Commission or any commissioner or other
authority administering the blue sky or securities laws of any jurisdiction
where shares of Common Stock are proposed to be sold pursuant hereto.

       5.6.   COMPLIANCE WITH RULE 144.  At the request of any Holder of this
Warrant or holder of shares of Common Stock issuable upon the exercise hereof
who proposes to sell shares of Common Stock issuable upon the exercise hereof
in compliance with Rule 144 of the Commission, or any similar Rule, assuming
that at such time the provisions of such Rule are applicable to such Holder
or holder and, in the event the Holder or holder is or could be deemed an
"affiliate" of the Company, and the Company is then required to file reports
under Section 13 or 15(d) of the Exchange Act, the Company shall (a)
forthwith furnish to such Holder or holder a written statement as to its
compliance with the filing requirements of the Commission as set forth in
such Rule and (b) make such additional filings of reports with the Commission
as will enable the Holder or holder to make sales of shares of Common Stock
issued upon exercise hereof pursuant to such Rule.

                              SECTION 6. REDEMPTION

                        [NOT APPLICABLE TO THIS WARRANT]

                         SECTION 7. REPORTS TO HOLDERS

       The Company shall, during the Exercise Period, furnish directly to the
Holders, as soon as the same shall be sent to stockholders generally, copies
of all annual or interim stockholder reports of the Company, and shall, for
the same period, also furnish the Holders promptly with copies of any reports
and financial statements furnished to or filed with the Commission or any
national securities exchange on which any class of securities of the Company
is listed.

                           SECTION 8. MISCELLANEOUS

       8.1.   NONWAIVER.  No course of dealing or any delay or failure to
exercise any right hereunder on the part of the Holder shall operate as a
waiver of such right or otherwise prejudice the Holder's rights, powers or
remedies.

       8.2.   NOTICE GENERALLY.  Any notice, demand or delivery to be made
pursuant to the provisions of this Warrant shall be sufficiently given or
made if sent by first class mail, postage prepaid, addressed to (a) the
Holder at its last known address appearing on the books of the Company
maintained for such purpose or (b) the Company at its principal office
referred to in the Purchase Agreement.  The Holder and the Company may each
designate a different address by notice to the other pursuant to this Section
8B.
<PAGE>

       8.3.   SUCCESSORS AND ASSIGNS.  This Warrant and the rights evidenced
hereby shall inure to the benefit of and be binding upon the successors of
the Company and the Holder.  The provisions of this Warrant are intended to
be for the benefit of all Holders from time to time of this Warrant, and
shall be enforceable by any such Holder.

       8.4.   AMENDMENT.  This Warrant may not be modified or amended except
by written agreement of the parties.

       8.5.   HEADINGS.  The headings of the Sections of this Warrant are for
the convenience of reference only and shall not, for any purpose, be deemed a
part of this Warrant.

       8.6.   GOVERNING LAW.  Except to the extent the corporation statute of
the Company's state of incorporation otherwise applies, this Agreement shall
be governed by and construed and enforced under the laws of New York without
reference to the principles of the conflicts of laws thereof.

       IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to
be duly executed, as of the day and year first above written.

                     WARRANT NO. BIOLABS 00-001 WARRANTS TO
                        PURCHASE 50,000 SHARES OF COMMON
                               STOCK, NO PAR VALUE
                             Price Per Share: $5.75
ISSUED TO:   John J. Horan               (Subject to Adjustment)
           _________________
           _________________
           _________________

BIOLABS, INC.

By: ________________________
     Name:
     Title:

     Dated: Surrey, British Columbia, Canada
            March 31, 2000


                                 FORM OF SUBSCRIPTION


                                                  DATE: _______________, 20___
<PAGE>

WARRANT NO: BioLabs 00-001

TO: JOHN J. HORAN

       The Undersigned, the holder of the within Warrants, hereby,
irrevocably elects to exercise all or part of the purchase right represented
by such Warrants for, and to purchase thereunder, shares of Common Stock of
BioLabs, Inc., a New York corporation (the "Company"), and herewith makes
payment of $__________ to the Company, evidenced by delivery of the Holder's
certified or bank check and requests that the certificate representing such
shares be issued in the name of, and be delivered to Holder, at the address
indicated below.


______________________________
(Name of Holder)


______________________________
(Authorized Signature)


______________________________
(Full Address for Delivery of
Certificates)


______________________________
(Telephone #)
<PAGE>

                                   ASSIGNMENT FORM

                              WARRANT NO: BIOLABS 00-001
                       (To be executed only upon the assignment
                                of the within Warrant)
TO:    BIOLABS, INC.

       FOR VALUE RECEIVED the undersigned registered Holder of the within

Warrant hereby sells, assigns and transfers unto ____________________________

whose address is ____________________________________________________________

all of the rights of the undersigned under the within Warrant, with respect
to a certain Warrant to purchase shares of Common Stock of BioLabs, Inc., a
New York corporation (the "Company"), and if such shares of Common Stock
shall not include all the shares of Common Stock issuable as provided in the
within Warrant, then a new Warrant of like tenor for the number of shares of
Common Stock of BioLabs, Inc., not being transferred hereunder shall be
issued in the name of and delivered to the undersigned, and does hereby
irrevocably constitute and appoint __________________________________________

_____________________________________________________________________________
as attorney in fact to register such transfer on the books of The Company
maintained for the purpose, with full power of substitution in the premises.
Assignment of this Warrant can only be made to an assignee who takes the
Warrant for investment only and not with a view to distribution or
redistribution thereof.

Dated ________________ , ______

                                       By: __________________________________
                                           (Signature of Registered Holder)

Signature Guaranteed:

By: ___________________________

NOTICE:  The signature to this Assignment must correspond with the name as
written upon the face of the within Warrant in every particular, without
alteration or enlargement or any change whatever.

The signature to this Assignment must be guaranteed by a commercial bank or
trust companying of the United States or a member firm of the New York Stock
Exchange.