Exhibit 10.4



NO SALE OR TRANSFER OF THIS WARRANT OR THE SECURITIES UNDERLYING THIS WARRANT
MAY BE MADE UNTIL THE EFFECTIVENESS OF A REGISTRATION STATEMENT OR OF A
POST-EFFECTIVE AMENDMENT THERETO UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "ACT") , COVERING THIS WARRANT OR THE SECURITIES UNDERLYING THIS WARRANT,
OR UNTIL THE COMPANY IS IN RECEIPT OF AN OPINION OF COUNSEL SATISFACTORY TO THE
COMPANY STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION
REQUIREMENTS OF THE ACT. TRANSFER OF THIS WARRANT IS RESTRICTED UNDER PARAGRAPH
2 BELOW.



                      PLACEMENT AGENT'S WARRANT TO PURCHASE
                                  COMMON STOCK


                               MEDGRUP CORPORATION
                            (a Colorado corporation)



                             Dated: January 10, 2000

W-002



     THIS CERTIFIES THAT Kashner Davidson Securities Corporation ( the
"Placement Agent" and together with its assigns, the "Holder") is entitled to
purchase from Medgrup Corporation, a Colorado corporation (the "Company") up to
43,000 shares of restricted Common Stock of the Company at a purchase price of
$1.10 per share. This Warrant and the shares of Common Stock underlying this
Warrant are collectively, are hereinafter referred to as the "Securities".

     This Placement Agent's Warrant is issued pursuant to a Placement Agency
Agreement, dated July 22, 1999, between the Company and the Placement Agent in
connection with a private offering through the Placement Agent (the "Private
Offering") of up to 600,000 shares of Common Stock (the "Shares").


     1. Exercise of the Placement Agent's Warrant.
        ------------------------------------------

     (a) The rights represented by this Placement Agent's Warrant shall be
exercised at the prices and during the periods as follows:

<PAGE>


          (i) Between the date hereof and January 9, 2005, inclusive, the Holder
shall have the option to purchase the Shares hereunder at a price of $1.10 per
Share (the "Share Exercise Price"), the purchase price of the Shares being 110%
above the offering prices of the Shares of the Company's common stock in this
private placement.

          (ii) This Placement Agent's Warrant shall expire effective at 5:00
p.m., (New York time) on January 9, 2005, after which time the Holder shall have
no right to purchase any Securities hereunder.

     (b) The rights represented by this Placement Agent's Warrant may be
exercised at any time within the period above specified, in whole or in part, by
(i) the surrender of the Placement Agent's Warrant (with the purchase form at
the end hereof properly executed) at the principal executive office of the
Company (or such other office or agency of the Company as it may designate by
notice in writing to the Holder at the address of the Holder appearing on the
books of the Company); (ii) payment to the Company of the respective exercise
price then in effect for the number of Securities specified in the
above-mentioned purchase form together with applicable stock transfer taxes, if
any; and (iii) delivery to the Company of a duly executed agreement signed by
the person(s) designated in the purchase form to the effect that such person(s)
agree(s) to be bound by the provisions of paragraph 5 and of paragraph 6 hereof.
The Placement Agent's Warrant shall be deemed to have been exercised, in whole
or in part to the extent specified, immediately prior to the close of business
on the date the Placement Agent's Warrant is surrendered and payment is made in
accordance with the foregoing provisions of this paragraph 1, and the person or
persons in whose name or names the certificates for shares of Common Stock shall
be issuable upon such exercise shall become the holder or holders of record of
such shares of Common Stock, as the case may be, at that time and date.
Certificates representing the shares of Common Stock, so purchased shall be
delivered to the Holder within a reasonable time, not exceeding ten (10)
business days, after the rights represented by this Placement Agent's Warrant
shall have been so exercised.

     (c) This Warrant also shall entitle the holder to receive (the "Right"), at
the option of the Holder, without payment of cash or property to the Company, a
number of shares of Common Stock which shall be determined by dividing (i) that
portion, as elected by the Holder, of the total number of shares of Common Stock
and/or Warrants, as the case may be, which the Holder is eligible to purchase
hereunder (and as adjusted pursuant to Section 7 hereof), multiplied by the
amount (if any) by which the fair market value (as determined by the closing ask
(sell) price of the Company's Common Stock on the date on which notice of
exercise of this Warrant is delivered to the Company), hereafter the "exercise
date") on the exercise date exceeds the option exercise price hereof; by (ii)
the fair market value of a share of Common Stock, on the exercise date. In lieu
of issuing shares of Common Stock on the exercise of this Right, the Board of
Directors may elect to pay the cash equivalent of the fair market value on the
exercise date of any or all the shares of Common Stock which would otherwise be
issuable on exercise of this Right. No fractional shares of Common Stock shall

                                       2

<PAGE>


be issued under this Subsection. In lieu of fractional shares of Common Stock,
the Holder shall be entitled to receive a cash adjustment equal to the same
fraction of the fair market value per share of Common Stock on the date of
exercise.

     2. Restrictions on Transfer.
        -------------------------

     This Placement Agent's Warrant shall not be transferred, sold, pledged,
assigned, or hypothecated unless such assignment shall be effected by the Holder
by (i) completing and executing the form of assignment at the end hereof and
(ii) surrendering this Placement Agent's Warrant with such duly completed and
executed assignment form for cancellation at the office or agency of the Company
referred to in Paragraph 9 hereof; whereupon the Company shall issue, in the
name or names specified by the Holder (including the Holder) a new Placement
Agent's Warrant or Placement Agent's Warrants of like tenor and representing in
the aggregate rights to purchase the same number of Securities as are then
purchasable hereunder. Any transfer shall comply with the Act. During the first
12 months, this Warrant cannot be transferred except to persons associated with
the Placement Agent, unless transfer of this Warrant then is registered with the
Securities and Exchange Commission.

     3. Covenants of the Company
        ------------------------

     (a) The Company covenants and agrees that all Common Stock issuable upon
exercise of this Placement Agent's Warrant or upon exercise of the Warrants
issuable upon exercise of this Placement Agent's Warrant will, upon issuance, be
duly and validly issued, fully paid and nonassessable and no personal liability
will attach to the Holder thereof by reason of being such a Holder, other than
as set forth herein.

     (b) The Company covenants and agrees that during the period within which
this Placement Agent's Warrant may be exercised, the Company will at all times
have authorized and reserved a sufficient number of shares of Common Stock to
provide for the exercise of this Placement Agent's Warrant and for the exercise
of the Warrants issuable upon exercise of this Placement Agent's Warrant.

     4. No Rights of Stockholder.
        -------------------------

     This Placement Agent's Warrant shall not entitle the Holder to any voting
rights or other rights as a stockholder of the Company, either at law or in
equity, and the rights of the Holder are limited to those expressed in this
Placement Agent's Warrant and are not enforceable against the Company except to
the extent set forth herein.

     5. Registration Rights.
        --------------------

     (a) The Company shall advise the Holder or its transferee, whether the
Holder holds this Placement Agent's Warrant or has exercised this Placement
Agent's Warrant and holds Common Stock, by written notice at least 30 days prior
to the filing of any registration statement under the Act, covering any

                                       3

<PAGE>

securities of the Company, for its own account or for the account of others, and
will until January 9, 2005, upon the request of the Holder, include in any such
registration statement such information as may be required to permit a public
offering of any of the Placement Agent's Warrant's and/or the Common Stock
issuable upon exercise of this Placement Agent's Warrant or upon exercise of the
Warrants issuable upon exercise of this Placement Agent's Warrant hereunder (the
"Registerable Securities"), except for any registration statement filed by the
Company on Forms S-4 or S-8 or any other comparable form or any registration
statement relating to Common Stock underlying employee stock options. The
Company shall supply prospectuses in order to facilitate the public sale or
other disposition of the Registerable Securities and shall take any and all
reasonable actions which may be necessary to enable such Holder to consummate
the public sale of the Registerable Securities, and furnish indemnification in
the manner provided in Paragraph 6 hereof. The Holder shall furnish information
reasonably requested by the Company in accordance with such registration
statements or amendments thereto, including its intentions with respect thereto,
and shall furnish indemnification as set forth in Paragraph 6. The Company shall
continue to advise the Holders of the Registerable Securities of its intention
to file a registration statement or amendment pursuant to this Paragraph 5(a)
until the earlier of (i) January 9, 2005; or (ii) such time as all of the
Registerable Securities have been registered and sold under the Act.

     (b) If the Registerable Securities have not been registered for sale by the
Company under paragraph 5 (a) by January 9, 2001, then at any time commencing
after the Closing Date through and including January 9, 2005, if the Company at
any time has any securities registered under the Act or the Securities Exchange
Act of 1934, the Holders of the Placement Agent's Warrants and/or Common Stock
underlying same representing a "Majority" (as hereinafter defined) of such
securities (assuming the exercise of all of the Placement Agent's Warrants)
shall have the right (which right is in addition to the registration rights
under Section 5 (a) hereof), on one (1) occasion, exercisable by written notice
to the Company, to demand that the Company prepare and file with the Commission,
a registration statement and such other documents, including a prospectus, as
may be necessary in the opinion of both counsel for the Company and counsel for
the Placement Agent and Holders, in order to comply with the provisions of the
Act, so as to permit a public offering and sale of their respective Common Stock
underlying same for 120 consecutive days by such Holders and any other Holders
of the Placement Agent's Warrants and/or Common Stock underlying same who notify
the Company within ten (10) days after receiving notice from the Company of such
request.

     (c) The Company covenants and agrees to give written notice of any
registration request under this Section 5 by any Holder or Holders to all other
registered Holders of the Placement Agent's Warrants and the Common Stock
underlying same within ten (10) days from the date of the receipt of any such
registration request.

     (d) Notwithstanding anything to the contrary contained herein, if the
Company shall not have filed a registration statement for the Registerable
Securities within the time period specified in Section 5(e) hereof pursuant to
the written notice specified in Section 5(b) of a Majority of the Holders of the
Placement Agent's Warrants and/or shares of Common Stock underlying same, the

                                       4

<PAGE>


Company agrees that upon the written notice of election of a Majority of the
Holders of the Placement Agent's Warrants and/or Common Stock underlying same it
shall repurchase (i) any and all of the Securities underlying the Placement
Agent's Warrants at the higher of the Market Price per share of Common Stock on
the date of the notice sent pursuant to Section 5(b) or the expiration of the
period specified in Section 5 (e). Such repurchase shall be in immediately
available funds and shall close within two (2) days after the later of (i) the
expiration of the period specified in Section 5 (b) or (ii) the delivery of the
written notice of election specified in this Section 5 (d).

     (e) The Company shall use its best efforts to file a registration statement
within thirty (30) days of receipt of any demand therefore, shall use its best
efforts to have any registration statement declared effective at the earliest
possible time, and shall furnish each Holder desiring to sell the Registerable
Securities, such number of prospectuses as shall reasonably be requested.

     (f) The Company shall pay all costs (excluding fees and expenses of
Holder(s) counsel and any underwriting or selling commissions), fees and
expenses in connection with all registration statements filed pursuant to
Section 5(a) and the request of Holders (if any) pursuant to Section 5(b)
including, without limitation, the Company's legal and accounting fees, printing
expenses, and blue sky fees and expenses (limited to not more than 5 states). If
the Company shall fail to comply with the provisions of Section 5, the Company
shall, in addition to any other equitable or other relief available to the
Holder(s), be liable for any or all incidental, special and consequential
damages and damages due to loss of profit sustained by the Holder(s) requesting
registration of their Registerable Securities.

     (g) The Company will take all necessary action which may be required in
qualifying or registering the Registerable Securities included in a registration
statement for offering and sale under the securities or blue sky laws of such
states as reasonably are requested by the Holder(s). The Holders shall pay the
expenses of registering in more than 5 states.

     (h) Nothing contained in this Agreement shall be construed as requiring the
Holder(s) to exercise their Placement Agent's Warrants prior to the initial
filing of any registration statement or the effectiveness thereof.

     (i) The Company shall furnish to each Holder participating in the offering
and to each underwriter, if any, a signed counterpart, addressed to such Holder
or underwriter, of (i) an opinion of counsel to the Company, dated the effective
date of such registration statement (and, if such registration includes an
underwritten public offering, an opinion dated the date of the closing under the
underwriting agreement), and (ii) a "cold comfort" letter dated the effective
date of such registration statement (and, if such registration includes an
underwritten public offering, a letter dated the date of the closing under the
underwriting agreement) signed by the independent public accountants who have
issued a report on the Company's financial statements included in such
registration statement, in each case covering substantially the same matters
with respect to such registration statement (and the prospectus included
therein) and, in the case of such accountants' letter, with respect to events
subsequent to the date of such financial statements, as are customarily covered
in opinions of issuer's counsel and in accountants' letters delivered to
underwriters in underwritten public offerings of securities.

                                       5

<PAGE>


     (j) The Company shall as soon as practicable after the effective date of
the registration statement, and in any event within 15 months thereafter, have
made "generally available to its security holders" (within the meaning of Rule
158 under the Act) an earnings statement (which need not be audited) complying
with Section 11(a) of the Act and covering a period of at least 12 consecutive
months beginning after the effective date of the registration statement.

     (k) The Company shall deliver promptly to each Holder participating in the
offering requesting the correspondence and memoranda described below, and the
managing underwriters, if any, copies of all correspondence between the
Commission and the Company, its counsel or auditors and all memoranda relating
to discussions with the Commission or its staff with respect to the registration
statement and permit each Holder and underwriter to do such investigation, upon
reasonable advance notice, with respect to information contained in or omitted
from the registration statement as it deems reasonably necessary to comply with
applicable securities laws or rules of the National Association of Securities
Dealers, Inc. ("NASD"). Such investigation shall include access to books,
records and properties and opportunities to discuss the business of the Company
with its officers and independent auditors, all to such reasonable extent and at
such reasonable times and as often as any such Holder shall reasonably request.

     (l) The Company shall enter into an underwriting agreement with the
managing underwriters selected for such underwriting, if any, the Holders of the
Placement Agent's Warrants and/or Common Stock underlying same representing a
Majority of such securities (assuming the exercise of all of the Placement
Agent's Warrants) requested to be included in such underwriting. Such agreement
shall be satisfactory in form and substance to the Company, each Holder and any
such managing underwriters, and shall contain such representations, warranties
and covenants by the Company and such other terms as are customarily contained
in agreements of that type used by the managing underwriter.

     The Holders shall be parties to any underwriting agreement relating to an
underwritten sale of their Registerable Securities and may, at their option,
require that any or all the representations, warranties and covenants of the
Company to or for the benefit of such underwriters shall also be made to and for
the benefit of such Holders. Such Holders shall not be required to make any
representations or warranties to or agreements with the Company or the
underwriters except as they may relate to such Holders, their intended methods
of distribution, and except for matters related to disclosures with respect to
such Holders, contained or required to be contained, in such registration
statement under the Act and the rules and regulations thereunder.

     (m) For purposes of this Section 5, the term "Majority" in reference to the
Holders of Placement Agent's Warrants, shall mean in excess of fifty percent
(50%) of the then outstanding Placement Agent's Warrants assuming full exercise
thereof that (i) are not held by the Company, an affiliate, officer, creditor,
employee or agent thereof or any of their respective affiliates, members of

                                       6

<PAGE>

their families, persons acting as nominees or in conjunction therewith, or (ii)
have not been resold to the public pursuant to Rule 144 under the Act or a
registration statement filed with the Commission under the Act.

     6. Indemnification.
        ---------------

     (a) Whenever pursuant to Paragraph 5, a registration statement relating to
any Registerable Securities is filed under the Act, amended or supplemented, the
Company will indemnify and hold harmless each Holder of the Registerable
Securities covered by such registration statement, amendment or supplement (such
holder hereinafter referred to as the "Distributing Holder"), each person, if
any, who controls (within the meaning of the Act) the Distributing Holder, and
each officer, employee, partner or agent of the Distributing Holder, if the
Distributing Holder is a broker or dealer, against any losses, claims, damages
or liabilities, joint or several, to which the Distributing Holder may become
subject under the Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of any material fact contained in
any such registration statement or any preliminary prospectus or final
prospectus constituting a part thereof or any amendment or supplement thereto,
or arise out of or are based upon the omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading; and will reimburse the Distributing Holder for any legal or other
expenses reasonably incurred by the Distributing Holder, in connection with
investigating or defending any such loss, claim, damage, liability or action;
provided, however, that the Company will not be liable in any such case (i) to
the extent that any such loss, claim, damage or liability arises out of or is
based upon an untrue statement or alleged untrue statement or omission or
alleged omission made in said registration statement, said preliminary
prospectus, said final prospectus or said amendment or supplement in reliance
upon and in conformity with written information furnished by such Distributing
Holder each person, if any, who controls (within the meaning of the Act) the
Distributing Holder, and each officer, employee, partner or agent of the
Distributing Holder, any other Distributing Holder or any such underwriter for
use in the preparation thereof, and (ii) such losses, claims, damages or
liabilities arise out of or are based upon any actual or alleged untrue
statement or omission made in or from any preliminary prospectus, but corrected
in the final prospectus, as amended or supplemented.

     (b) Whenever pursuant to Paragraph 5 a registration statement relating to
the Registerable Securities is filed under the Act, or is amended or
supplemented, the Distributing Holder will indemnify and hold harmless the
Company, each of its directors, each of its officers who have signed said
registration statement and such amendments and supplements thereto, and each
person, if any, who controls the Company (within the meaning of the Act) and
each officer, employee, partner or agent of the Company against any losses,
claims, damages or liabilities to which the Company or any such director,
officer, controlling person, employee, partner or agent may become subject under
the Act or otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon any untrue or alleged
untrue statement of any material fact contained in any such registration
statement or any preliminary prospectus or final prospectus constituting a part
thereof, or any amendment or supplement thereto, or arise out of or are based

                                       7

<PAGE>


upon the omission or the alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, in each case to the extent, but only to the extent that such untrue
statement or alleged untrue statement or omission was made in said registration
statement, said preliminary prospectus, said final prospectus or said amendment
or supplement in reliance upon and in conformity with written information
furnished by such Distributing Holder for use in the preparation thereof; and
will reimburse the Company or any such director, officer, controlling person,
employee, partner or agent for any legal or other expenses reasonably incurred
by them in connection with investigating or defending any such loss, claim,
damage, liability or action.

     (c) Promptly after receipt by an indemnified party under this Paragraph 6
of notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against any indemnifying party, give the
indemnifying party notice of the commencement thereof; but the omission to so
notify the indemnifying party will not relieve it from any liability which it
may have to any indemnified party otherwise than under this Paragraph 6.

     (d) In case any such action is brought against any indemnified party, and
it notifies an indemnifying party of the commencement thereof, the indemnifying
party will be entitled to participate in, and, to the extent that it may wish,
jointly with any other indemnifying party similarly notified, to assume the
defense thereof with counsel reasonably satisfactory to such indemnified party,
and after notice from the indemnifying party to such indemnified party of its
election to so assume the defense thereof, the indemnifying party will not be
liable to such indemnified party under this Paragraph 6 for any legal or other
expenses subsequently incurred by such indemnified party in connection with the
defense thereof other than reasonable costs of investigation.

     7. Adjustments of Purchase Price and Number of Shares.
        --------------------------------------------------

     (a) Computation of Adjusted Price. Except as hereinafter provided, in case
the Company shall at any time after the date hereof issue or sell any shares of
Common Stock (other than the issuance or sales referred to in Section (7)(f)
hereof), including shares held in the Company's treasury and shares of Common
Stock issued upon the exercise of any warrants, rights or options to subscribe
for shares of Common Stock (other than the issuances or sales of Common Stock
pursuant to rights to subscribe for such Common Stock distributed to all the
shareholders of the Company and Holders) and shares of Common Stock issued upon
the direct or indirect conversion or exchange of securities for shares of Common
Stock, for a consideration per share less than one dollar ($1.00) per share or
the fair market value in effect immediately prior to the issuance or sale of
such shares or without consideration, then forthwith upon such issuance or sale,
the Share Exercise Price shall (until another such issuance or sale) be reduced
to the price (calculated to the nearest full cent) equal to the quotient derived
by dividing (A) an amount equal to the sum of (X) the product of (a) the total
number of shares of Common Stock outstanding immediately prior to such issuance
or sale, multiplied by (b) the Share Exercise Price, in effect immediately prior
to such issuance or sale, by (B) the total number of shares of Common Stock

                                       8

<PAGE>


outstanding immediately after such issuance or sale; provided, however, that in
no event shall the Share Exercise Price be adjusted pursuant to this computation
to an amount in excess of the Share Exercise Price in effect immediately prior
to such computation, except in the case of a combination of outstanding shares
of Common Stock, as provided by Section (7)(c) hereof.

     For the purposes of any computation to be made in accordance with this
Section (7)(a), the following provisions shall be applicable:

          (i) In case of the issuance or sale of shares of Common Stock for a
consideration part or all of which shall be cash, the amount of the cash
consideration therefore shall be deemed to be the amount of cash received by the
Company for such shares (or, if shares of Common Stock are offered by the
Company for subscription, the subscription price, or, if such securities shall
be sold to underwriters or dealers for public offering without a subscription
offering, the public offering price) before deducting therefrom any compensation
paid or discount allowed in the sale, underwriting or purchase thereof by
underwriters or dealers or others performing similar services, or any expenses
incurred in connection therewith.

          (ii) In case of the issuance or sale (otherwise than as a dividend or
other distribution on any stock of the Company) of shares of Common Stock for a
consideration part or all of which shall be other than cash, the amount of the
consideration therefore other than cash shall be deemed to be the value of such
consideration as determined in good faith by the Board of Directors of the
Company.

          (iii) Shares of Common Stock issuable by way of dividend or other
distribution on any stock of the Company shall be deemed to have been issued
immediately after the opening of business on the day following the record date
for the determination of shareholders entitled to receive such dividend or other
distribution and shall be deemed to have been issued without consideration.

          (iv) The reclassification of securities of the Company other than
shares of Common Stock into securities including shares of Common Stock shall be
deemed to involve the issuance of such shares of Common Stock for a
consideration other than cash immediately prior to the close of business on the
date fixed for the determination of security holders entitled to receive such
shares, and the value of the consideration allocable to such shares of Common
Stock shall be determined as provided in subsection (ii) of this Section (7)(a).

          (v) The number of shares of Common Stock at any one time outstanding
shall include the aggregate number of shares issued or issuable upon the
exercise of warrants, rights, options and upon the conversion or exchange of
convertible or exchangeable securities.

     (b) Warrants, Rights, Options and Convertible and Exchangeable Securities.
Except in the case of the Company issuing rights to subscribe for shares of
Common Stock distributed to all the shareholders of the Company and Holders of
Warrants, if the Company shall, at any time after the date hereof issue

                                       9

<PAGE>


warrants, rights or options to subscribe for shares of Common Stock, or issue
any securities convertible into or exchangeable for shares of Common Stock (i)
for a consideration per share less than one dollars ($1.00) per share or the
fair market value in effect immediately prior to the issuance of such warrants,
rights or options, or such convertible or exchangeable securities or (ii)
without consideration, the Share Exercise Price in effect immediately prior to
the issuance of such warrants, rights or options, or such convertible or
exchangeable securities, as the case may be, shall be reduced to a price
determined by making a computation in accordance with the provisions of Section
(7)(a) hereof, provided that:

               (1) The aggregate maximum number of shares of Common Stock as the
case may be, issuable under all the outstanding warrants, rights or options
shall be deemed to be issued and outstanding at the time all such outstanding
warrants, rights or options were issued, and for a consideration equal to the
minimum exercise price per share provided for in the warrants, rights or options
at the time of issuance, plus the consideration (determined in the same manner
as consideration received on the issue or sale of shares in accordance with the
terms of such warrants, rights or options), if any, received by the Company for
such warrants, rights or options, and if no minimum exercise price is provided
in the warrants, rights or options, then the consideration shall be equal to
zero; provided, however, that upon the expiration or other termination of such
warrants, rights or options, if any thereof shall not have been exercised, the
number of shares of Common Stock deemed to be issued and outstanding pursuant to
this subsection (A) shall be reduced by such number of shares as to which
warrants, warrants and/or options shall have expired or terminated unexercised,
and such number of shares shall no longer be deemed to be issued and
outstanding, and the Share Exercise Price then in effect shall forthwith be
readjusted and thereafter be the price which it would have been had adjustment
been made on the basis of the issuance only of shares actually issued or
issuable upon the exercise of those warrants, rights or options as to which the
exercise rights shall not have expired or terminated unexercised.

               (2) The aggregate maximum number of shares of Common Stock
issuable upon conversion or exchange of any convertible or exchangeable
securities shall be deemed to be issued and outstanding at the time of issuance
of such securities, and for a consideration equal to the consideration
(determined in the same manner as consideration received on the issue or sale of
shares of Common Stock in accordance with the terms of such convertible or
exchangeable securities) received by the Company for such securities, plus the
minimum consideration, if any, receivable by the Company upon the conversion or
exchange thereof; provided, however, that upon the expiration or termination of
the right to convert or exchange such convertible or exchangeable securities
(whether by reason of redemption or otherwise), the number of shares deemed to
be issued and outstanding pursuant to this subsection (B) shall be reduced by
such number of shares as to which the conversion or exchange rights shall have
expired or terminated unexercised, and such number of shares shall no longer be
deemed to be issued and outstanding and the Share Exercise Price and then in
effect shall forthwith be readjusted and thereafter be the price which it would
have been had adjustment been made on the basis of the issuance only of the
shares actually issued or issuable upon the conversion or exchange of those
convertible or exchangeable securities as to which the conversion or exchange
rights shall not have expired or terminated unexercised.

                                       10

<PAGE>


               (3) If any change shall occur in the price per share provided for
in any of the warrants, rights or options referred to in subsection (A) of this
Section (7)(b), or in the price per share at which the securities referred to in
subsection (B) of this Section (7)(b) are convertible or exchangeable, the
warrants, rights or options or conversion or exchange rights, as the case may
be, shall be deemed to have expired or terminated on the date when such price
change became effective in respect of shares not theretofore issued pursuant to
the exercise conversion or exchange thereof, and the Company shall be deemed to
have issued upon such date new warrants, rights or options or convertible or
exchangeable securities at the new price in respect of the number of shares
issuable upon the exercise of such warrants, rights or options or the conversion
or exchange of such convertible or exchangeable securities.

          (c) Subdivision and Combination. In case the Company shall at any time
subdivide the outstanding shares of Common Stock, the Share Exercise Price shall
forthwith be proportionately increased or decreased.

          (d) Adjustment in Number of Shares. Upon each adjustment of the Share
Exercise Price pursuant to the provisions of this Section (7), the number of
Shares issuable upon the exercise of this Placement Agent's Warrant and Shares
issuable upon exercise of the Warrants (the "Warrant Shares") shall be adjusted
to the nearest full Security by multiplying a number equal to the Share Exercise
Price in effect immediately prior to such adjustment by the number of Shares
issuable upon exercise of this Placement Agent's Warrant and the Warrants,
respectively, immediately prior to such adjustment and dividing the product so
obtained by the adjusted Share Exercise Price.

          (e) Reclassification. Consolidation, Merger, etc. In case of any
reclassification or change of the outstanding shares of Common Stock (other than
a change in par value to no par value, or from no par value to par value, or as
a result of a subdivision or combination), or in the case of any consolidation
of the Company with, or merger of the Company into, another corporation (other
than a consolidation or merger in which the Company is the surviving corporation
and which does not result in any reclassification or change of the outstanding
shares of Common Stock, except a change as a result of a subdivision or
combination of such shares or a change in par value, as aforesaid), or in the
case of a sale or conveyance to another corporation of all or a substantial part
of the property of the Company, the Holder shall thereafter have the right to
purchase the kind and number of shares of stock and other securities and
property receivable upon such reclassification, change, consolidation, merger,
sale or conveyance as if the Holder were the owner of the shares of Common Stock
underlying this Placement Agent's Warrants and Warrant Shares immediately prior
to any such events at a price equal to the product of (x) the number of shares
issuable upon exercise of the Placement Agent's Warrants, and (y) the Share
Exercise Price in effect immediately prior to the record date for such
reclassification, change, consolidation, merger, sale or conveyance as if such
Holder had exercised the Placement Agent's Warrant and Warrants; provided,
however, that nothing contained herein shall cause the number of Securities
issuable upon exercise of this Placement Agent's Warrant to be decreased in the
event of a combination of shares upon any such reclassification, change,
consolidation, merger, sale or conveyance.

                                       11

<PAGE>


          (f) Adjustment of Purchase Price in Certain Cases. No adjustment of
the Purchase Price shall be made: (i) upon the issuance or sale of shares of
Common Stock upon the exercise of warrants and options or conversion of
convertible securities outstanding as of the date hereof; or (ii) upon the
issuance of options granted prior to the date hereof pursuant to any of the
Company's stock option plan (the "Plan"); or (iii) upon the issuance of warrants
to purchase Common Stock, with an exercise price equal to not less than the fair
market value of the Common Stock on the date the options were granted pursuant
to the Plan subsequent to the date hereof or the sale of any shares of Common
Stock pursuant to the exercise of any such warrants; or (iv) upon the issuance
of any shares of capital stock to the Company by any of its subsidiaries.

          (g) Dividends and Other Distributions with Respect to Outstanding
Securities. In the event that the Company shall at any time prior to the
exercise of all Warrants declare a dividend (other than a dividend consisting
solely of shares of Common Stock or a cash dividend or distribution payable out
of current or retained earnings) or otherwise distribute to its shareholders any
monies, assets, property, rights, evidences of indebtedness, securities (other
than shares of Common Stock), whether issued by the Company or by another person
or entity, or any other thing of value, the Holder or Holders of the unexercised
Placement Agent's Warrants shall thereafter be entitled, in addition to the
shares of Common Stock or other securities receivable upon the exercise thereof,
to receive, upon the exercise of such Placement Agent's Warrants, the same
monies, property, assets, rights, evidences of indebtedness, securities or any
other thing of value that they would have been entitled to receive at the time
of such dividend or distribution. At the time of any such dividend or
distribution, the Company shall make appropriate reserves to ensure the timely
performance of the provisions of this Subsection (7)(g).

          (h) Fractional Shares. As to any fraction of a share which the holder
of this Warrant would be entitled to purchase upon exercise of this Placement
Agent's Warrant, the Company shall pay, in lieu of such fractional interest, an
amount in cash equal to the current market value of such fractional interest, to
the nearest one-hundredth of a share computed on the basis of the Market Price,
as set forth below. The Holder, by his acceptance hereof, expressly waives any
right to receive any fractional share of stock or fractional Warrant upon
exercise of this Placement Agent's Warrant.

     As used herein, the phrase "Market Price" at any date shall be deemed to be
the average of the last reported sale prices for the last three (3) trading days
prior to such date, in either case as officially reported by the principal
securities exchange on which the Common Stock is listed or admitted to trading
or as reported in NASDAQ, or, if the Common Stock is not listed or admitted to
trading on any national securities exchange or quoted on NASDAQ, the average of
the closing bid prices for the last three (3) trading days prior to such date as
furnished by the National Association of Securities Dealers, Inc., through
NASDAQ or similar organization if NASDAQ is no longer reporting such
information, or if the Common Stock is not quoted on NASDAQ, as determined in
good faith by resolution of the Board of Directors of the Company, based on the
best information available to it.

                                       12

<PAGE>


          (i) Warrant Certificate After Adjustment. Irrespective of any change
pursuant to this Section (7) in the Share Exercise Price or in the number, kind
or class of shares or other securities or other property obtainable upon
exercise of this Placement Agent's Warrant, this Placement Agent's Warrant may
continue to express as the Share Exercise Price and as the number of Shares
obtainable upon exercise, the same price and number of shares as are stated
herein.

          (j) Statement of Calculation. Whenever the Share Exercise Price shall
be adjusted pursuant to the provisions of this Section (7), the Company shall
forthwith file at its principal office, a statement signed by an executive
officer of the Company specifying the adjusted Share Exercise Price determined
as above provided in such section and a certificate of the independent public
accountants regularly retained by the Company. Such statement shall show in
reasonable detail the method of calculation of such adjustment and the facts
requiring the adjustment and upon which the calculation is based. The Company
shall forthwith cause a notice setting forth the adjusted Share Exercise Price
to be sent by certified mail, return receipt requested, postage prepaid, to the
Holder.

     8. Definition of "Common Stock."
        ----------------------------

     For the purpose of this Placement Agent's Warrant, the term "Common Stock"
shall mean, in addition to the class of stock designated as the Common Stock of
the Company on the date hereof, any class of stock resulting from successive
changes or reclassifications of the Common Stock consisting solely of changes in
par value, or from par value to no par value, or from no par value to par value.
If at any time, as a result of an adjustment made pursuant to one or more of the
provisions of Section (7) hereof, the shares of stock or other securities or
property obtainable upon exercise of this Placement Agent's Warrant shall
include securities of the Company other than shares of Common Stock or
securities of another corporation, then thereafter the amount of such other
securities so obtainable shall be subject to adjustment from time to time in a
manner and upon terms as nearly equivalent as practicable to the provisions with
respect to Common Stock contained in Section (7) hereof and all other provisions
of this Placement Agent's Warrant with respect to Common Stock shall apply on
like terms to any such other shares or other securities.

     9. Miscellaneous.
        --------------

          (a) This Placement Agent's Warrant shall be governed by and in
accordance with the laws of the Florida

          (b) All notices, requests, consents and other communications hereunder
shall be made in writing and shall be deemed to have been duly made when
delivered, or mailed by registered or certified mail, return receipt requested:
(i) if to a Holder, to the address of such Holder as shown on the books of the
Company, or (ii) if to the Company, Medgrup Corporation 1880 Willow Park Way,
Monument, Colorado 80132.

          (c) The Company and the Placement Agent may from time to time
supplement or amend this Placement Agent's Warrant without the approval of any
other Holders in order to cure any ambiguity, to correct or supplement any

                                       13

<PAGE>


provision contained herein which may be defective or inconsistent with any
provisions herein, or to make any other provisions in regard to matters or
questions arising hereunder which the Company and the Placement Agent may deem
necessary or desirable and which the Company and the Placement Agent deem not to
adversely affect the interest of the Holders, provided all such supplements,
amendments and/or other provisions shall be in writing.

          (d) All the covenants and provisions of this Placement Agent's Warrant
by or for the benefit of the Company and the Holders inure to the benefit of
their respective successors and assigns hereunder.

          (e) Nothing in this Placement Agent's Warrant shall be construed to
give to any person or corporation other than the Company and the Placement Agent
and any other registered Holder or Holders, any legal or equitable right and
that any such right is for the sole and exclusive benefit of the Company and the
Placement Agent and any other Holder or Holders.

          (f) This Placement Agent's 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 such counterparts shall together constitute but one and the
same instrument.

     IN WITNESS WHEREOF, the President and Chief Executive Officer of the
Company has caused this Placement Agent's Warrant to be signed by its duly
authorized officer and this Placement Agent's Warrant to be dated January 10,
2000.



                                               MEDGRUP CORPORATION


                                                 /s/ William D. Cronin
                                               Name:
                                               Title:  President and
                                                       Chief Executive Officer

                                       14


<PAGE>

                                  PURCHASE FORM
                                  -------------



       (To be signed only upon exercise of the Placement Agent's Warrant)


     The undersigned, the Holder of the foregoing Placement Agent's Warrant,
hereby irrevocably elects to exercise the purchase rights represented by such
Placement Agent's Warrant for, and to purchase thereunder, ______ shares of
Common Stock of Medgrup Corporation and herewith makes payment of $________
thereof, and requests that the certificates for Common Stock be issued in the
name(s) of, and delivered to whose address(es) is (are)
___________________________________________________________


Dated: __________________


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


-------------------------
Address


                                       15
<PAGE>



                                  TRANSFER FORM
                                  -------------




       (To be signed only upon transfer of the Placement Agent's Warrant)



     For value received, the undersigned hereby sells, assigns, and transfers
unto _____________________ the right to purchase shares of Common Stock of
Medgrup Corporation represented by the foregoing Placement Agent's Warrant to
the extent of __________ shares of Common Stock and appoints ________________,
attorney to transfer such rights on the books of ________________, with full
power of substitution in the premises.

Dated: __________________


-------------------------
(name of holder)

-------------------------
Address

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


In the presence of:

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

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




                                       16