Exhibit 10.5


                                     WARRANT
                                     -------

THE SECURITIES  REPRESENTED BY THIS WARRANT HAVE NOT BEEN  REGISTERED  UNDER THE
SECURITIES ACT OF 1933, AS AMENDED,  OR APPLICABLE  STATE  SECURITIES  LAWS. THE
SECURITIES  HAVE BEEN ACQUIRED FOR  INVESTMENT  AND MAY NOT BE OFFERED FOR SALE,
SOLD,  TRANSFERRED  OR  ASSIGNED  IN THE  ABSENCE OF AN  EFFECTIVE  REGISTRATION
STATEMENT FOR THE SECURITIES  UNDER THE  SECURITIES ACT OF 1933, AS AMENDED,  OR
APPLICABLE  STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL IN A FORM REASONABLY
SATISFACTORY  TO THE ISSUER THAT  REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR
APPLICABLE  STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID
ACT.  NOTWITHSTANDING  THE FOREGOING,  THIS WARRANT MAY BE PLEDGED IN CONNECTION
WITH A BONA FIDE MARGIN ACCOUNT.


                           TELEPLUS ENTERPRISES, INC.


                        WARRANT TO PURCHASE COMMON STOCK

Warrant No.: TLPE-005                                Number of Shares: 5,000,000

Date of Issuance: July 28, 2006

Teleplus  Enterprises,  Inc.,  a  Nevada  corporation  (the  "Company"),  hereby
certifies that, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged,  CORNELL CAPITAL PARTNERS, LP ("Cornell"), the
registered holder hereof or its permitted assigns,  is entitled,  subject to the
terms set forth  below,  to purchase  from the Company  upon  surrender  of this
Warrant,  at any time or times on or after the date hereof,  but not after 11:59
P.M.  Eastern  Time on the  Expiration  Date (as defined  herein)  Five  Million
(5,000,000)  fully paid and  nonassessable  shares of Common  Stock (as  defined
herein) of the Company (the  "Warrant  Shares") at the exercise  price per share
provided in Section 1(b) below or as subsequently adjusted;  provided,  however,
that in no event shall the holder be entitled  to  exercise  this  Warrant for a
number of Warrant Shares in excess of that number of Warrant Shares which,  upon
giving effect to such  exercise,  would cause the aggregate  number of shares of
Common Stock beneficially owned by the holder and its affiliates to exceed 4.99%
of the outstanding  shares of the Common Stock  following such exercise,  except
within sixty (60) days of the Expiration Date (however,  such restriction may be
waived by Cornell  (but only as to itself and not to any other  holder) upon not
less than 65 days prior notice to the  Company).  For purposes of the  foregoing
provision,  the aggregate number of shares of Common Stock beneficially owned by
the holder and its affiliates shall include the number of shares of Common Stock
issuable upon  exercise of this Warrant with respect to which the  determination
of such  provision is being made, but shall exclude shares of Common Stock which
would be issuable  upon (i)  exercise  of the  remaining,  unexercised  Warrants
beneficially  owned  by the  holder  and its  affiliates  and (ii)  exercise  or
conversion of the unexercised or unconverted  portion of any other securities of
the  Company  beneficially  owned by the holder and its  affiliates  (including,
without  limitation,  any  convertible  notes or preferred  stock)  subject to a
limitation  on  conversion  or exercise  analogous to the  limitation  contained
herein.  Except as set forth in the  preceding  sentence,  for  purposes of this
paragraph,  beneficial  ownership shall be calculated in accordance with Section
13(d) of the Securities  Exchange Act of 1934, as amended.  For purposes of this
Warrant,  in  determining  the number of  outstanding  shares of Common  Stock a
holder may rely on the number of outstanding shares of Common Stock as reflected
in (1) the Company's most recent Form 10-QSB or Form 10-KSB, as the case may be,
(2) a more recent public  announcement by the Company or (3) any other notice by
the Company or its transfer  agent  setting forth the number of shares of Common
Stock  outstanding.  Upon the written  request of any holder,  the Company shall
promptly,  but in no event later than one (1) Business Day following the receipt
of such  notice,  confirm in writing to any such  holder the number of shares of
Common Stock then outstanding.  In any case, the number of outstanding shares of
Common Stock shall be determined after giving effect to the exercise of Warrants
(as defined below) by such holder and its affiliates  since the date as of which
such number of outstanding shares of Common Stock was reported.


<PAGE>

This  Warrant  is the common  stock  purchase  warrant  (the  "Warrant")  issued
pursuant to the Securities Purchase Agreement  ("Securities Purchase Agreement")
dated the date hereof  between  the Company and the Buyers  listed on Schedule I
thereto.

Definitions.  The  following  words and terms as used in this Warrant shall have
the following meanings:

"Approved Stock Plan" means any employee benefit plan which has been approved by
the  Board  of  Directors  of the  Company,  pursuant  to  which  the  Company's
securities  may be issued to any  employee,  officer or  director  for  services
provided to the Company.

"Business Day" means any day other than  Saturday,  Sunday or other day on which
commercial  banks in the City of New York are  authorized  or required by law to
remain closed.

"Closing Bid Price" means the closing bid price of Common Stock as quoted on the
Principal  Market (as  reported by  Bloomberg  Financial  Markets  ("Bloomberg")
through its "Volume at Price" function).

"Common Stock" means (i) the Company's common stock, par value $0.001 per share,
and (ii) any capital  stock into which such Common Stock shall have been changed
or any capital stock resulting from a reclassification of such Common Stock.

"Event of  Default"  means an event of  default  under the  Securities  Purchase
Agreement or the Convertible Debentures issued in connection therewith.

"Excluded  Securities" means,  provided such security is issued at a price which
is greater than or equal to the arithmetic  average of the Closing Bid Prices of
the Common Stock for the ten (10) consecutive trading days immediately preceding
the date of issuance,  any of the following:  (a) any issuance by the Company of
securities in connection  with a strategic  partnership  or a joint venture (the
primary  purpose of which is not to raise equity  capital),  (b) any issuance by
the Company of securities as consideration  for a merger or consolidation or the
acquisition of a business,  product,  license, or other assets of another person
or entity and (c) options to purchase shares of Common Stock,  provided (I) such
options are issued  after the date of this  Warrant to  employees of the Company
within  thirty (30) days of such  employee's  starting his  employment  with the
Company,  and  (II) the  exercise  price of such  options  is not less  than the
Closing Bid Price of the Common Stock on the date of issuance of such option.


                                       2
<PAGE>

"Expiration  Date" means the date three (3) years from the Issuance Date of this
Warrant or, if such date falls on a Saturday, Sunday or other day on which banks
are required or  authorized to be closed in the City of New York or the State of
New York or on which  trading does not take place on the  Principal  Exchange or
automated  quotation  system on which the Common Stock is traded (a  "Holiday"),
the next date that is not a Holiday.

"Issuance Date" means the date hereof.

"Options"  means any rights,  warrants or options to  subscribe  for or purchase
Common Stock or Convertible Securities.

"Other  Securities"  means (i) those options and warrants of the Company  issued
prior to, and outstanding on, the Issuance Date of this Warrant, (ii) the shares
of Common Stock issuable on exercise of such options and warrants, provided such
options and warrants are not amended after the Issuance Date of this Warrant and
(iii) the shares of Common Stock issuable upon exercise of this Warrant.

"Person" means an individual,  a limited  liability  company,  a partnership,  a
joint venture,  a corporation,  a trust, an  unincorporated  organization  and a
government or any department or agency thereof.

"Principal  Market"  means  the New York  Stock  Exchange,  the  American  Stock
Exchange,  the Nasdaq National Market, the Nasdaq SmallCap Market,  whichever is
at the time the principal  trading exchange or market for such security,  or the
over-the-counter  market on the  electronic  bulletin board for such security as
reported by  Bloomberg  or, if no bid or sale  information  is reported for such
security by Bloomberg,  then the average of the bid prices of each of the market
makers for such  security  as  reported  in the "pink  sheets"  by the  National
Quotation Bureau, Inc.

"Securities Act" means the Securities Act of 1933, as amended.

"Warrant"  means this Warrant and all Warrants  issued in exchange,  transfer or
replacement thereof.

"Warrant Exercise Price" shall be $0.11 or as subsequently  adjusted as provided
in Section 8 hereof.  Notwithstanding anything to the contrary, upon an Event of
Default, the Warrant Exercise Price shall be $0.05 (or as subsequently  adjusted
as provided in Section 8 hereof).

"Warrant  Shares"  means the shares of Common  Stock  issuable  at any time upon
exercise of this Warrant.

Other Definitional Provisions.

Except as otherwise  specified herein,  all references herein (A) to the Company
shall be deemed to include the Company's  successors  and (B) to any  applicable
law defined or referred to herein shall be deemed  references to such applicable
law as the same may have been or may be  amended  or  supplemented  from time to
time.

When used in this Warrant,  the words  "herein",  "hereof",  and "hereunder" and
words of similar  import,  shall refer to this Warrant as a whole and not to any
provision of this Warrant,  and the words "Section",  "Schedule",  and "Exhibit"
shall refer to Sections of, and Schedules  and Exhibits to, this Warrant  unless
otherwise specified.

Whenever the context so requires,  the neuter  gender  includes the masculine or
feminine, and the singular number includes the plural, and vice versa.


                                       3
<PAGE>

      EXERCISE OF WARRANT.
      --------------------

Subject to the terms and conditions hereof, this Warrant may be exercised by the
holder hereof then registered on the books of the Company, pro rata as
hereinafter provided, at any time on any Business Day on or after the opening of
business on such Business Day, commencing with the first day after the date
hereof, and prior to 11:59 P.M. Eastern Time on the Expiration Date (i) by
delivery of a written notice, in the form of the subscription notice attached as
Exhibit A hereto (the "Exercise Notice"), of such holder's election to exercise
this Warrant, which notice shall specify the number of Warrant Shares to be
purchased, payment to the Company of an amount equal to the Warrant Exercise
Price(s) applicable to the Warrant Shares being purchased, multiplied by the
number of Warrant Shares (at the applicable Warrant Exercise Price) as to which
this Warrant is being exercised (plus any applicable issue or transfer taxes)
(the "Aggregate Exercise Price") in cash or wire transfer of immediately
available funds and the surrender of this Warrant (or an indemnification
undertaking with respect to this Warrant in the case of its loss, theft or
destruction) to a common carrier for overnight delivery to the Company as soon
as practicable following such date ("Cash Basis") or (ii) if at the time of
exercise, the Warrant Shares are not subject to an effective registration
statement or if an Event of Default has occurred, by delivering an Exercise
Notice and in lieu of making payment of the Aggregate Exercise Price in cash or
wire transfer, elect instead to receive upon such exercise the "Net Number" of
shares of Common Stock determined according to the following formula (the
"Cashless Exercise"):

      Net Number = (A x B) - (A x C)
                   -----------------
                           B

            For purposes of the foregoing formula:

            A     = the total  number of Warrant  Shares  with  respect to which
                  this Warrant is then being exercised.

            B     = the  Closing  Bid Price of the  Common  Stock on the date of
                  exercise of the Warrant.

            C     = the Warrant Exercise Price then in effect for the applicable
                  Warrant Shares at the time of such exercise.

      IN THE EVENT OF ANY EXERCISE OF THE RIGHTS  REPRESENTED BY THIS WARRANT IN
COMPLIANCE  WITH THIS SECTION 2, THE COMPANY  SHALL ON OR BEFORE THE FIFTH (5TH)
BUSINESS DAY FOLLOWING THE DATE OF RECEIPT OF THE EXERCISE NOTICE, THE AGGREGATE
EXERCISE PRICE AND THIS WARRANT (OR AN INDEMNIFICATION  UNDERTAKING WITH RESPECT
TO THIS WARRANT IN THE CASE OF ITS LOSS,  THEFT OR DESTRUCTION)  AND THE RECEIPT
OF THE REPRESENTATIONS OF THE HOLDER SPECIFIED IN SECTION 6 HEREOF, IF REQUESTED
BY THE COMPANY (THE "EXERCISE DELIVERY  DOCUMENTS"),  AND IF THE COMMON STOCK IS
DTC ELIGIBLE,  CREDIT SUCH  AGGREGATE  NUMBER OF SHARES OF COMMON STOCK TO WHICH
THE HOLDER SHALL BE ENTITLED TO THE HOLDER'S OR ITS DESIGNEE'S  BALANCE  ACCOUNT
WITH  THE  DEPOSITORY  TRUST  COMPANY;  PROVIDED,  HOWEVER,  IF THE  HOLDER  WHO
SUBMITTED THE EXERCISE NOTICE REQUESTED  PHYSICAL  DELIVERY OF ANY OR ALL OF THE
WARRANT  SHARES,  OR, IF THE COMMON STOCK IS NOT DTC  ELIGIBLE  THEN THE COMPANY
SHALL,  ON OR BEFORE  THE FIFTH  (5TH)  BUSINESS  DAY  FOLLOWING  RECEIPT OF THE
EXERCISE  DELIVERY  DOCUMENTS,  ISSUE  AND  SURRENDER  TO A COMMON  CARRIER  FOR
OVERNIGHT   DELIVERY  TO  THE  ADDRESS  SPECIFIED  IN  THE  EXERCISE  NOTICE,  A
CERTIFICATE,  REGISTERED IN THE NAME OF THE HOLDER,  FOR THE NUMBER OF SHARES OF
COMMON  STOCK TO WHICH THE HOLDER  SHALL BE ENTITLED  PURSUANT TO SUCH  REQUEST.
UPON DELIVERY OF THE EXERCISE NOTICE AND AGGREGATE EXERCISE PRICE REFERRED TO IN
CLAUSE  (I) OR (II)  ABOVE THE  HOLDER OF THIS  WARRANT  SHALL BE DEEMED FOR ALL
CORPORATE  PURPOSES TO HAVE  BECOME THE HOLDER OF RECORD OF THE  WARRANT  SHARES
WITH RESPECT TO WHICH THIS WARRANT HAS BEEN EXERCISED.  IN THE CASE OF A DISPUTE
AS TO THE  DETERMINATION OF THE WARRANT EXERCISE PRICE, THE CLOSING BID PRICE OR
THE  ARITHMETIC  CALCULATION OF THE WARRANT  SHARES,  THE COMPANY SHALL PROMPTLY
ISSUE TO THE HOLDER THE NUMBER OF WARRANT  SHARES THAT IS NOT DISPUTED AND SHALL
SUBMIT THE DISPUTED  DETERMINATIONS OR ARITHMETIC CALCULATIONS TO THE HOLDER VIA
FACSIMILE  WITHIN  ONE (1)  BUSINESS  DAY OF RECEIPT  OF THE  HOLDER'S  EXERCISE
NOTICE.

If the holder and the Company are unable to agree upon the  determination of the
Warrant  Exercise  Price or arithmetic  calculation of the Warrant Shares within
one (1) day of such  disputed  determination  or  arithmetic  calculation  being
submitted to the holder, then the Company shall immediately submit via facsimile
(i) the disputed  determination of the Warrant Exercise Price or the Closing Bid
Price to an independent,  reputable investment banking firm or (ii) the disputed
arithmetic  calculation  of  the  Warrant  Shares  to its  independent,  outside
accountant.  The  Company  shall  cause  the  investment  banking  firm  or  the
accountant,  as the case may be, to perform the  determinations  or calculations
and notify the Company  and the holder of the results no later than  forty-eight
(48)  hours  from  the  time  it  receives   the  disputed   determinations   or
calculations.  Such investment  banking firm's or accountant's  determination or
calculation,  as the case may be,  shall be deemed  conclusive  absent  manifest
error.

Unless the rights  represented  by this Warrant shall have expired or shall have
been fully exercised,  the Company shall, as soon as practicable and in no event
later than five (5)  Business  Days after any  exercise  and at its own expense,
issue a new Warrant  identical in all respects to this Warrant  exercised except
it shall represent  rights to purchase the number of Warrant Shares  purchasable
immediately prior to such exercise under this Warrant exercised, less the number
of Warrant Shares with respect to which such Warrant is exercised.


                                       4
<PAGE>

No fractional Warrant Shares are to be issued upon any pro rata exercise of this
Warrant,  but rather the number of Warrant  Shares  issued upon such exercise of
this Warrant shall be rounded up or down to the nearest whole number.

If the Company or its Transfer  Agent shall fail for any reason or for no reason
to issue to the holder within ten (10) days of receipt of the Exercise  Delivery
Documents, a certificate for the number of Warrant Shares to which the holder is
entitled or to credit the holder's  balance  account with The  Depository  Trust
Company for such number of Warrant  Shares to which the holder is entitled  upon
the holder's  exercise of this Warrant,  the Company  shall,  in addition to any
other remedies under this Warrant or the Placement  Agent Agreement or otherwise
available to such holder,  pay as  additional  damages in cash to such holder on
each day the  issuance  of such  certificate  for  Warrant  Shares is not timely
effected  an amount  equal to 0.025% of the product of (A) the sum of the number
of Warrant  Shares  not issued to the holder on a timely  basis and to which the
holder is  entitled,  and (B) the Closing Bid Price of the Common  Stock for the
trading day immediately preceding the last possible date which the Company could
have issued such Common Stock to the holder without violating this Section 2.

If within ten (10) days after the  Company's  receipt of the  Exercise  Delivery
Documents,  the  Company  fails to  deliver a new  Warrant to the holder for the
number of Warrant Shares to which such holder is entitled  pursuant to Section 2
hereof,  then, in addition to any other available remedies under this Warrant or
the  Placement  Agent  Agreement,  or otherwise  available  to such holder,  the
Company shall pay as additional damages in cash to such holder on each day after
such  tenth  (10th)  day that such  delivery  of such new  Warrant is not timely
effected in an amount equal to 0.25% of the product of (A) the number of Warrant
Shares  represented by the portion of this Warrant which is not being  exercised
and (B)  the  Closing  Bid  Price  of the  Common  Stock  for  the  trading  day
immediately preceding the last possible date which the Company could have issued
such Warrant to the holder without violating this Section 2.

Forced  Exercise by the Company.  At the option of the Company,  the Company may
force  Cornell to exercise the Warrant at an price equal to $0.20  provided that
(i) the Company's Common Stock is trading at $0.30 or higher for a period of ten
(10)  consecutive  Trading Days  immediately  prior to such  exercise,  (ii) the
trading volume during those ten (10) Trading Days exceeds Four Hundred  Thousand
(400,000)  shares  per day,  (iii) the  Warrant  Shares are  registered  and the
registration  statement is declared  effective and (iv) such forced  exercise by
the  Company  shall  not cause the  aggregate  number of shares of Common  Stock
beneficially  owned by the  holder  and its  affiliates  to exceed  4.99% of the
outstanding shares of the Common Stock following such exercise.

      COVENANTS AS TO COMMON STOCK.  THE COMPANY HEREBY  COVENANTS AND AGREES AS
FOLLOWS:


This Warrant is, and any Warrants issued in  substitution  for or replacement of
this Warrant will upon issuance be, duly authorized and validly issued.

All  Warrant  Shares  which  may be  issued  upon  the  exercise  of the  rights
represented by this Warrant will, upon issuance,  be validly issued,  fully paid
and nonassessable and free from all taxes, liens and charges with respect to the
issue thereof.

During the period  within  which the rights  represented  by this Warrant may be
exercised,  the Company will at all times have  authorized and reserved at least
one hundred  percent  (100%) of the number of shares of Common  Stock  needed to
provide for the exercise of the rights then  represented by this Warrant and the
par  value  of said  shares  will at all  times  be less  than or  equal  to the
applicable  Warrant  Exercise  Price. If at any time the Company does not have a
sufficient  number of shares of Common Stock authorized and available,  then the
Company shall call and hold a special meeting of its  stockholders  within sixty
(60)  days of that  time  for the sole  purpose  of  increasing  the  number  of
authorized shares of Common Stock.


                                       5
<PAGE>

If at any time after the date  hereof  the  Company  shall  file a  registration
statement,  the Company shall include the Warrant Shares issuable to the holder,
pursuant to the terms of this Warrant and shall  maintain,  so long as any other
shares of Common Stock shall be so listed,  such  listing of all Warrant  Shares
from time to time issuable  upon the exercise of this  Warrant;  and the Company
shall  so list on each  national  securities  exchange  or  automated  quotation
system, as the case may be, and shall maintain such listing of, any other shares
of capital  stock of the Company  issuable  upon the exercise of this Warrant if
and so long as any  shares of the same  class  shall be listed on such  national
securities exchange or automated quotation system.

The Company will not, by amendment of its Articles of  Incorporation  or through
any  reorganization,  transfer of assets,  consolidation,  merger,  dissolution,
issue or sale of securities,  or any other  voluntary  action,  avoid or seek to
avoid  the  observance  or  performance  of any of the terms to be  observed  or
performed  by it  hereunder,  but will at all times in good faith  assist in the
carrying out of all the provisions of this Warrant and in the taking of all such
action as may  reasonably be requested by the holder of this Warrant in order to
protect the exercise privilege of the holder of this Warrant against dilution or
other  impairment,  consistent  with the tenor and purpose of this Warrant.  The
Company will not increase the par value of any shares of Common Stock receivable
upon the  exercise  of this  Warrant  above the Warrant  Exercise  Price then in
effect,  and (ii) will take all such actions as may be necessary or  appropriate
in  order  that the  Company  may  validly  and  legally  issue  fully  paid and
nonassessable shares of Common Stock upon the exercise of this Warrant.

This  Warrant  will be binding  upon any  entity  succeeding  to the  Company by
merger,  consolidation  or  acquisition  of  all  or  substantially  all  of the
Company's assets.


                                       6
<PAGE>

      TAXES.  THE  COMPANY  SHALL PAY ANY AND ALL TAXES,  EXCEPT ANY  APPLICABLE
WITHHOLDING,  WHICH MAY BE PAYABLE  WITH RESPECT TO THE ISSUANCE AND DELIVERY OF
WARRANT SHARES UPON EXERCISE OF THIS WARRANT.

      WARRANT HOLDER NOT DEEMED A STOCKHOLDER.  EXCEPT AS OTHERWISE SPECIFICALLY
PROVIDED HEREIN,  NO HOLDER,  AS SUCH, OF THIS WARRANT SHALL BE ENTITLED TO VOTE
OR RECEIVE  DIVIDENDS OR BE DEEMED THE HOLDER OF SHARES OF CAPITAL  STOCK OF THE
COMPANY  FOR ANY  PURPOSE,  NOR SHALL  ANYTHING  CONTAINED  IN THIS  WARRANT  BE
CONSTRUED  TO CONFER  UPON THE HOLDER  HEREOF,  AS SUCH,  ANY OF THE RIGHTS OF A
STOCKHOLDER OF THE COMPANY OR ANY RIGHT TO VOTE, GIVE OR WITHHOLD CONSENT TO ANY
CORPORATE ACTION (WHETHER ANY REORGANIZATION,  ISSUE OF STOCK,  RECLASSIFICATION
OF STOCK,  CONSOLIDATION,  MERGER,  CONVEYANCE OR OTHERWISE),  RECEIVE NOTICE OF
MEETINGS,  RECEIVE DIVIDENDS OR SUBSCRIPTION RIGHTS, OR OTHERWISE,  PRIOR TO THE
ISSUANCE TO THE HOLDER OF THIS WARRANT OF THE WARRANT  SHARES WHICH HE OR SHE IS
THEN  ENTITLED TO RECEIVE  UPON THE DUE EXERCISE OF THIS  WARRANT.  IN ADDITION,
NOTHING CONTAINED IN THIS WARRANT SHALL BE CONSTRUED AS IMPOSING ANY LIABILITIES
ON SUCH HOLDER TO PURCHASE  ANY  SECURITIES  (UPON  EXERCISE OF THIS  WARRANT OR
OTHERWISE)  OR AS A STOCKHOLDER  OF THE COMPANY,  WHETHER SUCH  LIABILITIES  ARE
ASSERTED BY THE COMPANY OR BY  CREDITORS OF THE  COMPANY.  NOTWITHSTANDING  THIS
SECTION 5, THE COMPANY  WILL  PROVIDE THE HOLDER OF THIS  WARRANT WITH COPIES OF
THE SAME NOTICES AND OTHER  INFORMATION GIVEN TO THE STOCKHOLDERS OF THE COMPANY
GENERALLY, CONTEMPORANEOUSLY WITH THE GIVING THEREOF TO THE STOCKHOLDERS.

      REPRESENTATIONS OF HOLDER.  THE HOLDER OF THIS WARRANT,  BY THE ACCEPTANCE
HEREOF,  REPRESENTS THAT IT IS ACQUIRING THIS WARRANT AND THE WARRANT SHARES FOR
ITS OWN ACCOUNT FOR INVESTMENT  ONLY AND NOT WITH A VIEW TOWARDS,  OR FOR RESALE
IN  CONNECTION  WITH,  THE PUBLIC SALE OR  DISTRIBUTION  OF THIS  WARRANT OR THE
WARRANT  SHARES,  EXCEPT  PURSUANT TO SALES  REGISTERED  OR  EXEMPTED  UNDER THE
SECURITIES ACT; PROVIDED,  HOWEVER,  THAT BY MAKING THE REPRESENTATIONS  HEREIN,
THE HOLDER DOES NOT AGREE TO HOLD THIS WARRANT OR ANY OF THE WARRANT  SHARES FOR
ANY MINIMUM OR OTHER  SPECIFIC  TERM AND  RESERVES  THE RIGHT TO DISPOSE OF THIS
WARRANT AND THE WARRANT  SHARES AT ANY TIME IN ACCORDANCE  WITH OR PURSUANT TO A
REGISTRATION  STATEMENT OR AN EXEMPTION  UNDER THE SECURITIES ACT. THE HOLDER OF
THIS WARRANT FURTHER  REPRESENTS,  BY ACCEPTANCE HEREOF,  THAT, AS OF THIS DATE,
SUCH  HOLDER  IS AN  "ACCREDITED  INVESTOR"  AS  SUCH  TERM IS  DEFINED  IN RULE
501(A)(1) OF REGULATION D PROMULGATED BY THE SECURITIES AND EXCHANGE  COMMISSION
UNDER THE  SECURITIES  ACT (AN  "ACCREDITED  INVESTOR").  UPON  EXERCISE OF THIS
WARRANT THE HOLDER SHALL, IF REQUESTED BY THE COMPANY,  CONFIRM IN WRITING, IN A
FORM SATISFACTORY TO THE COMPANY, THAT THE WARRANT SHARES SO PURCHASED ARE BEING
ACQUIRED  SOLELY FOR THE HOLDER'S OWN ACCOUNT AND NOT AS A NOMINEE FOR ANY OTHER
PARTY,  FOR  INVESTMENT,  AND NOT WITH A VIEW TOWARD  DISTRIBUTION OR RESALE AND
THAT SUCH HOLDER IS AN  ACCREDITED  INVESTOR.  IF SUCH  HOLDER  CANNOT MAKE SUCH
REPRESENTATIONS  BECAUSE  THEY  WOULD  BE  FACTUALLY  INCORRECT,  IT  SHALL BE A
CONDITION TO SUCH  HOLDER'S  EXERCISE OF THIS  WARRANT THAT THE COMPANY  RECEIVE
SUCH OTHER  REPRESENTATIONS  AS THE COMPANY  CONSIDERS  REASONABLY  NECESSARY TO
ASSURE THE COMPANY THAT THE  ISSUANCE OF ITS  SECURITIES  UPON  EXERCISE OF THIS
WARRANT SHALL NOT VIOLATE ANY UNITED STATES OR STATE SECURITIES LAWS.

      OWNERSHIP AND TRANSFER.

The Company  shall  maintain at its principal  executive  offices (or such other
office or agency of the  Company  as it may  designate  by notice to the  holder
hereof), a register for this Warrant, in which the Company shall record the name
and address of the person in whose name this Warrant has been issued, as well as
the name and  address of each  transferee.  The  Company may treat the person in
whose name any  Warrant is  registered  on the  register as the owner and holder
thereof for all purposes, notwithstanding any notice to the contrary, but in all
events  recognizing  any  transfers  made in  accordance  with the terms of this
Warrant.

      ADJUSTMENT  OF WARRANT  EXERCISE  PRICE AND NUMBER OF SHARES.  THE WARRANT
EXERCISE  PRICE AND THE NUMBER OF SHARES OF COMMON STOCK  ISSUABLE UPON EXERCISE
OF THIS WARRANT SHALL BE ADJUSTED  FROM TIME TO TIME AS FOLLOWS  (EXCEPT FOR ANY
ISSUANCES TO CORNELL  CAPITAL  PARTNERS,  LP AND OPTIONS GRANTED AND OUTSTANDING
BEFORE JULY 15, 2005 UNDER A BONA FIDE EMPLOYEE STOCK OPTION PLAN OF THE COMPANY
OR ISSUANCES OF RESTRICTED  STOCK IN CONNECTION WITH AN ACQUISITION OR A CAPITAL
RAISE WHICH WAS ENTERED INTO PRIOR TO JULY 15, 2005):

Adjustment  of Warrant  Exercise  Price and Number of Shares  upon  Issuance  of
Common Stock. If and whenever on or after the Issuance Date of this Warrant, the
Company  issues or sells,  or is deemed to have  issued or sold,  any  shares of
Common Stock (other than (i) Excluded Securities and (ii) shares of Common Stock
which are issued or deemed to have been issued by the Company in connection with
an Approved  Stock Plan or upon exercise or conversion of the Other  Securities)
for a consideration  per share less than a price (the "Applicable  Price") equal
to the Warrant  Exercise Price in effect  immediately  prior to such issuance or
sale, then immediately  after such issue or sale the Warrant Exercise Price then
in effect shall be reduced to an amount equal to such  consideration  per share.
Upon each such adjustment of the Warrant Exercise Price hereunder, the number of
Warrant  Shares  issuable upon exercise of this Warrant shall be adjusted to the
number of shares  determined by multiplying the Warrant Exercise Price in effect
immediately  prior to such  adjustment by the number of Warrant Shares  issuable
upon exercise of this Warrant  immediately prior to such adjustment and dividing
the  product  thereof  by  the  Warrant   Exercise  Price  resulting  from  such
adjustment.


                                       7
<PAGE>

Effect on Warrant Exercise Price of Certain Events.  For purposes of determining
the adjusted  Warrant  Exercise  Price under  Section 8(a) above,  the following
shall be applicable:

Issuance of Options.  If after the date hereof, the Company in any manner grants
any Options and the lowest  price per share for which one share of Common  Stock
is issuable upon the exercise of any such Option or upon  conversion or exchange
of any convertible  securities issuable upon exercise of any such Option is less
than the Applicable Price, then such share of Common Stock shall be deemed to be
outstanding  and to have been  issued and sold by the Company at the time of the
granting or sale of such Option for such price per share.  For  purposes of this
Section 8(b)(i),  the lowest price per share for which one share of Common Stock
is issuable upon exercise of such Options or upon conversion or exchange of such
Convertible  Securities  shall  be  equal to the sum of the  lowest  amounts  of
consideration (if any) received or receivable by the Company with respect to any
one share of Common Stock upon the granting or sale of the Option, upon exercise
of the  Option  or upon  conversion  or  exchange  of any  convertible  security
issuable  upon  exercise of such Option.  No further  adjustment  of the Warrant
Exercise Price shall be made upon the actual issuance of such Common Stock or of
such convertible securities upon the exercise of such Options or upon the actual
issuance of such Common Stock upon  conversion  or exchange of such  convertible
securities.

Issuance of Convertible Securities. If the Company in any manner issues or sells
any convertible securities and the lowest price per share for which one share of
Common Stock is issuable upon the  conversion  or exchange  thereof is less than
the  Applicable  Price,  then such share of Common  Stock  shall be deemed to be
outstanding  and to have been  issued and sold by the Company at the time of the
issuance or sale of such  convertible  securities for such price per share.  For
the purposes of this Section 8(b)(ii),  the lowest price per share for which one
share of Common  Stock is issuable  upon such  conversion  or exchange  shall be
equal to the sum of the lowest  amounts of  consideration  (if any)  received or
receivable  by the Company  with  respect to one share of Common  Stock upon the
issuance or sale of the convertible  security and upon conversion or exchange of
such convertible  security.  No further adjustment of the Warrant Exercise Price
shall be made upon the actual  issuance of such Common Stock upon  conversion or
exchange of such convertible  securities,  and if any such issue or sale of such
convertible securities is made upon exercise of any Options for which adjustment
of the  Warrant  Exercise  Price  had been or are to be made  pursuant  to other
provisions of this Section 8(b), no further  adjustment of the Warrant  Exercise
Price shall be made by reason of such issue or sale.

Change in Option Price or Rate of Conversion. If the purchase price provided for
in any Options,  the additional  consideration,  if any, payable upon the issue,
conversion or exchange of any convertible  securities,  or the rate at which any
convertible  securities are convertible  into or  exchangeable  for Common Stock
changes at any time,  the Warrant  Exercise  Price in effect at the time of such
change shall be adjusted to the Warrant  Exercise Price which would have been in
effect at such time had such Options or convertible securities provided for such
changed purchase price, additional  consideration or changed conversion rate, as
the case may be, at the time initially granted, issued or sold and the number of
Warrant Shares  issuable upon exercise of this Warrant shall be  correspondingly
readjusted.  For purposes of this Section 8(b)(iii),  if the terms of any Option
or  convertible  security that was  outstanding  as of the Issuance Date of this
Warrant  are  changed  in the  manner  described  in the  immediately  preceding
sentence,  then such Option or convertible  security and the Common Stock deemed
issuable upon exercise,  conversion or exchange  thereof shall be deemed to have
been  issued  as of the date of such  change.  No  adjustment  pursuant  to this
Section 8(b) shall be made if such adjustment would result in an increase of the
Warrant Exercise Price then in effect.

Effect on Warrant Exercise Price of Certain Events.  For purposes of determining
the adjusted  Warrant Exercise Price under Sections 8(a) and 8(b), the following
shall be applicable:


                                       8
<PAGE>

Calculation  of  Consideration   Received.  If  any  Common  Stock,  Options  or
convertible  securities are issued or sold or deemed to have been issued or sold
for cash,  the  consideration  received  therefore  will be deemed to be the net
amount  received  by the  Company  therefore.  If any Common  Stock,  Options or
convertible  securities are issued or sold for a consideration  other than cash,
the amount of such consideration  received by the Company will be the fair value
of such  consideration,  except where such consideration  consists of marketable
securities,  in which case the amount of  consideration  received by the Company
will be the  market  price of such  securities  on the date of  receipt  of such
securities. If any Common Stock, Options or convertible securities are issued to
the owners of the  non-surviving  entity in connection  with any merger in which
the Company is the surviving entity, the amount of consideration  therefore will
be deemed to be the fair value of such portion of the net assets and business of
the  non-surviving  entity as is attributable  to such Common Stock,  Options or
convertible securities,  as the case may be. The fair value of any consideration
other than cash or securities will be determined  jointly by the Company and the
holders of Warrants  representing at least  two-thirds (b) of the Warrant Shares
issuable  upon exercise of the Warrants  then  outstanding.  If such parties are
unable to reach agreement  within ten (10) days after the occurrence of an event
requiring   valuation  (the   "Valuation   Event"),   the  fair  value  of  such
consideration  will be determined  within five (5) Business Days after the tenth
(10th) day following the Valuation Event by an independent,  reputable appraiser
jointly  selected by the Company  and the  holders of Warrants  representing  at
least  two-thirds  (b) of the  Warrant  Shares  issuable  upon  exercise  of the
Warrants then  outstanding.  The  determination of such appraiser shall be final
and binding upon all parties and the fees and expenses of such  appraiser  shall
be borne jointly by the Company and the holders of Warrants.

Integrated  Transactions.  In case any Option is issued in  connection  with the
issue  or sale of other  securities  of the  Company,  together  comprising  one
integrated  transaction in which no specific  consideration is allocated to such
Options by the parties  thereto,  the Options will be deemed to have been issued
for a consideration of $.01.

Treasury Shares.  The number of shares of Common Stock  outstanding at any given
time does not include shares owned or held by or for the account of the Company,
and the  disposition  of any shares so owned or held will be considered an issue
or sale of Common Stock.

Record  Date.  If the Company  takes a record of the holders of Common Stock for
the purpose of  entitling  them (1) to receive a dividend or other  distribution
payable  in  Common  Stock,  Options  or in  convertible  securities  or  (2) to
subscribe for or purchase Common Stock, Options or convertible securities,  then
such  record  date  will be  deemed  to be the date of the  issue or sale of the
shares of Common Stock  deemed to have been issued or sold upon the  declaration
of such  dividend  or the making of such other  distribution  or the date of the
granting of such right of subscription or purchase, as the case may be.

Adjustment of Warrant  Exercise Price upon  Subdivision or Combination of Common
Stock.  If the Company at any time after the date of  issuance  of this  Warrant
subdivides (by any stock split, stock dividend,  recapitalization  or otherwise)
one or more  classes of its  outstanding  shares of Common  Stock into a greater
number of shares, any Warrant Exercise Price in effect immediately prior to such
subdivision will be  proportionately  reduced and the number of shares of Common
Stock  obtainable  upon  exercise  of  this  Warrant  will  be   proportionately
increased. If the Company at any time after the date of issuance of this Warrant
combines (by combination,  reverse stock split or otherwise) one or more classes
of its outstanding  shares of Common Stock into a smaller number of shares,  any
Warrant Exercise Price in effect  immediately  prior to such combination will be
proportionately  increased  and the  number  of  Warrant  Shares  issuable  upon
exercise of this Warrant will be proportionately decreased. Any adjustment under
this Section  8(d) shall  become  effective at the close of business on the date
the subdivision or combination becomes effective.

Distribution  of Assets.  If the Company  shall  declare or make any dividend or
other distribution of its assets (or rights to acquire its assets) to holders of
Common  Stock,  by way of return of capital  or  otherwise  (including,  without
limitation,  any  distribution of cash, stock or other  securities,  property or
options  by  way  of  a   dividend,   spin  off,   reclassification,   corporate
rearrangement  or other similar  transaction)  (a  "Distribution"),  at any time
after the issuance of this Warrant, then, in each such case:

any Warrant Exercise Price in effect  immediately prior to the close of business
on the record  date  fixed for the  determination  of  holders  of Common  Stock
entitled to receive the Distribution shall be reduced, effective as of the close
of business on such record  date,  to a price  determined  by  multiplying  such
Warrant  Exercise  Price by a fraction of which (A) the  numerator  shall be the
Closing Sale Price of the Common Stock on the trading day immediately  preceding
such  record date minus the value of the  Distribution  (as  determined  in good
faith by the  Company's  Board of  Directors)  applicable to one share of Common
Stock,  and (B) the  denominator  shall be the Closing  Sale Price of the Common
Stock on the trading day immediately preceding such record date; and


                                       9
<PAGE>

either (A) the number of Warrant Shares obtainable upon exercise of this Warrant
shall be increased to a number of shares equal to the number of shares of Common
Stock obtainable  immediately  prior to the close of business on the record date
fixed for the  determination  of holders of Common Stock entitled to receive the
Distribution  multiplied  by the  reciprocal  of the  fraction  set forth in the
immediately  preceding  clause (i), or (B) in the event that the Distribution is
of  common  stock of a  company  whose  common  stock is  traded  on a  national
securities exchange or a national automated quotation system, then the holder of
this Warrant shall receive an additional  warrant to purchase Common Stock,  the
terms of which shall be  identical  to those of this  Warrant,  except that such
warrant shall be exercisable  into the amount of the assets that would have been
payable to the  holder of this  Warrant  pursuant  to the  Distribution  had the
holder exercised this Warrant  immediately prior to such record date and with an
exercise  price equal to the amount by which the exercise  price of this Warrant
was  decreased  with  respect to the  Distribution  pursuant to the terms of the
immediately preceding clause (i).

Certain Events.  If any event occurs of the type  contemplated by the provisions
of this Section 8 but not expressly provided for by such provisions  (including,
without  limitation,  the granting of stock appreciation  rights,  phantom stock
rights or other  rights  with  equity  features),  then the  Company's  Board of
Directors will make an appropriate  adjustment in the Warrant Exercise Price and
the number of shares of Common Stock obtainable upon exercise of this Warrant so
as to protect the rights of the holders of the Warrants; provided, except as set
forth in section 8(d),that no such adjustment pursuant to this Section 8(f) will
increase the Warrant  Exercise  Price or decrease the number of shares of Common
Stock obtainable as otherwise determined pursuant to this Section 8.

Notices.

Immediately  upon any adjustment of the Warrant Exercise Price, the Company will
give written  notice  thereof to the holder of this  Warrant,  setting  forth in
reasonable detail, and certifying, the calculation of such adjustment.

The Company will give written  notice to the holder of this Warrant at least ten
(10) days  prior to the date on which the  Company  closes  its books or takes a
record (A) with respect to any dividend or  distribution  upon the Common Stock,
(B) with respect to any pro rata  subscription  offer to holders of Common Stock
or (C) for  determining  rights to vote with  respect to any Organic  Change (as
defined below), dissolution or liquidation, provided that such information shall
be made known to the public  prior to or in  conjunction  with such notice being
provided to such holder.

The Company will also give written notice to the holder of this Warrant at least
ten (10) days  prior to the date on which any  Organic  Change,  dissolution  or
liquidation will take place,  provided that such information shall be made known
to the public prior to or in conjunction with such notice being provided to such
holder.

      PURCHASE RIGHTS; REORGANIZATION,  RECLASSIFICATION,  CONSOLIDATION, MERGER
OR SALE.

In addition to any  adjustments  pursuant to Section 8 above, if at any time the
Company grants, issues or sells any Options, Convertible Securities or rights to
purchase  stock,  warrants,  securities or other property pro rata to the record
holders of any class of Common Stock (the "Purchase Rights"), then the holder of
this  Warrant  will be entitled to acquire,  upon the terms  applicable  to such
Purchase  Rights,  the  aggregate  Purchase  Rights which such holder could have
acquired if such holder had held the number of shares of Common Stock acquirable
upon complete  exercise of this Warrant  immediately  before the date on which a
record is taken for the grant,  issuance or sale of such Purchase Rights, or, if
no such record is taken, the date as of which the record holders of Common Stock
are to be determined for the grant, issue or sale of such Purchase Rights.

Any recapitalization,  reorganization, reclassification,  consolidation, merger,
sale of all or  substantially  all of the Company's  assets to another Person or
other  transaction  in each case which is effected in such a way that holders of
Common  Stock are  entitled  to  receive  (either  directly  or upon  subsequent
liquidation)  stock,  securities  or assets with  respect to or in exchange  for
Common  Stock  is  referred  to  herein  as an  "Organic  Change."  Prior to the
consummation of any (i) sale of all or substantially all of the Company's assets
to an acquiring  Person or (ii) other Organic Change following which the Company
is not a surviving  entity,  the Company will secure from the Person  purchasing
such assets or the successor  resulting  from such Organic Change (in each case,
the "Acquiring Entity") a written agreement (in form and substance  satisfactory
to the holders of Warrants representing at least two-thirds (iii) of the Warrant
Shares  issuable upon exercise of the Warrants then  outstanding)  to deliver to
each  holder of  Warrants  in  exchange  for such  Warrants,  a security  of the
Acquiring Entity evidenced by a written instrument substantially similar in form
and  substance to this Warrant and  satisfactory  to the holders of the Warrants
(including an adjusted  warrant exercise price equal to the value for the Common
Stock  reflected  by the  terms  of such  consolidation,  merger  or  sale,  and
exercisable for a corresponding  number of shares of Common Stock acquirable and
receivable  upon exercise of the Warrants  without regard to any  limitations on
exercise, if the value so reflected is less than any Applicable Warrant Exercise
Price immediately  prior to such  consolidation,  merger or sale).  Prior to the
consummation  of any other Organic  Change,  the Company shall make  appropriate
provision  (in  form and  substance  satisfactory  to the  holders  of  Warrants
representing  a majority of the Warrant  Shares  issuable  upon  exercise of the
Warrants  then  outstanding)  to insure that each of the holders of the Warrants
will  thereafter have the right to acquire and receive in lieu of or in addition
to (as the case may be) the Warrant Shares immediately  theretofore issuable and
receivable  upon the exercise of such holder's  Warrants  (without regard to any
limitations on exercise),  such shares of stock, securities or assets that would
have been  issued or  payable  in such  Organic  Change  with  respect  to or in
exchange  for the number of Warrant  Shares  which would have been  issuable and
receivable  upon the  exercise of such  holder's  Warrant as of the date of such
Organic Change  (without  taking into account any limitations or restrictions on
the exercisability of this Warrant).


                                       10
<PAGE>

      LOST,  STOLEN,  MUTILATED OR DESTROYED  WARRANT.  IF THIS WARRANT IS LOST,
STOLEN,  MUTILATED OR DESTROYED,  THE COMPANY SHALL  PROMPTLY,  ON RECEIPT OF AN
INDEMNIFICATION  UNDERTAKING  (OR,  IN THE  CASE  OF A  MUTILATED  WARRANT,  THE
WARRANT),  ISSUE A NEW WARRANT OF LIKE DENOMINATION AND TENOR AS THIS WARRANT SO
LOST, STOLEN, MUTILATED OR DESTROYED.

      NOTICE. ANY NOTICES, CONSENTS, WAIVERS OR OTHER COMMUNICATIONS REQUIRED OR
PERMITTED  TO BE GIVEN  UNDER THE TERMS OF THIS  WARRANT  MUST BE IN WRITING AND
WILL BE  DEEMED  TO HAVE  BEEN  DELIVERED:  (I)  UPON  RECEIPT,  WHEN  DELIVERED
PERSONALLY;  (II) UPON RECEIPT, WHEN SENT BY FACSIMILE (PROVIDED CONFIRMATION OF
RECEIPT IS  RECEIVED  BY THE  SENDING  PARTY  TRANSMISSION  IS  MECHANICALLY  OR
ELECTRONICALLY  GENERATED AND KEPT ON FILE BY THE SENDING  PARTY);  OR (III) ONE
BUSINESS  DAY AFTER  DEPOSIT  WITH A NATIONALLY  RECOGNIZED  OVERNIGHT  DELIVERY
SERVICE,  IN EACH CASE PROPERLY  ADDRESSED TO THE PARTY TO RECEIVE THE SAME. THE
ADDRESSES AND FACSIMILE NUMBERS FOR SUCH COMMUNICATIONS SHALL BE:

If to Cornell:            Cornell Capital Partners, LP
                          101 Hudson Street - Suite 3700
                          Jersey City, NJ  07302
                          Attention:   Mark A. Angelo
                          Telephone:   (201) 985-8300
                          Facsimile:   (201) 985-8266

With Copy to:             David Gonzalez, Esq.
                          101 Hudson Street - Suite 3700
                          Jersey City, NJ 07302
                          Telephone:   (201) 985-8300
                          Facsimile:   (201) 985-8266


If to the Company, to:    Teleplus Enterprises, Inc.
                          7575 TransCanada - Suite 305
                          St-Laurent, Quebec H4T 1V6
                          Attention:   Marius Silvasan, CEO
                          Telephone:   (514) 344-0778
                          Facsimile:   (514) 344-8675


                                       11
<PAGE>

With a copy to:           Kirkpatrick & Lockhart Nicholson Graham, LLP
                          201 South Biscayne Boulevard, Suite 2000
                          Miami, Florida 33131
                          Attention:    Clayton E. Parker, Esquire
                          Telephone:    (305) 539-3306
                          Facsimile:    (305) 358-7095


If to a holder of this Warrant,  to it at the address and  facsimile  number set
forth on Exhibit C hereto,  with copies to such holder's  representatives as set
forth on Exhibit C, or at such other address and facsimile as shall be delivered
to the Company upon the issuance or transfer of this  Warrant.  Each party shall
provide  five days'  prior  written  notice to the other  party of any change in
address or facsimile  number.  Written  confirmation of receipt (A) given by the
recipient of such notice, consent, facsimile, waiver or other communication, (or
(B) provided by a nationally  recognized  overnight  delivery  service  shall be
rebuttable evidence of personal service,  receipt by facsimile or receipt from a
nationally  recognized overnight delivery service in accordance with clause (i),
(ii) or (iii) above, respectively.


                                       12
<PAGE>

      DATE.  THE  DATE OF THIS  WARRANT  IS SET  FORTH  ON PAGE 1  HEREOF.  THIS
WARRANT, IN ALL EVENTS, SHALL BE WHOLLY VOID AND OF NO EFFECT AFTER THE CLOSE OF
BUSINESS  ON  THE  EXPIRATION  DATE,  EXCEPT  THAT   NOTWITHSTANDING  ANY  OTHER
PROVISIONS  HEREOF,  THE PROVISIONS OF SECTION 8(B) SHALL CONTINUE IN FULL FORCE
AND EFFECT AFTER SUCH DATE AS TO ANY WARRANT SHARES OR OTHER  SECURITIES  ISSUED
UPON THE EXERCISE OF THIS WARRANT.

      AMENDMENT AND WAIVER.  EXCEPT AS OTHERWISE PROVIDED HEREIN, THE PROVISIONS
OF THE  WARRANTS  MAY BE AMENDED  AND THE  COMPANY  MAY TAKE ANY  ACTION  HEREIN
PROHIBITED,  OR OMIT TO PERFORM ANY ACT HEREIN  REQUIRED TO BE  PERFORMED BY IT,
ONLY IF THE COMPANY HAS OBTAINED THE WRITTEN  CONSENT OF THE HOLDERS OF WARRANTS
REPRESENTING AT LEAST TWO-THIRDS OF THE WARRANT SHARES ISSUABLE UPON EXERCISE OF
THE WARRANTS THEN  OUTSTANDING;  PROVIDED THAT, EXCEPT FOR SECTION 8(D), NO SUCH
ACTION MAY INCREASE THE WARRANT  EXERCISE PRICE OR DECREASE THE NUMBER OF SHARES
OR CLASS OF STOCK  OBTAINABLE  UPON EXERCISE OF ANY WARRANT  WITHOUT THE WRITTEN
CONSENT OF THE HOLDER OF SUCH WARRANT.

      DESCRIPTIVE  HEADINGS;  GOVERNING  LAW.  THE  DESCRIPTIVE  HEADINGS OF THE
SEVERAL  SECTIONS AND  PARAGRAPHS  OF THIS WARRANT ARE INSERTED FOR  CONVENIENCE
ONLY AND DO NOT  CONSTITUTE A PART OF THIS WARRANT.  THE  CORPORATE  LAWS OF THE
STATE OF NEW JERSEY SHALL GOVERN ALL ISSUES  CONCERNING  THE RELATIVE  RIGHTS OF
THE  COMPANY  AND  ITS   STOCKHOLDERS.   ALL  OTHER  QUESTIONS   CONCERNING  THE
CONSTRUCTION,  VALIDITY,  ENFORCEMENT AND INTERPRETATION OF THIS AGREEMENT SHALL
BE GOVERNED BY THE  INTERNAL  LAWS OF THE STATE OF NEW  JERSEY,  WITHOUT  GIVING
EFFECT TO ANY CHOICE OF LAW OR CONFLICT OF LAW PROVISION OR RULE (WHETHER OF THE
STATE OF NEW JERSEY OR ANY OTHER JURISDICTIONS) THAT WOULD CAUSE THE APPLICATION
OF THE LAWS OF ANY JURISDICTIONS  OTHER THAN THE STATE OF NEW JERSEY. EACH PARTY
HEREBY  IRREVOCABLY  SUBMITS  TO THE  EXCLUSIVE  JURISDICTION  OF THE  STATE AND
FEDERAL COURTS SITTING IN HUDSON COUNTY AND THE UNITED STATES DISTRICT COURT FOR
THE DISTRICT OF NEW JERSEY,  FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN
CONNECTION HEREWITH OR THEREWITH, OR WITH ANY TRANSACTION CONTEMPLATED HEREBY OR
DISCUSSED HEREIN, AND HEREBY IRREVOCABLY WAIVES, AND AGREES NOT TO ASSERT IN ANY
SUIT, ACTION OR PROCEEDING,  ANY CLAIM THAT IT IS NOT PERSONALLY  SUBJECT TO THE
JURISDICTION OF ANY SUCH COURT,  THAT SUCH SUIT, ACTION OR PROCEEDING IS BROUGHT
IN AN INCONVENIENT FORUM OR THAT THE VENUE OF SUCH SUIT, ACTION OR PROCEEDING IS
IMPROPER.  EACH PARTY HEREBY  IRREVOCABLY WAIVES PERSONAL SERVICE OF PROCESS AND
CONSENTS  TO PROCESS  BEING  SERVED IN ANY SUCH SUIT,  ACTION OR  PROCEEDING  BY
MAILING A COPY THEREOF TO SUCH PARTY AT THE ADDRESS FOR SUCH NOTICES TO IT UNDER
THIS AGREEMENT AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE GOOD AND SUFFICIENT
SERVICE OF PROCESS AND NOTICE THEREOF.  NOTHING CONTAINED HEREIN SHALL BE DEEMED
TO LIMIT IN ANY WAY ANY RIGHT TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW.

      WAIVER OF JURY TRIAL.  AS A MATERIAL  INDUCEMENT  FOR EACH PARTY HERETO TO
ENTER INTO THIS WARRANT,  THE PARTIES  HERETO HEREBY WAIVE ANY RIGHT TO TRIAL BY
JURY IN ANY LEGAL  PROCEEDING  RELATED IN ANY WAY TO THIS WARRANT AND/OR ANY AND
ALL OF THE OTHER DOCUMENTS ASSOCIATED WITH THIS TRANSACTION.


                   REMAINDER OF PAGE INTENTIONALLY LEFT BLANK



                                       13
<PAGE>

      IN WITNESS WHEREOF, the Company has caused this Warrant to be signed as of
the date first set forth above.

                                            TELEPLUS ENTERPRISES, INC.

                                            By: /s/ Marius Silvasan
                                                -------------------------------
                                            Name:   Marius Silvasan
                                            Title:  CEO


                                       14
<PAGE>

                              EXHIBIT A TO WARRANT
                              --------------------

                                 EXERCISE NOTICE
                                 ---------------


                                 TO BE EXECUTED
                BY THE REGISTERED HOLDER TO EXERCISE THIS WARRANT


                           TELEPLUS ENTERPRISES, INC.

      The   undersigned   holder   hereby   exercises   the  right  to  purchase
______________  of the shares of Common  Stock  ("Warrant  Shares")  of Teleplus
Enterprises,  Inc.  (the  "Company"),  evidenced  by the  attached  Warrant (the
"Warrant").  Capitalized  terms used herein and not otherwise defined shall have
the respective meanings set forth in the Warrant.

      Specify Method of exercise by check mark:

      1.    ___ Cash Exercise

            (a)   Payment of Warrant  Exercise  Price.  The holder shall pay the
                  Aggregate  Exercise Price of $______________ to the Company in
                  accordance with the terms of the Warrant.

            (b)   Delivery of Warrant  Shares.  The Company shall deliver to the
                  holder  _________  Warrant Shares in accordance with the terms
                  of the Warrant.



      2.    ___ Cashless Exercise

            (a)   Payment of Warrant  Exercise  Price. In lieu of making payment
                  of the Aggregate  Exercise Price, the holder elects to receive
                  upon such  exercise  the Net Number of shares of Common  Stock
                  determined in accordance with the terms of the Warrant.

            (b)   Delivery of Warrant  Shares.  The Company shall deliver to the
                  holder  _________  Warrant Shares in accordance with the terms
                  of the Warrant.


Date: _______________ __, ______

Name of Registered Holder

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


                                       15
<PAGE>

                              EXHIBIT B TO WARRANT
                              --------------------

                              FORM OF WARRANT POWER
                              ---------------------


      FOR VALUE  RECEIVED,  the  undersigned  does hereby assign and transfer to
________________,  Federal Identification No. __________,  a warrant to purchase
____________  shares  of  the  capital  stock  of  Teleplus  Enterprises,   Inc.
represented  by  warrant  certificate  no.  _____,  standing  in the name of the
undersigned  on the  books of said  corporation.  The  undersigned  does  hereby
irrevocably  constitute  and appoint  ______________,  attorney to transfer  the
warrants of said corporation, with full power of substitution in the premises.

Dated:
      ------------------------

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


                                       16
<PAGE>

                                     WARRANT
                                     -------


THE SECURITIES  REPRESENTED BY THIS WARRANT HAVE NOT BEEN  REGISTERED  UNDER THE
SECURITIES ACT OF 1933, AS AMENDED,  OR APPLICABLE  STATE  SECURITIES  LAWS. THE
SECURITIES  HAVE BEEN ACQUIRED FOR  INVESTMENT  AND MAY NOT BE OFFERED FOR SALE,
SOLD,  TRANSFERRED  OR  ASSIGNED  IN THE  ABSENCE OF AN  EFFECTIVE  REGISTRATION
STATEMENT FOR THE SECURITIES  UNDER THE  SECURITIES ACT OF 1933, AS AMENDED,  OR
APPLICABLE  STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL IN A FORM REASONABLY
SATISFACTORY  TO THE ISSUER THAT  REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR
APPLICABLE  STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID
ACT.  NOTWITHSTANDING  THE FOREGOING,  THIS WARRANT MAY BE PLEDGED IN CONNECTION
WITH A BONA FIDE MARGIN ACCOUNT.


                           TELEPLUS ENTERPRISES, INC.


                        WARRANT TO PURCHASE COMMON STOCK

Warrant No.: TLPE-007                               Number of Shares: 10,000,000

Date of Issuance: July 28, 2006

Teleplus  Enterprises,  Inc.,  a  Nevada  corporation  (the  "Company"),  hereby
certifies that, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged,  CORNELL CAPITAL PARTNERS, LP ("Cornell"), the
registered holder hereof or its permitted assigns,  is entitled,  subject to the
terms set forth  below,  to purchase  from the Company  upon  surrender  of this
Warrant,  at any time or times on or after the date hereof,  but not after 11:59
P.M.  Eastern  Time on the  Expiration  Date (as  defined  herein)  Ten  Million
(10,000,000)  fully paid and  nonassessable  shares of Common  Stock (as defined
herein) of the Company (the  "Warrant  Shares") at the exercise  price per share
provided in Section 1(b) below or as subsequently adjusted;  provided,  however,
that in no event shall the holder be entitled  to  exercise  this  Warrant for a
number of Warrant Shares in excess of that number of Warrant Shares which,  upon
giving effect to such  exercise,  would cause the aggregate  number of shares of
Common Stock beneficially owned by the holder and its affiliates to exceed 4.99%
of the outstanding  shares of the Common Stock  following such exercise,  except
within sixty (60) days of the Expiration Date (however,  such restriction may be
waived by Cornell  (but only as to itself and not to any other  holder) upon not
less than 65 days prior notice to the  Company).  For purposes of the  foregoing
provision,  the aggregate number of shares of Common Stock beneficially owned by
the holder and its affiliates shall include the number of shares of Common Stock
issuable upon  exercise of this Warrant with respect to which the  determination
of such  provision is being made, but shall exclude shares of Common Stock which
would be issuable  upon (i)  exercise  of the  remaining,  unexercised  Warrants
beneficially  owned  by the  holder  and its  affiliates  and (ii)  exercise  or
conversion of the unexercised or unconverted  portion of any other securities of
the  Company  beneficially  owned by the holder and its  affiliates  (including,
without  limitation,  any  convertible  notes or preferred  stock)  subject to a
limitation  on  conversion  or exercise  analogous to the  limitation  contained
herein.  Except as set forth in the  preceding  sentence,  for  purposes of this
paragraph,  beneficial  ownership shall be calculated in accordance with Section
13(d) of the Securities  Exchange Act of 1934, as amended.  For purposes of this
Warrant,  in  determining  the number of  outstanding  shares of Common  Stock a
holder may rely on the number of outstanding shares of Common Stock as reflected
in (1) the Company's most recent Form 10-QSB or Form 10-KSB, as the case may be,
(2) a more recent public  announcement by the Company or (3) any other notice by
the Company or its transfer  agent  setting forth the number of shares of Common
Stock  outstanding.  Upon the written  request of any holder,  the Company shall
promptly,  but in no event later than one (1) Business Day following the receipt
of such  notice,  confirm in writing to any such  holder the number of shares of
Common Stock then outstanding.  In any case, the number of outstanding shares of
Common Stock shall be determined after giving effect to the exercise of Warrants
(as defined below) by such holder and its affiliates  since the date as of which
such number of outstanding shares of Common Stock was reported.


                                       17
<PAGE>

This  Warrant  is the common  stock  purchase  warrant  (the  "Warrant")  issued
pursuant to the Securities Purchase Agreement  ("Securities Purchase Agreement")
dated the date hereof  between  the Company and the Buyers  listed on Schedule I
thereto.

Definitions.  The  following  words and terms as used in this Warrant shall have
the following meanings:

"Approved Stock Plan" means any employee benefit plan which has been approved by
the  Board  of  Directors  of the  Company,  pursuant  to  which  the  Company's
securities  may be issued to any  employee,  officer or  director  for  services
provided to the Company.

"Business Day" means any day other than  Saturday,  Sunday or other day on which
commercial  banks in the City of New York are  authorized  or required by law to
remain closed.

"Closing Bid Price" means the closing bid price of Common Stock as quoted on the
Principal  Market (as  reported by  Bloomberg  Financial  Markets  ("Bloomberg")
through its "Volume at Price" function).

"Common Stock" means (i) the Company's common stock, par value $0.001 per share,
and (ii) any capital  stock into which such Common Stock shall have been changed
or any capital stock resulting from a reclassification of such Common Stock.

"Event of  Default"  means an event of  default  under the  Securities  Purchase
Agreement or the Convertible Debentures issued in connection therewith.

"Excluded  Securities" means,  provided such security is issued at a price which
is greater than or equal to the arithmetic  average of the Closing Bid Prices of
the Common Stock for the ten (10) consecutive trading days immediately preceding
the date of issuance,  any of the following:  (a) any issuance by the Company of
securities in connection  with a strategic  partnership  or a joint venture (the
primary  purpose of which is not to raise equity  capital),  (b) any issuance by
the Company of securities as consideration  for a merger or consolidation or the
acquisition of a business,  product,  license, or other assets of another person
or entity and (c) options to purchase shares of Common Stock,  provided (I) such
options are issued  after the date of this  Warrant to  employees of the Company
within  thirty (30) days of such  employee's  starting his  employment  with the
Company,  and  (II) the  exercise  price of such  options  is not less  than the
Closing Bid Price of the Common Stock on the date of issuance of such option.

"Expiration  Date" means the date three (3) years from the Issuance Date of this
Warrant or, if such date falls on a Saturday, Sunday or other day on which banks
are required or  authorized to be closed in the City of New York or the State of
New York or on which  trading does not take place on the  Principal  Exchange or
automated  quotation  system on which the Common Stock is traded (a  "Holiday"),
the next date that is not a Holiday.


                                       18
<PAGE>

"Issuance Date" means the date hereof.

"Options"  means any rights,  warrants or options to  subscribe  for or purchase
Common Stock or Convertible Securities.

"Other  Securities"  means (i) those options and warrants of the Company  issued
prior to, and outstanding on, the Issuance Date of this Warrant, (ii) the shares
of Common Stock issuable on exercise of such options and warrants, provided such
options and warrants are not amended after the Issuance Date of this Warrant and
(iii) the shares of Common Stock issuable upon exercise of this Warrant.

"Person" means an individual,  a limited  liability  company,  a partnership,  a
joint venture,  a corporation,  a trust, an  unincorporated  organization  and a
government or any department or agency thereof.

"Principal  Market"  means  the New York  Stock  Exchange,  the  American  Stock
Exchange,  the Nasdaq National Market, the Nasdaq SmallCap Market,  whichever is
at the time the principal  trading exchange or market for such security,  or the
over-the-counter  market on the  electronic  bulletin board for such security as
reported by  Bloomberg  or, if no bid or sale  information  is reported for such
security by Bloomberg,  then the average of the bid prices of each of the market
makers for such  security  as  reported  in the "pink  sheets"  by the  National
Quotation Bureau, Inc.

"Securities Act" means the Securities Act of 1933, as amended.

"Warrant"  means this Warrant and all Warrants  issued in exchange,  transfer or
replacement thereof.

"Warrant Exercise Price" shall be $0.13 or as subsequently  adjusted as provided
in Section 8 hereof.  Notwithstanding anything to the contrary, upon an Event of
Default, the Warrant Exercise Price shall be $0.05 (or as subsequently  adjusted
as provided in Section 8 hereof).

"Warrant  Shares"  means the shares of Common  Stock  issuable  at any time upon
exercise of this Warrant.

Other Definitional Provisions.

Except as otherwise  specified herein,  all references herein (A) to the Company
shall be deemed to include the Company's  successors  and (B) to any  applicable
law defined or referred to herein shall be deemed  references to such applicable
law as the same may have been or may be  amended  or  supplemented  from time to
time.

When used in this Warrant,  the words  "herein",  "hereof",  and "hereunder" and
words of similar  import,  shall refer to this Warrant as a whole and not to any
provision of this Warrant,  and the words "Section",  "Schedule",  and "Exhibit"
shall refer to Sections of, and Schedules  and Exhibits to, this Warrant  unless
otherwise specified.

Whenever the context so requires,  the neuter  gender  includes the masculine or
feminine, and the singular number includes the plural, and vice versa.

      EXERCISE OF WARRANT.
      --------------------

Subject to the terms and conditions hereof, this Warrant may be exercised by the
holder  hereof  then  registered  on the  books  of the  Company,  pro  rata  as
hereinafter provided, at any time on any Business Day on or after the opening of
business  on such  Business  Day,  commencing  with the first day after the date
hereof,  and prior to 11:59  P.M.  Eastern  Time on the  Expiration  Date (i) by
delivery of a written notice, in the form of the subscription notice attached as
Exhibit A hereto (the "Exercise Notice"),  of such holder's election to exercise
this  Warrant,  which  notice shall  specify the number of Warrant  Shares to be
purchased,  payment to the Company of an amount  equal to the  Warrant  Exercise
Price(s)  applicable to the Warrant  Shares being  purchased,  multiplied by the
number of Warrant Shares (at the applicable  Warrant Exercise Price) as to which
this Warrant is being  exercised  (plus any applicable  issue or transfer taxes)
(the  "Aggregate  Exercise  Price")  in  cash or wire  transfer  of  immediately
available  funds  and the  surrender  of  this  Warrant  (or an  indemnification
undertaking  with  respect  to this  Warrant  in the case of its loss,  theft or
destruction)  to a common carrier for overnight  delivery to the Company as soon
as  practicable  following  such date  ("Cash  Basis") or (ii) if at the time of
exercise,  the  Warrant  Shares  are not  subject to an  effective  registration
statement  or if an Event of Default has  occurred,  by  delivering  an Exercise
Notice and in lieu of making payment of the Aggregate  Exercise Price in cash or
wire  transfer,  elect instead to receive upon such exercise the "Net Number" of
shares of Common  Stock  determined  according  to the  following  formula  (the
"Cashless Exercise"):


                                       19
<PAGE>

         Net Number = (A x B) - (A x C)
                      -----------------
                              B

            For purposes of the foregoing formula:

            A     = the total  number of Warrant  Shares  with  respect to which
                  this Warrant is then being exercised.

            B     = the  Closing  Bid Price of the  Common  Stock on the date of
                  exercise of the Warrant.

            C     = the Warrant Exercise Price then in effect for the applicable
                  Warrant Shares at the time of such exercise.

      IN THE EVENT OF ANY EXERCISE OF THE RIGHTS  REPRESENTED BY THIS WARRANT IN
COMPLIANCE  WITH THIS SECTION 2, THE COMPANY  SHALL ON OR BEFORE THE FIFTH (5TH)
BUSINESS DAY FOLLOWING THE DATE OF RECEIPT OF THE EXERCISE NOTICE, THE AGGREGATE
EXERCISE PRICE AND THIS WARRANT (OR AN INDEMNIFICATION  UNDERTAKING WITH RESPECT
TO THIS WARRANT IN THE CASE OF ITS LOSS,  THEFT OR DESTRUCTION)  AND THE RECEIPT
OF THE REPRESENTATIONS OF THE HOLDER SPECIFIED IN SECTION 6 HEREOF, IF REQUESTED
BY THE COMPANY (THE "EXERCISE DELIVERY  DOCUMENTS"),  AND IF THE COMMON STOCK IS
DTC ELIGIBLE,  CREDIT SUCH  AGGREGATE  NUMBER OF SHARES OF COMMON STOCK TO WHICH
THE HOLDER SHALL BE ENTITLED TO THE HOLDER'S OR ITS DESIGNEE'S  BALANCE  ACCOUNT
WITH  THE  DEPOSITORY  TRUST  COMPANY;  PROVIDED,  HOWEVER,  IF THE  HOLDER  WHO
SUBMITTED THE EXERCISE NOTICE REQUESTED  PHYSICAL  DELIVERY OF ANY OR ALL OF THE
WARRANT  SHARES,  OR, IF THE COMMON STOCK IS NOT DTC  ELIGIBLE  THEN THE COMPANY
SHALL,  ON OR BEFORE  THE FIFTH  (5TH)  BUSINESS  DAY  FOLLOWING  RECEIPT OF THE
EXERCISE  DELIVERY  DOCUMENTS,  ISSUE  AND  SURRENDER  TO A COMMON  CARRIER  FOR
OVERNIGHT   DELIVERY  TO  THE  ADDRESS  SPECIFIED  IN  THE  EXERCISE  NOTICE,  A
CERTIFICATE,  REGISTERED IN THE NAME OF THE HOLDER,  FOR THE NUMBER OF SHARES OF
COMMON  STOCK TO WHICH THE HOLDER  SHALL BE ENTITLED  PURSUANT TO SUCH  REQUEST.
UPON DELIVERY OF THE EXERCISE NOTICE AND AGGREGATE EXERCISE PRICE REFERRED TO IN
CLAUSE  (I) OR (II)  ABOVE THE  HOLDER OF THIS  WARRANT  SHALL BE DEEMED FOR ALL
CORPORATE  PURPOSES TO HAVE  BECOME THE HOLDER OF RECORD OF THE  WARRANT  SHARES
WITH RESPECT TO WHICH THIS WARRANT HAS BEEN EXERCISED.  IN THE CASE OF A DISPUTE
AS TO THE  DETERMINATION OF THE WARRANT EXERCISE PRICE, THE CLOSING BID PRICE OR
THE  ARITHMETIC  CALCULATION OF THE WARRANT  SHARES,  THE COMPANY SHALL PROMPTLY
ISSUE TO THE HOLDER THE NUMBER OF WARRANT  SHARES THAT IS NOT DISPUTED AND SHALL
SUBMIT THE DISPUTED  DETERMINATIONS OR ARITHMETIC CALCULATIONS TO THE HOLDER VIA
FACSIMILE  WITHIN  ONE (1)  BUSINESS  DAY OF RECEIPT  OF THE  HOLDER'S  EXERCISE
NOTICE.

If the holder and the Company are unable to agree upon the  determination of the
Warrant  Exercise  Price or arithmetic  calculation of the Warrant Shares within
one (1) day of such  disputed  determination  or  arithmetic  calculation  being
submitted to the holder, then the Company shall immediately submit via facsimile
(i) the disputed  determination of the Warrant Exercise Price or the Closing Bid
Price to an independent,  reputable investment banking firm or (ii) the disputed
arithmetic  calculation  of  the  Warrant  Shares  to its  independent,  outside
accountant.  The  Company  shall  cause  the  investment  banking  firm  or  the
accountant,  as the case may be, to perform the  determinations  or calculations
and notify the Company  and the holder of the results no later than  forty-eight
(48)  hours  from  the  time  it  receives   the  disputed   determinations   or
calculations.  Such investment  banking firm's or accountant's  determination or
calculation,  as the case may be,  shall be deemed  conclusive  absent  manifest
error.

Unless the rights  represented  by this Warrant shall have expired or shall have
been fully exercised,  the Company shall, as soon as practicable and in no event
later than five (5)  Business  Days after any  exercise  and at its own expense,
issue a new Warrant  identical in all respects to this Warrant  exercised except
it shall represent  rights to purchase the number of Warrant Shares  purchasable
immediately prior to such exercise under this Warrant exercised, less the number
of Warrant Shares with respect to which such Warrant is exercised.


                                       20
<PAGE>

No fractional Warrant Shares are to be issued upon any pro rata exercise of this
Warrant,  but rather the number of Warrant  Shares  issued upon such exercise of
this Warrant shall be rounded up or down to the nearest whole number.


If the Company or its Transfer  Agent shall fail for any reason or for no reason
to issue to the holder within ten (10) days of receipt of the Exercise  Delivery
Documents, a certificate for the number of Warrant Shares to which the holder is
entitled or to credit the holder's  balance  account with The  Depository  Trust
Company for such number of Warrant  Shares to which the holder is entitled  upon
the holder's  exercise of this Warrant,  the Company  shall,  in addition to any
other remedies under this Warrant or the Placement  Agent Agreement or otherwise
available to such holder,  pay as  additional  damages in cash to such holder on
each day the  issuance  of such  certificate  for  Warrant  Shares is not timely
effected  an amount  equal to 0.025% of the product of (A) the sum of the number
of Warrant  Shares  not issued to the holder on a timely  basis and to which the
holder is  entitled,  and (B) the Closing Bid Price of the Common  Stock for the
trading day immediately preceding the last possible date which the Company could
have issued such Common Stock to the holder without violating this Section 2.

If within ten (10) days after the  Company's  receipt of the  Exercise  Delivery
Documents,  the  Company  fails to  deliver a new  Warrant to the holder for the
number of Warrant Shares to which such holder is entitled  pursuant to Section 2
hereof,  then, in addition to any other available remedies under this Warrant or
the  Placement  Agent  Agreement,  or otherwise  available  to such holder,  the
Company shall pay as additional damages in cash to such holder on each day after
such  tenth  (10th)  day that such  delivery  of such new  Warrant is not timely
effected in an amount equal to 0.25% of the product of (A) the number of Warrant
Shares  represented by the portion of this Warrant which is not being  exercised
and (B)  the  Closing  Bid  Price  of the  Common  Stock  for  the  trading  day
immediately preceding the last possible date which the Company could have issued
such Warrant to the holder without violating this Section 2.

Forced  Exercise by the Company.  At the option of the Company,  the Company may
force  Cornell to exercise the Warrant at an price equal to $0.20  provided that
(i) the Company's Common Stock is trading at $0.30 or higher for a period of ten
(10)  consecutive  Trading Days  immediately  prior to such  exercise,  (ii) the
trading volume during those ten (10) Trading Days exceeds Four Hundred  Thousand
(400,000)  shares  per day,  (iii) the  Warrant  Shares are  registered  and the
registration  statement is declared  effective and (iv) such forced  exercise by
the  Company  shall  not cause the  aggregate  number of shares of Common  Stock
beneficially  owned by the  holder  and its  affiliates  to exceed  4.99% of the
outstanding shares of the Common Stock following such exercise.

      COVENANTS AS TO COMMON STOCK.  THE COMPANY HEREBY  COVENANTS AND AGREES AS
FOLLOWS:

This Warrant is, and any Warrants issued in  substitution  for or replacement of
this Warrant will upon issuance be, duly authorized and validly issued.

All  Warrant  Shares  which  may be  issued  upon  the  exercise  of the  rights
represented by this Warrant will, upon issuance,  be validly issued,  fully paid
and nonassessable and free from all taxes, liens and charges with respect to the
issue thereof.

During the period  within  which the rights  represented  by this Warrant may be
exercised,  the Company will at all times have  authorized and reserved at least
one hundred  percent  (100%) of the number of shares of Common  Stock  needed to
provide for the exercise of the rights then  represented by this Warrant and the
par  value  of said  shares  will at all  times  be less  than or  equal  to the
applicable  Warrant  Exercise  Price. If at any time the Company does not have a
sufficient  number of shares of Common Stock authorized and available,  then the
Company shall call and hold a special meeting of its  stockholders  within sixty
(60)  days of that  time  for the sole  purpose  of  increasing  the  number  of
authorized shares of Common Stock.

If at any time after the date  hereof  the  Company  shall  file a  registration
statement,  the Company shall include the Warrant Shares issuable to the holder,
pursuant to the terms of this Warrant and shall  maintain,  so long as any other
shares of Common Stock shall be so listed,  such  listing of all Warrant  Shares
from time to time issuable  upon the exercise of this  Warrant;  and the Company
shall  so list on each  national  securities  exchange  or  automated  quotation
system, as the case may be, and shall maintain such listing of, any other shares
of capital  stock of the Company  issuable  upon the exercise of this Warrant if
and so long as any  shares of the same  class  shall be listed on such  national
securities exchange or automated quotation system.


                                       21
<PAGE>

The Company will not, by amendment of its Articles of  Incorporation  or through
any  reorganization,  transfer of assets,  consolidation,  merger,  dissolution,
issue or sale of securities,  or any other  voluntary  action,  avoid or seek to
avoid  the  observance  or  performance  of any of the terms to be  observed  or
performed  by it  hereunder,  but will at all times in good faith  assist in the
carrying out of all the provisions of this Warrant and in the taking of all such
action as may  reasonably be requested by the holder of this Warrant in order to
protect the exercise privilege of the holder of this Warrant against dilution or
other  impairment,  consistent  with the tenor and purpose of this Warrant.  The
Company will not increase the par value of any shares of Common Stock receivable
upon the  exercise  of this  Warrant  above the Warrant  Exercise  Price then in
effect,  and (ii) will take all such actions as may be necessary or  appropriate
in  order  that the  Company  may  validly  and  legally  issue  fully  paid and
nonassessable shares of Common Stock upon the exercise of this Warrant.

This  Warrant  will be binding  upon any  entity  succeeding  to the  Company by
merger,  consolidation  or  acquisition  of  all  or  substantially  all  of the
Company's assets.

      TAXES.  THE  COMPANY  SHALL PAY ANY AND ALL TAXES,  EXCEPT ANY  APPLICABLE
WITHHOLDING,  WHICH MAY BE PAYABLE  WITH RESPECT TO THE ISSUANCE AND DELIVERY OF
WARRANT SHARES UPON EXERCISE OF THIS WARRANT.

      WARRANT HOLDER NOT DEEMED A STOCKHOLDER.  EXCEPT AS OTHERWISE SPECIFICALLY
PROVIDED HEREIN,  NO HOLDER,  AS SUCH, OF THIS WARRANT SHALL BE ENTITLED TO VOTE
OR RECEIVE  DIVIDENDS OR BE DEEMED THE HOLDER OF SHARES OF CAPITAL  STOCK OF THE
COMPANY  FOR ANY  PURPOSE,  NOR SHALL  ANYTHING  CONTAINED  IN THIS  WARRANT  BE
CONSTRUED  TO CONFER  UPON THE HOLDER  HEREOF,  AS SUCH,  ANY OF THE RIGHTS OF A
STOCKHOLDER OF THE COMPANY OR ANY RIGHT TO VOTE, GIVE OR WITHHOLD CONSENT TO ANY
CORPORATE ACTION (WHETHER ANY REORGANIZATION,  ISSUE OF STOCK,  RECLASSIFICATION
OF STOCK,  CONSOLIDATION,  MERGER,  CONVEYANCE OR OTHERWISE),  RECEIVE NOTICE OF
MEETINGS,  RECEIVE DIVIDENDS OR SUBSCRIPTION RIGHTS, OR OTHERWISE,  PRIOR TO THE
ISSUANCE TO THE HOLDER OF THIS WARRANT OF THE WARRANT  SHARES WHICH HE OR SHE IS
THEN  ENTITLED TO RECEIVE  UPON THE DUE EXERCISE OF THIS  WARRANT.  IN ADDITION,
NOTHING CONTAINED IN THIS WARRANT SHALL BE CONSTRUED AS IMPOSING ANY LIABILITIES
ON SUCH HOLDER TO PURCHASE  ANY  SECURITIES  (UPON  EXERCISE OF THIS  WARRANT OR
OTHERWISE)  OR AS A STOCKHOLDER  OF THE COMPANY,  WHETHER SUCH  LIABILITIES  ARE
ASSERTED BY THE COMPANY OR BY  CREDITORS OF THE  COMPANY.  NOTWITHSTANDING  THIS
SECTION 5, THE COMPANY  WILL  PROVIDE THE HOLDER OF THIS  WARRANT WITH COPIES OF
THE SAME NOTICES AND OTHER  INFORMATION GIVEN TO THE STOCKHOLDERS OF THE COMPANY
GENERALLY, CONTEMPORANEOUSLY WITH THE GIVING THEREOF TO THE STOCKHOLDERS.

      REPRESENTATIONS OF HOLDER.  THE HOLDER OF THIS WARRANT,  BY THE ACCEPTANCE
HEREOF,  REPRESENTS THAT IT IS ACQUIRING THIS WARRANT AND THE WARRANT SHARES FOR
ITS OWN ACCOUNT FOR INVESTMENT  ONLY AND NOT WITH A VIEW TOWARDS,  OR FOR RESALE
IN  CONNECTION  WITH,  THE PUBLIC SALE OR  DISTRIBUTION  OF THIS  WARRANT OR THE
WARRANT  SHARES,  EXCEPT  PURSUANT TO SALES  REGISTERED  OR  EXEMPTED  UNDER THE
SECURITIES ACT; PROVIDED,  HOWEVER,  THAT BY MAKING THE REPRESENTATIONS  HEREIN,
THE HOLDER DOES NOT AGREE TO HOLD THIS WARRANT OR ANY OF THE WARRANT  SHARES FOR
ANY MINIMUM OR OTHER  SPECIFIC  TERM AND  RESERVES  THE RIGHT TO DISPOSE OF THIS
WARRANT AND THE WARRANT  SHARES AT ANY TIME IN ACCORDANCE  WITH OR PURSUANT TO A
REGISTRATION  STATEMENT OR AN EXEMPTION  UNDER THE SECURITIES ACT. THE HOLDER OF
THIS WARRANT FURTHER  REPRESENTS,  BY ACCEPTANCE HEREOF,  THAT, AS OF THIS DATE,
SUCH  HOLDER  IS AN  "ACCREDITED  INVESTOR"  AS  SUCH  TERM IS  DEFINED  IN RULE
501(A)(1) OF REGULATION D PROMULGATED BY THE SECURITIES AND EXCHANGE  COMMISSION
UNDER THE  SECURITIES  ACT (AN  "ACCREDITED  INVESTOR").  UPON  EXERCISE OF THIS
WARRANT THE HOLDER SHALL, IF REQUESTED BY THE COMPANY,  CONFIRM IN WRITING, IN A
FORM SATISFACTORY TO THE COMPANY, THAT THE WARRANT SHARES SO PURCHASED ARE BEING
ACQUIRED  SOLELY FOR THE HOLDER'S OWN ACCOUNT AND NOT AS A NOMINEE FOR ANY OTHER
PARTY,  FOR  INVESTMENT,  AND NOT WITH A VIEW TOWARD  DISTRIBUTION OR RESALE AND
THAT SUCH HOLDER IS AN  ACCREDITED  INVESTOR.  IF SUCH  HOLDER  CANNOT MAKE SUCH
REPRESENTATIONS  BECAUSE  THEY  WOULD  BE  FACTUALLY  INCORRECT,  IT  SHALL BE A
CONDITION TO SUCH  HOLDER'S  EXERCISE OF THIS  WARRANT THAT THE COMPANY  RECEIVE
SUCH OTHER  REPRESENTATIONS  AS THE COMPANY  CONSIDERS  REASONABLY  NECESSARY TO
ASSURE THE COMPANY THAT THE  ISSUANCE OF ITS  SECURITIES  UPON  EXERCISE OF THIS
WARRANT SHALL NOT VIOLATE ANY UNITED STATES OR STATE SECURITIES LAWS.

      OWNERSHIP AND TRANSFER.

The Company  shall  maintain at its principal  executive  offices (or such other
office or agency of the  Company  as it may  designate  by notice to the  holder
hereof), a register for this Warrant, in which the Company shall record the name
and address of the person in whose name this Warrant has been issued, as well as
the name and  address of each  transferee.  The  Company may treat the person in
whose name any  Warrant is  registered  on the  register as the owner and holder
thereof for all purposes, notwithstanding any notice to the contrary, but in all
events  recognizing  any  transfers  made in  accordance  with the terms of this
Warrant.


                                       22
<PAGE>

      ADJUSTMENT  OF WARRANT  EXERCISE  PRICE AND NUMBER OF SHARES.  THE WARRANT
EXERCISE  PRICE AND THE NUMBER OF SHARES OF COMMON STOCK  ISSUABLE UPON EXERCISE
OF THIS WARRANT SHALL BE ADJUSTED  FROM TIME TO TIME AS FOLLOWS  (EXCEPT FOR ANY
ISSUANCES TO CORNELL  CAPITAL  PARTNERS,  LP AND OPTIONS GRANTED AND OUTSTANDING
BEFORE JULY 15, 2005 UNDER A BONA FIDE EMPLOYEE STOCK OPTION PLAN OF THE COMPANY
OR ISSUANCES OF RESTRICTED  STOCK IN CONNECTION WITH AN ACQUISITION OR A CAPITAL
RAISE WHICH WAS ENTERED INTO PRIOR TO JULY 15, 2005):

Adjustment  of Warrant  Exercise  Price and Number of Shares  upon  Issuance  of
Common Stock. If and whenever on or after the Issuance Date of this Warrant, the
Company  issues or sells,  or is deemed to have  issued or sold,  any  shares of
Common Stock (other than (i) Excluded Securities and (ii) shares of Common Stock
which are issued or deemed to have been issued by the Company in connection with
an Approved  Stock Plan or upon exercise or conversion of the Other  Securities)
for a consideration  per share less than a price (the "Applicable  Price") equal
to the Warrant  Exercise Price in effect  immediately  prior to such issuance or
sale, then immediately  after such issue or sale the Warrant Exercise Price then
in effect shall be reduced to an amount equal to such  consideration  per share.
Upon each such adjustment of the Warrant Exercise Price hereunder, the number of
Warrant  Shares  issuable upon exercise of this Warrant shall be adjusted to the
number of shares  determined by multiplying the Warrant Exercise Price in effect
immediately  prior to such  adjustment by the number of Warrant Shares  issuable
upon exercise of this Warrant  immediately prior to such adjustment and dividing
the  product  thereof  by  the  Warrant   Exercise  Price  resulting  from  such
adjustment.

Effect on Warrant Exercise Price of Certain Events.  For purposes of determining
the adjusted  Warrant  Exercise  Price under  Section 8(a) above,  the following
shall be applicable:

Issuance of Options.  If after the date hereof, the Company in any manner grants
any Options and the lowest  price per share for which one share of Common  Stock
is issuable upon the exercise of any such Option or upon  conversion or exchange
of any convertible  securities issuable upon exercise of any such Option is less
than the Applicable Price, then such share of Common Stock shall be deemed to be
outstanding  and to have been  issued and sold by the Company at the time of the
granting or sale of such Option for such price per share.  For  purposes of this
Section 8(b)(i),  the lowest price per share for which one share of Common Stock
is issuable upon exercise of such Options or upon conversion or exchange of such
Convertible  Securities  shall  be  equal to the sum of the  lowest  amounts  of
consideration (if any) received or receivable by the Company with respect to any
one share of Common Stock upon the granting or sale of the Option, upon exercise
of the  Option  or upon  conversion  or  exchange  of any  convertible  security
issuable  upon  exercise of such Option.  No further  adjustment  of the Warrant
Exercise Price shall be made upon the actual issuance of such Common Stock or of
such convertible securities upon the exercise of such Options or upon the actual
issuance of such Common Stock upon  conversion  or exchange of such  convertible
securities.

Issuance of Convertible Securities. If the Company in any manner issues or sells
any convertible securities and the lowest price per share for which one share of
Common Stock is issuable upon the  conversion  or exchange  thereof is less than
the  Applicable  Price,  then such share of Common  Stock  shall be deemed to be
outstanding  and to have been  issued and sold by the Company at the time of the
issuance or sale of such  convertible  securities for such price per share.  For
the purposes of this Section 8(b)(ii),  the lowest price per share for which one
share of Common  Stock is issuable  upon such  conversion  or exchange  shall be
equal to the sum of the lowest  amounts of  consideration  (if any)  received or
receivable  by the Company  with  respect to one share of Common  Stock upon the
issuance or sale of the convertible  security and upon conversion or exchange of
such convertible  security.  No further adjustment of the Warrant Exercise Price
shall be made upon the actual  issuance of such Common Stock upon  conversion or
exchange of such convertible  securities,  and if any such issue or sale of such
convertible securities is made upon exercise of any Options for which adjustment
of the  Warrant  Exercise  Price  had been or are to be made  pursuant  to other
provisions of this Section 8(b), no further  adjustment of the Warrant  Exercise
Price shall be made by reason of such issue or sale.

Change in Option Price or Rate of Conversion. If the purchase price provided for
in any Options,  the additional  consideration,  if any, payable upon the issue,
conversion or exchange of any convertible  securities,  or the rate at which any
convertible  securities are convertible  into or  exchangeable  for Common Stock
changes at any time,  the Warrant  Exercise  Price in effect at the time of such
change shall be adjusted to the Warrant  Exercise Price which would have been in
effect at such time had such Options or convertible securities provided for such
changed purchase price, additional  consideration or changed conversion rate, as
the case may be, at the time initially granted, issued or sold and the number of
Warrant Shares  issuable upon exercise of this Warrant shall be  correspondingly
readjusted.  For purposes of this Section 8(b)(iii),  if the terms of any Option
or  convertible  security that was  outstanding  as of the Issuance Date of this
Warrant  are  changed  in the  manner  described  in the  immediately  preceding
sentence,  then such Option or convertible  security and the Common Stock deemed
issuable upon exercise,  conversion or exchange  thereof shall be deemed to have
been  issued  as of the date of such  change.  No  adjustment  pursuant  to this
Section 8(b) shall be made if such adjustment would result in an increase of the
Warrant Exercise Price then in effect.


                                       23
<PAGE>

Effect on Warrant Exercise Price of Certain Events. For purposes of determining
the adjusted Warrant Exercise Price under Sections 8(a) and 8(b), the following
shall be applicable:

Calculation  of  Consideration   Received.  If  any  Common  Stock,  Options  or
convertible  securities are issued or sold or deemed to have been issued or sold
for cash,  the  consideration  received  therefore  will be deemed to be the net
amount  received  by the  Company  therefore.  If any Common  Stock,  Options or
convertible  securities are issued or sold for a consideration  other than cash,
the amount of such consideration  received by the Company will be the fair value
of such  consideration,  except where such consideration  consists of marketable
securities,  in which case the amount of  consideration  received by the Company
will be the  market  price of such  securities  on the date of  receipt  of such
securities. If any Common Stock, Options or convertible securities are issued to
the owners of the  non-surviving  entity in connection  with any merger in which
the Company is the surviving entity, the amount of consideration  therefore will
be deemed to be the fair value of such portion of the net assets and business of
the  non-surviving  entity as is attributable  to such Common Stock,  Options or
convertible securities,  as the case may be. The fair value of any consideration
other than cash or securities will be determined  jointly by the Company and the
holders of Warrants  representing at least  two-thirds (b) of the Warrant Shares
issuable  upon exercise of the Warrants  then  outstanding.  If such parties are
unable to reach agreement  within ten (10) days after the occurrence of an event
requiring   valuation  (the   "Valuation   Event"),   the  fair  value  of  such
consideration  will be determined  within five (5) Business Days after the tenth
(10th) day following the Valuation Event by an independent,  reputable appraiser
jointly  selected by the Company  and the  holders of Warrants  representing  at
least  two-thirds  (b) of the  Warrant  Shares  issuable  upon  exercise  of the
Warrants then  outstanding.  The  determination of such appraiser shall be final
and binding upon all parties and the fees and expenses of such  appraiser  shall
be borne jointly by the Company and the holders of Warrants.

Integrated  Transactions.  In case any Option is issued in  connection  with the
issue  or sale of other  securities  of the  Company,  together  comprising  one
integrated  transaction in which no specific  consideration is allocated to such
Options by the parties  thereto,  the Options will be deemed to have been issued
for a consideration of $.01.

Treasury Shares.  The number of shares of Common Stock  outstanding at any given
time does not include shares owned or held by or for the account of the Company,
and the  disposition  of any shares so owned or held will be considered an issue
or sale of Common Stock.

Record  Date.  If the Company  takes a record of the holders of Common Stock for
the purpose of  entitling  them (1) to receive a dividend or other  distribution
payable  in  Common  Stock,  Options  or in  convertible  securities  or  (2) to
subscribe for or purchase Common Stock, Options or convertible securities,  then
such  record  date  will be  deemed  to be the date of the  issue or sale of the
shares of Common Stock  deemed to have been issued or sold upon the  declaration
of such  dividend  or the making of such other  distribution  or the date of the
granting of such right of subscription or purchase, as the case may be.

Adjustment of Warrant  Exercise Price upon  Subdivision or Combination of Common
Stock.  If the Company at any time after the date of  issuance  of this  Warrant
subdivides (by any stock split, stock dividend,  recapitalization  or otherwise)
one or more  classes of its  outstanding  shares of Common  Stock into a greater
number of shares, any Warrant Exercise Price in effect immediately prior to such
subdivision will be  proportionately  reduced and the number of shares of Common
Stock  obtainable  upon  exercise  of  this  Warrant  will  be   proportionately
increased. If the Company at any time after the date of issuance of this Warrant
combines (by combination,  reverse stock split or otherwise) one or more classes
of its outstanding  shares of Common Stock into a smaller number of shares,  any
Warrant Exercise Price in effect  immediately  prior to such combination will be
proportionately  increased  and the  number  of  Warrant  Shares  issuable  upon
exercise of this Warrant will be proportionately decreased. Any adjustment under
this Section  8(d) shall  become  effective at the close of business on the date
the subdivision or combination becomes effective.


                                       24
<PAGE>

Distribution  of Assets.  If the Company  shall  declare or make any dividend or
other distribution of its assets (or rights to acquire its assets) to holders of
Common  Stock,  by way of return of capital  or  otherwise  (including,  without
limitation,  any  distribution of cash, stock or other  securities,  property or
options  by  way  of  a   dividend,   spin  off,   reclassification,   corporate
rearrangement  or other similar  transaction)  (a  "Distribution"),  at any time
after the issuance of this Warrant, then, in each such case:

any Warrant Exercise Price in effect  immediately prior to the close of business
on the record  date  fixed for the  determination  of  holders  of Common  Stock
entitled to receive the Distribution shall be reduced, effective as of the close
of business on such record  date,  to a price  determined  by  multiplying  such
Warrant  Exercise  Price by a fraction of which (A) the  numerator  shall be the
Closing Sale Price of the Common Stock on the trading day immediately  preceding
such  record date minus the value of the  Distribution  (as  determined  in good
faith by the  Company's  Board of  Directors)  applicable to one share of Common
Stock,  and (B) the  denominator  shall be the Closing  Sale Price of the Common
Stock on the trading day immediately preceding such record date; and

either (A) the number of Warrant Shares obtainable upon exercise of this Warrant
shall be increased to a number of shares equal to the number of shares of Common
Stock obtainable  immediately  prior to the close of business on the record date
fixed for the  determination  of holders of Common Stock entitled to receive the
Distribution  multiplied  by the  reciprocal  of the  fraction  set forth in the
immediately  preceding  clause (i), or (B) in the event that the Distribution is
of  common  stock of a  company  whose  common  stock is  traded  on a  national
securities exchange or a national automated quotation system, then the holder of
this Warrant shall receive an additional  warrant to purchase Common Stock,  the
terms of which shall be  identical  to those of this  Warrant,  except that such
warrant shall be exercisable  into the amount of the assets that would have been
payable to the  holder of this  Warrant  pursuant  to the  Distribution  had the
holder exercised this Warrant  immediately prior to such record date and with an
exercise  price equal to the amount by which the exercise  price of this Warrant
was  decreased  with  respect to the  Distribution  pursuant to the terms of the
immediately preceding clause (i).

Certain Events.  If any event occurs of the type  contemplated by the provisions
of this Section 8 but not expressly provided for by such provisions  (including,
without  limitation,  the granting of stock appreciation  rights,  phantom stock
rights or other  rights  with  equity  features),  then the  Company's  Board of
Directors will make an appropriate  adjustment in the Warrant Exercise Price and
the number of shares of Common Stock obtainable upon exercise of this Warrant so
as to protect the rights of the holders of the Warrants; provided, except as set
forth in section 8(d),that no such adjustment pursuant to this Section 8(f) will
increase the Warrant  Exercise  Price or decrease the number of shares of Common
Stock obtainable as otherwise determined pursuant to this Section 8.

Notices.
--------

Immediately  upon any adjustment of the Warrant Exercise Price, the Company will
give written  notice  thereof to the holder of this  Warrant,  setting  forth in
reasonable detail, and certifying, the calculation of such adjustment.

The Company will give written  notice to the holder of this Warrant at least ten
(10) days  prior to the date on which the  Company  closes  its books or takes a
record (A) with respect to any dividend or  distribution  upon the Common Stock,
(B) with respect to any pro rata  subscription  offer to holders of Common Stock
or (C) for  determining  rights to vote with  respect to any Organic  Change (as
defined below), dissolution or liquidation, provided that such information shall
be made known to the public  prior to or in  conjunction  with such notice being
provided to such holder.

The Company will also give written notice to the holder of this Warrant at least
ten (10) days  prior to the date on which any  Organic  Change,  dissolution  or
liquidation will take place,  provided that such information shall be made known
to the public prior to or in conjunction with such notice being provided to such
holder.


                                       25
<PAGE>

      PURCHASE RIGHTS; REORGANIZATION,  RECLASSIFICATION,  CONSOLIDATION, MERGER
OR SALE.

In addition to any  adjustments  pursuant to Section 8 above, if at any time the
Company grants, issues or sells any Options, Convertible Securities or rights to
purchase  stock,  warrants,  securities or other property pro rata to the record
holders of any class of Common Stock (the "Purchase Rights"), then the holder of
this  Warrant  will be entitled to acquire,  upon the terms  applicable  to such
Purchase  Rights,  the  aggregate  Purchase  Rights which such holder could have
acquired if such holder had held the number of shares of Common Stock acquirable
upon complete  exercise of this Warrant  immediately  before the date on which a
record is taken for the grant,  issuance or sale of such Purchase Rights, or, if
no such record is taken, the date as of which the record holders of Common Stock
are to be determined for the grant, issue or sale of such Purchase Rights.

Any recapitalization,  reorganization, reclassification,  consolidation, merger,
sale of all or  substantially  all of the Company's  assets to another Person or
other  transaction  in each case which is effected in such a way that holders of
Common  Stock are  entitled  to  receive  (either  directly  or upon  subsequent
liquidation)  stock,  securities  or assets with  respect to or in exchange  for
Common  Stock  is  referred  to  herein  as an  "Organic  Change."  Prior to the
consummation of any (i) sale of all or substantially all of the Company's assets
to an acquiring  Person or (ii) other Organic Change following which the Company
is not a surviving  entity,  the Company will secure from the Person  purchasing
such assets or the successor  resulting  from such Organic Change (in each case,
the "Acquiring Entity") a written agreement (in form and substance  satisfactory
to the holders of Warrants representing at least two-thirds (iii) of the Warrant
Shares  issuable upon exercise of the Warrants then  outstanding)  to deliver to
each  holder of  Warrants  in  exchange  for such  Warrants,  a security  of the
Acquiring Entity evidenced by a written instrument substantially similar in form
and  substance to this Warrant and  satisfactory  to the holders of the Warrants
(including an adjusted  warrant exercise price equal to the value for the Common
Stock  reflected  by the  terms  of such  consolidation,  merger  or  sale,  and
exercisable for a corresponding  number of shares of Common Stock acquirable and
receivable  upon exercise of the Warrants  without regard to any  limitations on
exercise, if the value so reflected is less than any Applicable Warrant Exercise
Price immediately  prior to such  consolidation,  merger or sale).  Prior to the
consummation  of any other Organic  Change,  the Company shall make  appropriate
provision  (in  form and  substance  satisfactory  to the  holders  of  Warrants
representing  a majority of the Warrant  Shares  issuable  upon  exercise of the
Warrants  then  outstanding)  to insure that each of the holders of the Warrants
will  thereafter have the right to acquire and receive in lieu of or in addition
to (as the case may be) the Warrant Shares immediately  theretofore issuable and
receivable  upon the exercise of such holder's  Warrants  (without regard to any
limitations on exercise),  such shares of stock, securities or assets that would
have been  issued or  payable  in such  Organic  Change  with  respect  to or in
exchange  for the number of Warrant  Shares  which would have been  issuable and
receivable  upon the  exercise of such  holder's  Warrant as of the date of such
Organic Change  (without  taking into account any limitations or restrictions on
the exercisability of this Warrant).

      LOST,  STOLEN,  MUTILATED OR DESTROYED  WARRANT.  IF THIS WARRANT IS LOST,
STOLEN,  MUTILATED OR DESTROYED,  THE COMPANY SHALL  PROMPTLY,  ON RECEIPT OF AN
INDEMNIFICATION  UNDERTAKING  (OR,  IN THE  CASE  OF A  MUTILATED  WARRANT,  THE
WARRANT),  ISSUE A NEW WARRANT OF LIKE DENOMINATION AND TENOR AS THIS WARRANT SO
LOST, STOLEN, MUTILATED OR DESTROYED.

      NOTICE. ANY NOTICES, CONSENTS, WAIVERS OR OTHER COMMUNICATIONS REQUIRED OR
PERMITTED  TO BE GIVEN  UNDER THE TERMS OF THIS  WARRANT  MUST BE IN WRITING AND
WILL BE  DEEMED  TO HAVE  BEEN  DELIVERED:  (I)  UPON  RECEIPT,  WHEN  DELIVERED
PERSONALLY;  (II) UPON RECEIPT, WHEN SENT BY FACSIMILE (PROVIDED CONFIRMATION OF
RECEIPT IS  RECEIVED  BY THE  SENDING  PARTY  TRANSMISSION  IS  MECHANICALLY  OR
ELECTRONICALLY  GENERATED AND KEPT ON FILE BY THE SENDING  PARTY);  OR (III) ONE
BUSINESS  DAY AFTER  DEPOSIT  WITH A NATIONALLY  RECOGNIZED  OVERNIGHT  DELIVERY
SERVICE,  IN EACH CASE PROPERLY  ADDRESSED TO THE PARTY TO RECEIVE THE SAME. THE
ADDRESSES AND FACSIMILE NUMBERS FOR SUCH COMMUNICATIONS SHALL BE:


                                       26
<PAGE>

If to Cornell:               Cornell Capital Partners, LP
                             101 Hudson Street - Suite 3700
                             Jersey City, NJ  07302
                             Attention:   Mark A. Angelo
                             Telephone:   (201) 985-8300
                             Facsimile:   (201) 985-8266

With Copy to:                David Gonzalez, Esq.
                             101 Hudson Street - Suite 3700
                             Jersey City, NJ 07302
                             Telephone:   (201) 985-8300
                             Facsimile:   (201) 985-8266


If to the Company, to:       Teleplus Enterprises, Inc.
                             7575 TransCanada - Suite 305
                             St-Laurent, Quebec H4T 1V6
                             Attention:   Marius Silvasan, CEO
                             Telephone:   (514) 344-0778
                             Facsimile:   (514) 344-8675

With a copy to:              Kirkpatrick & Lockhart Nicholson Graham, LLP
                             201 South Biscayne Boulevard, Suite 2000
                             Miami, Florida 33131
                             Attention:   Clayton E. Parker, Esquire
                             Telephone:   (305) 539-3306
                             Facsimile:   (305) 358-7095

If to a holder of this Warrant,  to it at the address and  facsimile  number set
forth on Exhibit C hereto,  with copies to such holder's  representatives as set
forth on Exhibit C, or at such other address and facsimile as shall be delivered
to the Company upon the issuance or transfer of this  Warrant.  Each party shall
provide  five days'  prior  written  notice to the other  party of any change in
address or facsimile  number.  Written  confirmation of receipt (A) given by the
recipient of such notice, consent, facsimile, waiver or other communication, (or
(B) provided by a nationally  recognized  overnight  delivery  service  shall be
rebuttable evidence of personal service,  receipt by facsimile or receipt from a
nationally  recognized overnight delivery service in accordance with clause (i),
(ii) or (iii) above, respectively.

      DATE.  THE  DATE OF THIS  WARRANT  IS SET  FORTH  ON PAGE 1  HEREOF.  THIS
WARRANT, IN ALL EVENTS, SHALL BE WHOLLY VOID AND OF NO EFFECT AFTER THE CLOSE OF
BUSINESS  ON  THE  EXPIRATION  DATE,  EXCEPT  THAT   NOTWITHSTANDING  ANY  OTHER
PROVISIONS  HEREOF,  THE PROVISIONS OF SECTION 8(B) SHALL CONTINUE IN FULL FORCE
AND EFFECT AFTER SUCH DATE AS TO ANY WARRANT SHARES OR OTHER  SECURITIES  ISSUED
UPON THE EXERCISE OF THIS WARRANT.

      AMENDMENT AND WAIVER.  EXCEPT AS OTHERWISE PROVIDED HEREIN, THE PROVISIONS
OF THE  WARRANTS  MAY BE AMENDED  AND THE  COMPANY  MAY TAKE ANY  ACTION  HEREIN
PROHIBITED,  OR OMIT TO PERFORM ANY ACT HEREIN  REQUIRED TO BE  PERFORMED BY IT,
ONLY IF THE COMPANY HAS OBTAINED THE WRITTEN  CONSENT OF THE HOLDERS OF WARRANTS
REPRESENTING AT LEAST TWO-THIRDS OF THE WARRANT SHARES ISSUABLE UPON EXERCISE OF
THE WARRANTS THEN  OUTSTANDING;  PROVIDED THAT, EXCEPT FOR SECTION 8(D), NO SUCH
ACTION MAY INCREASE THE WARRANT  EXERCISE PRICE OR DECREASE THE NUMBER OF SHARES
OR CLASS OF STOCK  OBTAINABLE  UPON EXERCISE OF ANY WARRANT  WITHOUT THE WRITTEN
CONSENT OF THE HOLDER OF SUCH WARRANT.


                                       27
<PAGE>

      DESCRIPTIVE  HEADINGS;  GOVERNING  LAW.  THE  DESCRIPTIVE  HEADINGS OF THE
SEVERAL  SECTIONS AND  PARAGRAPHS  OF THIS WARRANT ARE INSERTED FOR  CONVENIENCE
ONLY AND DO NOT  CONSTITUTE A PART OF THIS WARRANT.  THE  CORPORATE  LAWS OF THE
STATE OF NEW JERSEY SHALL GOVERN ALL ISSUES  CONCERNING  THE RELATIVE  RIGHTS OF
THE  COMPANY  AND  ITS   STOCKHOLDERS.   ALL  OTHER  QUESTIONS   CONCERNING  THE
CONSTRUCTION,  VALIDITY,  ENFORCEMENT AND INTERPRETATION OF THIS AGREEMENT SHALL
BE GOVERNED BY THE  INTERNAL  LAWS OF THE STATE OF NEW  JERSEY,  WITHOUT  GIVING
EFFECT TO ANY CHOICE OF LAW OR CONFLICT OF LAW PROVISION OR RULE (WHETHER OF THE
STATE OF NEW JERSEY OR ANY OTHER JURISDICTIONS) THAT WOULD CAUSE THE APPLICATION
OF THE LAWS OF ANY JURISDICTIONS  OTHER THAN THE STATE OF NEW JERSEY. EACH PARTY
HEREBY  IRREVOCABLY  SUBMITS  TO THE  EXCLUSIVE  JURISDICTION  OF THE  STATE AND
FEDERAL COURTS SITTING IN HUDSON COUNTY AND THE UNITED STATES DISTRICT COURT FOR
THE DISTRICT OF NEW JERSEY,  FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN
CONNECTION HEREWITH OR THEREWITH, OR WITH ANY TRANSACTION CONTEMPLATED HEREBY OR
DISCUSSED HEREIN, AND HEREBY IRREVOCABLY WAIVES, AND AGREES NOT TO ASSERT IN ANY
SUIT, ACTION OR PROCEEDING,  ANY CLAIM THAT IT IS NOT PERSONALLY  SUBJECT TO THE
JURISDICTION OF ANY SUCH COURT,  THAT SUCH SUIT, ACTION OR PROCEEDING IS BROUGHT
IN AN INCONVENIENT FORUM OR THAT THE VENUE OF SUCH SUIT, ACTION OR PROCEEDING IS
IMPROPER.  EACH PARTY HEREBY  IRREVOCABLY WAIVES PERSONAL SERVICE OF PROCESS AND
CONSENTS  TO PROCESS  BEING  SERVED IN ANY SUCH SUIT,  ACTION OR  PROCEEDING  BY
MAILING A COPY THEREOF TO SUCH PARTY AT THE ADDRESS FOR SUCH NOTICES TO IT UNDER
THIS AGREEMENT AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE GOOD AND SUFFICIENT
SERVICE OF PROCESS AND NOTICE THEREOF.  NOTHING CONTAINED HEREIN SHALL BE DEEMED
TO LIMIT IN ANY WAY ANY RIGHT TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW.

      WAIVER OF JURY TRIAL.  AS A MATERIAL  INDUCEMENT  FOR EACH PARTY HERETO TO
ENTER INTO THIS WARRANT,  THE PARTIES  HERETO HEREBY WAIVE ANY RIGHT TO TRIAL BY
JURY IN ANY LEGAL  PROCEEDING  RELATED IN ANY WAY TO THIS WARRANT AND/OR ANY AND
ALL OF THE OTHER DOCUMENTS ASSOCIATED WITH THIS TRANSACTION.


                   REMAINDER OF PAGE INTENTIONALLY LEFT BLANK



                                       28
<PAGE>

      IN WITNESS WHEREOF, the Company has caused this Warrant to be signed as of
the date first set forth above.

                                       TELEPLUS ENTERPRISES, INC.

                                       By: /s/ Marius Silvasan
                                           -------------------------------
                                       Name:    Marius Silvasan
                                       Title:   CEO



                                       29
<PAGE>

                              EXHIBIT A TO WARRANT
                              --------------------

                                 EXERCISE NOTICE
                                 ---------------


                                 TO BE EXECUTED
                BY THE REGISTERED HOLDER TO EXERCISE THIS WARRANT


                           TELEPLUS ENTERPRISES, INC.

      The   undersigned   holder   hereby   exercises   the  right  to  purchase
______________  of the shares of Common  Stock  ("Warrant  Shares")  of Teleplus
Enterprises,  Inc.  (the  "Company"),  evidenced  by the  attached  Warrant (the
"Warrant").  Capitalized  terms used herein and not otherwise defined shall have
the respective meanings set forth in the Warrant.

Specify Method of exercise by check mark:

      1.    ___ Cash Exercise

            (a)   Payment of Warrant  Exercise  Price.  The holder shall pay the
                  Aggregate  Exercise Price of $______________ to the Company in
                  accordance with the terms of the Warrant.

            (b)   Delivery of Warrant  Shares.  The Company shall deliver to the
                  holder  _________  Warrant Shares in accordance with the terms
                  of the Warrant.



      2.    ___ Cashless Exercise

            (a)   Payment of Warrant  Exercise  Price. In lieu of making payment
                  of the Aggregate  Exercise Price, the holder elects to receive
                  upon such  exercise  the Net Number of shares of Common  Stock
                  determined in accordance with the terms of the Warrant.

            (b)   Delivery of Warrant  Shares.  The Company shall deliver to the
                  holder  _________  Warrant Shares in accordance with the terms
                  of the Warrant.


Date: _______________ __, ______

Name of Registered Holder

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


                                       30
<PAGE>

                              EXHIBIT B TO WARRANT


                              FORM OF WARRANT POWER

      FOR VALUE  RECEIVED,  the  undersigned  does hereby assign and transfer to
________________,  Federal Identification No. __________,  a warrant to purchase
____________  shares  of  the  capital  stock  of  Teleplus  Enterprises,   Inc.
represented  by  warrant  certificate  no.  _____,  standing  in the name of the
undersigned  on the  books of said  corporation.  The  undersigned  does  hereby
irrevocably  constitute  and appoint  ______________,  attorney to transfer  the
warrants of said corporation, with full power of substitution in the premises.

Dated:
      ----------------------------       --------------------------------------

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




                                       31
<PAGE>

                                     WARRANT
                                     -------

THE SECURITIES  REPRESENTED BY THIS WARRANT HAVE NOT BEEN  REGISTERED  UNDER THE
SECURITIES ACT OF 1933, AS AMENDED,  OR APPLICABLE  STATE  SECURITIES  LAWS. THE
SECURITIES  HAVE BEEN ACQUIRED FOR  INVESTMENT  AND MAY NOT BE OFFERED FOR SALE,
SOLD,  TRANSFERRED  OR  ASSIGNED  IN THE  ABSENCE OF AN  EFFECTIVE  REGISTRATION
STATEMENT FOR THE SECURITIES  UNDER THE  SECURITIES ACT OF 1933, AS AMENDED,  OR
APPLICABLE  STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL IN A FORM REASONABLY
SATISFACTORY  TO THE ISSUER THAT  REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR
APPLICABLE  STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID
ACT.  NOTWITHSTANDING  THE FOREGOING,  THIS WARRANT MAY BE PLEDGED IN CONNECTION
WITH A BONA FIDE MARGIN ACCOUNT.


                           TELEPLUS ENTERPRISES, INC.


                        WARRANT TO PURCHASE COMMON STOCK

Warrant No.: TLPE-006                               Number of Shares: 10,000,000

Date of Issuance: July 28, 2006

Teleplus  Enterprises,  Inc.,  a  Nevada  corporation  (the  "Company"),  hereby
certifies that, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged,  CORNELL CAPITAL PARTNERS, LP ("Cornell"), the
registered holder hereof or its permitted assigns,  is entitled,  subject to the
terms set forth  below,  to purchase  from the Company  upon  surrender  of this
Warrant,  at any time or times on or after the date hereof,  but not after 11:59
P.M.  Eastern  Time on the  Expiration  Date (as  defined  herein)  Ten  Million
(10,000,000)  fully paid and  nonassessable  shares of Common  Stock (as defined
herein) of the Company (the  "Warrant  Shares") at the exercise  price per share
provided in Section 1(b) below or as subsequently adjusted;  provided,  however,
that in no event shall the holder be entitled  to  exercise  this  Warrant for a
number of Warrant Shares in excess of that number of Warrant Shares which,  upon
giving effect to such  exercise,  would cause the aggregate  number of shares of
Common Stock beneficially owned by the holder and its affiliates to exceed 4.99%
of the outstanding  shares of the Common Stock  following such exercise,  except
within sixty (60) days of the Expiration Date (however,  such restriction may be
waived by Cornell  (but only as to itself and not to any other  holder) upon not
less than 65 days prior notice to the  Company).  For purposes of the  foregoing
provision,  the aggregate number of shares of Common Stock beneficially owned by
the holder and its affiliates shall include the number of shares of Common Stock
issuable upon  exercise of this Warrant with respect to which the  determination
of such  provision is being made, but shall exclude shares of Common Stock which
would be issuable  upon (i)  exercise  of the  remaining,  unexercised  Warrants
beneficially  owned  by the  holder  and its  affiliates  and (ii)  exercise  or
conversion of the unexercised or unconverted  portion of any other securities of
the  Company  beneficially  owned by the holder and its  affiliates  (including,
without  limitation,  any  convertible  notes or preferred  stock)  subject to a
limitation  on  conversion  or exercise  analogous to the  limitation  contained
herein.  Except as set forth in the  preceding  sentence,  for  purposes of this
paragraph,  beneficial  ownership shall be calculated in accordance with Section
13(d) of the Securities  Exchange Act of 1934, as amended.  For purposes of this
Warrant,  in  determining  the number of  outstanding  shares of Common  Stock a
holder may rely on the number of outstanding shares of Common Stock as reflected
in (1) the Company's most recent Form 10-QSB or Form 10-KSB, as the case may be,
(2) a more recent public  announcement by the Company or (3) any other notice by
the Company or its transfer  agent  setting forth the number of shares of Common
Stock  outstanding.  Upon the written  request of any holder,  the Company shall
promptly,  but in no event later than one (1) Business Day following the receipt
of such  notice,  confirm in writing to any such  holder the number of shares of
Common Stock then outstanding.  In any case, the number of outstanding shares of
Common Stock shall be determined after giving effect to the exercise of Warrants
(as defined below) by such holder and its affiliates  since the date as of which
such number of outstanding shares of Common Stock was reported.


                                       32
<PAGE>

This  Warrant  is the common  stock  purchase  warrant  (the  "Warrant")  issued
pursuant to the Securities Purchase Agreement  ("Securities Purchase Agreement")
dated the date hereof  between  the Company and the Buyers  listed on Schedule I
thereto.

Definitions.  The  following  words and terms as used in this Warrant shall have
the following meanings:

"Approved Stock Plan" means any employee benefit plan which has been approved by
the  Board  of  Directors  of the  Company,  pursuant  to  which  the  Company's
securities  may be issued to any  employee,  officer or  director  for  services
provided to the Company.

"Business Day" means any day other than  Saturday,  Sunday or other day on which
commercial  banks in the City of New York are  authorized  or required by law to
remain closed.

"Closing Bid Price" means the closing bid price of Common Stock as quoted on the
Principal  Market (as  reported by  Bloomberg  Financial  Markets  ("Bloomberg")
through its "Volume at Price" function).

"Common Stock" means (i) the Company's common stock, par value $0.001 per share,
and (ii) any capital  stock into which such Common Stock shall have been changed
or any capital stock resulting from a reclassification of such Common Stock.

"Event of  Default"  means an event of  default  under the  Securities  Purchase
Agreement or the Convertible Debentures issued in connection therewith.

"Excluded  Securities" means,  provided such security is issued at a price which
is greater than or equal to the arithmetic  average of the Closing Bid Prices of
the Common Stock for the ten (10) consecutive trading days immediately preceding
the date of issuance,  any of the following:  (a) any issuance by the Company of
securities in connection  with a strategic  partnership  or a joint venture (the
primary  purpose of which is not to raise equity  capital),  (b) any issuance by
the Company of securities as consideration  for a merger or consolidation or the
acquisition of a business,  product,  license, or other assets of another person
or entity and (c) options to purchase shares of Common Stock,  provided (I) such
options are issued  after the date of this  Warrant to  employees of the Company
within  thirty (30) days of such  employee's  starting his  employment  with the
Company,  and  (II) the  exercise  price of such  options  is not less  than the
Closing Bid Price of the Common Stock on the date of issuance of such option.

"Expiration  Date" means the date three (3) years from the Issuance Date of this
Warrant or, if such date falls on a Saturday, Sunday or other day on which banks
are required or  authorized to be closed in the City of New York or the State of
New York or on which  trading does not take place on the  Principal  Exchange or
automated  quotation  system on which the Common Stock is traded (a  "Holiday"),
the next date that is not a Holiday.


                                       33
<PAGE>

"Issuance Date" means the date hereof.

"Options"  means any rights,  warrants or options to  subscribe  for or purchase
Common Stock or Convertible Securities.

"Other  Securities"  means (i) those options and warrants of the Company  issued
prior to, and outstanding on, the Issuance Date of this Warrant, (ii) the shares
of Common Stock issuable on exercise of such options and warrants, provided such
options and warrants are not amended after the Issuance Date of this Warrant and
(iii) the shares of Common Stock issuable upon exercise of this Warrant.

"Person" means an individual,  a limited  liability  company,  a partnership,  a
joint venture,  a corporation,  a trust, an  unincorporated  organization  and a
government or any department or agency thereof.

"Principal  Market"  means  the New York  Stock  Exchange,  the  American  Stock
Exchange,  the Nasdaq National Market, the Nasdaq SmallCap Market,  whichever is
at the time the principal  trading exchange or market for such security,  or the
over-the-counter  market on the  electronic  bulletin board for such security as
reported by  Bloomberg  or, if no bid or sale  information  is reported for such
security by Bloomberg,  then the average of the bid prices of each of the market
makers for such  security  as  reported  in the "pink  sheets"  by the  National
Quotation Bureau, Inc.

"Securities Act" means the Securities Act of 1933, as amended.

"Warrant"  means this Warrant and all Warrants  issued in exchange,  transfer or
replacement thereof.

"Warrant Exercise Price" shall be $0.15 or as subsequently  adjusted as provided
in Section 8 hereof.  Notwithstanding anything to the contrary, upon an Event of
Default, the Warrant Exercise Price shall be $0.05 (or as subsequently  adjusted
as provided in Section 8 hereof).

"Warrant  Shares"  means the shares of Common  Stock  issuable  at any time upon
exercise of this Warrant.

Other Definitional Provisions.

Except as otherwise  specified herein,  all references herein (A) to the Company
shall be deemed to include the Company's  successors  and (B) to any  applicable
law defined or referred to herein shall be deemed  references to such applicable
law as the same may have been or may be  amended  or  supplemented  from time to
time.

When used in this Warrant,  the words  "herein",  "hereof",  and "hereunder" and
words of similar  import,  shall refer to this Warrant as a whole and not to any
provision of this Warrant,  and the words "Section",  "Schedule",  and "Exhibit"
shall refer to Sections of, and Schedules  and Exhibits to, this Warrant  unless
otherwise specified.

Whenever the context so requires,  the neuter  gender  includes the masculine or
feminine, and the singular number includes the plural, and vice versa.

      EXERCISE OF WARRANT.
      --------------------

Subject to the terms and conditions hereof, this Warrant may be exercised by the
holder  hereof  then  registered  on the  books  of the  Company,  pro  rata  as
hereinafter provided, at any time on any Business Day on or after the opening of
business  on such  Business  Day,  commencing  with the first day after the date
hereof,  and prior to 11:59  P.M.  Eastern  Time on the  Expiration  Date (i) by
delivery of a written notice, in the form of the subscription notice attached as
Exhibit A hereto (the "Exercise Notice"),  of such holder's election to exercise
this  Warrant,  which  notice shall  specify the number of Warrant  Shares to be
purchased,  payment to the Company of an amount  equal to the  Warrant  Exercise
Price(s)  applicable to the Warrant  Shares being  purchased,  multiplied by the
number of Warrant Shares (at the applicable  Warrant Exercise Price) as to which
this Warrant is being  exercised  (plus any applicable  issue or transfer taxes)
(the  "Aggregate  Exercise  Price")  in  cash or wire  transfer  of  immediately
available  funds  and the  surrender  of  this  Warrant  (or an  indemnification
undertaking  with  respect  to this  Warrant  in the case of its loss,  theft or
destruction)  to a common carrier for overnight  delivery to the Company as soon
as  practicable  following  such date  ("Cash  Basis") or (ii) if at the time of
exercise,  the  Warrant  Shares  are not  subject to an  effective  registration
statement  or if an Event of Default has  occurred,  by  delivering  an Exercise
Notice and in lieu of making payment of the Aggregate  Exercise Price in cash or
wire  transfer,  elect instead to receive upon such exercise the "Net Number" of
shares of Common  Stock  determined  according  to the  following  formula  (the
"Cashless Exercise"):


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<PAGE>

         Net Number = (A x B) - (A x C)
                      -----------------
                              B

            For purposes of the foregoing formula:

            A     = the total  number of Warrant  Shares  with  respect to which
                  this Warrant is then being exercised.

            B     = the  Closing  Bid Price of the  Common  Stock on the date of
                  exercise of the Warrant.

            C     = the Warrant Exercise Price then in effect for the applicable
                  Warrant Shares at the time of such exercise.

      IN THE EVENT OF ANY EXERCISE OF THE RIGHTS  REPRESENTED BY THIS WARRANT IN
COMPLIANCE  WITH THIS SECTION 2, THE COMPANY  SHALL ON OR BEFORE THE FIFTH (5TH)
BUSINESS DAY FOLLOWING THE DATE OF RECEIPT OF THE EXERCISE NOTICE, THE AGGREGATE
EXERCISE PRICE AND THIS WARRANT (OR AN INDEMNIFICATION  UNDERTAKING WITH RESPECT
TO THIS WARRANT IN THE CASE OF ITS LOSS,  THEFT OR DESTRUCTION)  AND THE RECEIPT
OF THE REPRESENTATIONS OF THE HOLDER SPECIFIED IN SECTION 6 HEREOF, IF REQUESTED
BY THE COMPANY (THE "EXERCISE DELIVERY  DOCUMENTS"),  AND IF THE COMMON STOCK IS
DTC ELIGIBLE,  CREDIT SUCH  AGGREGATE  NUMBER OF SHARES OF COMMON STOCK TO WHICH
THE HOLDER SHALL BE ENTITLED TO THE HOLDER'S OR ITS DESIGNEE'S  BALANCE  ACCOUNT
WITH  THE  DEPOSITORY  TRUST  COMPANY;  PROVIDED,  HOWEVER,  IF THE  HOLDER  WHO
SUBMITTED THE EXERCISE NOTICE REQUESTED  PHYSICAL  DELIVERY OF ANY OR ALL OF THE
WARRANT  SHARES,  OR, IF THE COMMON STOCK IS NOT DTC  ELIGIBLE  THEN THE COMPANY
SHALL,  ON OR BEFORE  THE FIFTH  (5TH)  BUSINESS  DAY  FOLLOWING  RECEIPT OF THE
EXERCISE  DELIVERY  DOCUMENTS,  ISSUE  AND  SURRENDER  TO A COMMON  CARRIER  FOR
OVERNIGHT   DELIVERY  TO  THE  ADDRESS  SPECIFIED  IN  THE  EXERCISE  NOTICE,  A
CERTIFICATE,  REGISTERED IN THE NAME OF THE HOLDER,  FOR THE NUMBER OF SHARES OF
COMMON  STOCK TO WHICH THE HOLDER  SHALL BE ENTITLED  PURSUANT TO SUCH  REQUEST.
UPON DELIVERY OF THE EXERCISE NOTICE AND AGGREGATE EXERCISE PRICE REFERRED TO IN
CLAUSE  (I) OR (II)  ABOVE THE  HOLDER OF THIS  WARRANT  SHALL BE DEEMED FOR ALL
CORPORATE  PURPOSES TO HAVE  BECOME THE HOLDER OF RECORD OF THE  WARRANT  SHARES
WITH RESPECT TO WHICH THIS WARRANT HAS BEEN EXERCISED.  IN THE CASE OF A DISPUTE
AS TO THE  DETERMINATION OF THE WARRANT EXERCISE PRICE, THE CLOSING BID PRICE OR
THE  ARITHMETIC  CALCULATION OF THE WARRANT  SHARES,  THE COMPANY SHALL PROMPTLY
ISSUE TO THE HOLDER THE NUMBER OF WARRANT  SHARES THAT IS NOT DISPUTED AND SHALL
SUBMIT THE DISPUTED  DETERMINATIONS OR ARITHMETIC CALCULATIONS TO THE HOLDER VIA
FACSIMILE  WITHIN  ONE (1)  BUSINESS  DAY OF RECEIPT  OF THE  HOLDER'S  EXERCISE
NOTICE.

If the holder and the Company are unable to agree upon the  determination of the
Warrant  Exercise  Price or arithmetic  calculation of the Warrant Shares within
one (1) day of such  disputed  determination  or  arithmetic  calculation  being
submitted to the holder, then the Company shall immediately submit via facsimile
(i) the disputed  determination of the Warrant Exercise Price or the Closing Bid
Price to an independent,  reputable investment banking firm or (ii) the disputed
arithmetic  calculation  of  the  Warrant  Shares  to its  independent,  outside
accountant.  The  Company  shall  cause  the  investment  banking  firm  or  the
accountant,  as the case may be, to perform the  determinations  or calculations
and notify the Company  and the holder of the results no later than  forty-eight
(48)  hours  from  the  time  it  receives   the  disputed   determinations   or
calculations.  Such investment  banking firm's or accountant's  determination or
calculation,  as the case may be,  shall be deemed  conclusive  absent  manifest
error.

Unless the rights  represented  by this Warrant shall have expired or shall have
been fully exercised,  the Company shall, as soon as practicable and in no event
later than five (5)  Business  Days after any  exercise  and at its own expense,
issue a new Warrant  identical in all respects to this Warrant  exercised except
it shall represent  rights to purchase the number of Warrant Shares  purchasable
immediately prior to such exercise under this Warrant exercised, less the number
of Warrant Shares with respect to which such Warrant is exercised.


                                       35
<PAGE>

No fractional Warrant Shares are to be issued upon any pro rata exercise of this
Warrant,  but rather the number of Warrant  Shares  issued upon such exercise of
this Warrant shall be rounded up or down to the nearest whole number.

If the Company or its Transfer  Agent shall fail for any reason or for no reason
to issue to the holder within ten (10) days of receipt of the Exercise  Delivery
Documents, a certificate for the number of Warrant Shares to which the holder is
entitled or to credit the holder's  balance  account with The  Depository  Trust
Company for such number of Warrant  Shares to which the holder is entitled  upon
the holder's  exercise of this Warrant,  the Company  shall,  in addition to any
other remedies under this Warrant or the Placement  Agent Agreement or otherwise
available to such holder,  pay as  additional  damages in cash to such holder on
each day the  issuance  of such  certificate  for  Warrant  Shares is not timely
effected  an amount  equal to 0.025% of the product of (A) the sum of the number
of Warrant  Shares  not issued to the holder on a timely  basis and to which the
holder is  entitled,  and (B) the Closing Bid Price of the Common  Stock for the
trading day immediately preceding the last possible date which the Company could
have issued such Common Stock to the holder without violating this Section 2.

If within ten (10) days after the  Company's  receipt of the  Exercise  Delivery
Documents,  the  Company  fails to  deliver a new  Warrant to the holder for the
number of Warrant Shares to which such holder is entitled  pursuant to Section 2
hereof,  then, in addition to any other available remedies under this Warrant or
the  Placement  Agent  Agreement,  or otherwise  available  to such holder,  the
Company shall pay as additional damages in cash to such holder on each day after
such  tenth  (10th)  day that such  delivery  of such new  Warrant is not timely
effected in an amount equal to 0.25% of the product of (A) the number of Warrant
Shares  represented by the portion of this Warrant which is not being  exercised
and (B)  the  Closing  Bid  Price  of the  Common  Stock  for  the  trading  day
immediately preceding the last possible date which the Company could have issued
such Warrant to the holder without violating this Section 2.

Forced  Exercise by the Company.  At the option of the Company,  the Company may
force  Cornell to exercise the Warrant at an price equal to $0.20  provided that
(i) the Company's Common Stock is trading at $0.30 or higher for a period of ten
(10)  consecutive  Trading Days  immediately  prior to such  exercise,  (ii) the
trading volume during those ten (10) Trading Days exceeds Four Hundred  Thousand
(400,000)  shares  per day,  (iii) the  Warrant  Shares are  registered  and the
registration  statement is declared  effective and (iv) such forced  exercise by
the  Company  shall  not cause the  aggregate  number of shares of Common  Stock
beneficially  owned by the  holder  and its  affiliates  to exceed  4.99% of the
outstanding shares of the Common Stock following such exercise.

      COVENANTS AS TO COMMON STOCK.  THE COMPANY HEREBY  COVENANTS AND AGREES AS
FOLLOWS:


This Warrant is, and any Warrants issued in  substitution  for or replacement of
this Warrant will upon issuance be, duly authorized and validly issued.

All  Warrant  Shares  which  may be  issued  upon  the  exercise  of the  rights
represented by this Warrant will, upon issuance,  be validly issued,  fully paid
and nonassessable and free from all taxes, liens and charges with respect to the
issue thereof.

During the period  within  which the rights  represented  by this Warrant may be
exercised,  the Company will at all times have  authorized and reserved at least
one hundred  percent  (100%) of the number of shares of Common  Stock  needed to
provide for the exercise of the rights then  represented by this Warrant and the
par  value  of said  shares  will at all  times  be less  than or  equal  to the
applicable  Warrant  Exercise  Price. If at any time the Company does not have a
sufficient  number of shares of Common Stock authorized and available,  then the
Company shall call and hold a special meeting of its  stockholders  within sixty
(60)  days of that  time  for the sole  purpose  of  increasing  the  number  of
authorized shares of Common Stock.

If at any time after the date  hereof  the  Company  shall  file a  registration
statement,  the Company shall include the Warrant Shares issuable to the holder,
pursuant to the terms of this Warrant and shall  maintain,  so long as any other
shares of Common Stock shall be so listed,  such  listing of all Warrant  Shares
from time to time issuable  upon the exercise of this  Warrant;  and the Company
shall  so list on each  national  securities  exchange  or  automated  quotation
system, as the case may be, and shall maintain such listing of, any other shares
of capital  stock of the Company  issuable  upon the exercise of this Warrant if
and so long as any  shares of the same  class  shall be listed on such  national
securities exchange or automated quotation system.


                                       36
<PAGE>

The Company will not, by amendment of its Articles of  Incorporation  or through
any  reorganization,  transfer of assets,  consolidation,  merger,  dissolution,
issue or sale of securities,  or any other  voluntary  action,  avoid or seek to
avoid  the  observance  or  performance  of any of the terms to be  observed  or
performed  by it  hereunder,  but will at all times in good faith  assist in the
carrying out of all the provisions of this Warrant and in the taking of all such
action as may  reasonably be requested by the holder of this Warrant in order to
protect the exercise privilege of the holder of this Warrant against dilution or
other  impairment,  consistent  with the tenor and purpose of this Warrant.  The
Company will not increase the par value of any shares of Common Stock receivable
upon the  exercise  of this  Warrant  above the Warrant  Exercise  Price then in
effect,  and (ii) will take all such actions as may be necessary or  appropriate
in  order  that the  Company  may  validly  and  legally  issue  fully  paid and
nonassessable shares of Common Stock upon the exercise of this Warrant.

This  Warrant  will be binding  upon any  entity  succeeding  to the  Company by
merger,  consolidation  or  acquisition  of  all  or  substantially  all  of the
Company's assets.

      TAXES.  THE  COMPANY  SHALL PAY ANY AND ALL TAXES,  EXCEPT ANY  APPLICABLE
WITHHOLDING,  WHICH MAY BE PAYABLE  WITH RESPECT TO THE ISSUANCE AND DELIVERY OF
WARRANT SHARES UPON EXERCISE OF THIS WARRANT.

      WARRANT HOLDER NOT DEEMED A STOCKHOLDER.  EXCEPT AS OTHERWISE SPECIFICALLY
PROVIDED HEREIN,  NO HOLDER,  AS SUCH, OF THIS WARRANT SHALL BE ENTITLED TO VOTE
OR RECEIVE  DIVIDENDS OR BE DEEMED THE HOLDER OF SHARES OF CAPITAL  STOCK OF THE
COMPANY  FOR ANY  PURPOSE,  NOR SHALL  ANYTHING  CONTAINED  IN THIS  WARRANT  BE
CONSTRUED  TO CONFER  UPON THE HOLDER  HEREOF,  AS SUCH,  ANY OF THE RIGHTS OF A
STOCKHOLDER OF THE COMPANY OR ANY RIGHT TO VOTE, GIVE OR WITHHOLD CONSENT TO ANY
CORPORATE ACTION (WHETHER ANY REORGANIZATION,  ISSUE OF STOCK,  RECLASSIFICATION
OF STOCK,  CONSOLIDATION,  MERGER,  CONVEYANCE OR OTHERWISE),  RECEIVE NOTICE OF
MEETINGS,  RECEIVE DIVIDENDS OR SUBSCRIPTION RIGHTS, OR OTHERWISE,  PRIOR TO THE
ISSUANCE TO THE HOLDER OF THIS WARRANT OF THE WARRANT  SHARES WHICH HE OR SHE IS
THEN  ENTITLED TO RECEIVE  UPON THE DUE EXERCISE OF THIS  WARRANT.  IN ADDITION,
NOTHING CONTAINED IN THIS WARRANT SHALL BE CONSTRUED AS IMPOSING ANY LIABILITIES
ON SUCH HOLDER TO PURCHASE  ANY  SECURITIES  (UPON  EXERCISE OF THIS  WARRANT OR
OTHERWISE)  OR AS A STOCKHOLDER  OF THE COMPANY,  WHETHER SUCH  LIABILITIES  ARE
ASSERTED BY THE COMPANY OR BY  CREDITORS OF THE  COMPANY.  NOTWITHSTANDING  THIS
SECTION 5, THE COMPANY  WILL  PROVIDE THE HOLDER OF THIS  WARRANT WITH COPIES OF
THE SAME NOTICES AND OTHER  INFORMATION GIVEN TO THE STOCKHOLDERS OF THE COMPANY
GENERALLY, CONTEMPORANEOUSLY WITH THE GIVING THEREOF TO THE STOCKHOLDERS.

      REPRESENTATIONS OF HOLDER.  THE HOLDER OF THIS WARRANT,  BY THE ACCEPTANCE
HEREOF,  REPRESENTS THAT IT IS ACQUIRING THIS WARRANT AND THE WARRANT SHARES FOR
ITS OWN ACCOUNT FOR INVESTMENT  ONLY AND NOT WITH A VIEW TOWARDS,  OR FOR RESALE
IN  CONNECTION  WITH,  THE PUBLIC SALE OR  DISTRIBUTION  OF THIS  WARRANT OR THE
WARRANT  SHARES,  EXCEPT  PURSUANT TO SALES  REGISTERED  OR  EXEMPTED  UNDER THE
SECURITIES ACT; PROVIDED,  HOWEVER,  THAT BY MAKING THE REPRESENTATIONS  HEREIN,
THE HOLDER DOES NOT AGREE TO HOLD THIS WARRANT OR ANY OF THE WARRANT  SHARES FOR
ANY MINIMUM OR OTHER  SPECIFIC  TERM AND  RESERVES  THE RIGHT TO DISPOSE OF THIS
WARRANT AND THE WARRANT  SHARES AT ANY TIME IN ACCORDANCE  WITH OR PURSUANT TO A
REGISTRATION  STATEMENT OR AN EXEMPTION  UNDER THE SECURITIES ACT. THE HOLDER OF
THIS WARRANT FURTHER  REPRESENTS,  BY ACCEPTANCE HEREOF,  THAT, AS OF THIS DATE,
SUCH  HOLDER  IS AN  "ACCREDITED  INVESTOR"  AS  SUCH  TERM IS  DEFINED  IN RULE
501(A)(1) OF REGULATION D PROMULGATED BY THE SECURITIES AND EXCHANGE  COMMISSION
UNDER THE  SECURITIES  ACT (AN  "ACCREDITED  INVESTOR").  UPON  EXERCISE OF THIS
WARRANT THE HOLDER SHALL, IF REQUESTED BY THE COMPANY,  CONFIRM IN WRITING, IN A
FORM SATISFACTORY TO THE COMPANY, THAT THE WARRANT SHARES SO PURCHASED ARE BEING
ACQUIRED  SOLELY FOR THE HOLDER'S OWN ACCOUNT AND NOT AS A NOMINEE FOR ANY OTHER
PARTY,  FOR  INVESTMENT,  AND NOT WITH A VIEW TOWARD  DISTRIBUTION OR RESALE AND
THAT SUCH HOLDER IS AN  ACCREDITED  INVESTOR.  IF SUCH  HOLDER  CANNOT MAKE SUCH
REPRESENTATIONS  BECAUSE  THEY  WOULD  BE  FACTUALLY  INCORRECT,  IT  SHALL BE A
CONDITION TO SUCH  HOLDER'S  EXERCISE OF THIS  WARRANT THAT THE COMPANY  RECEIVE
SUCH OTHER  REPRESENTATIONS  AS THE COMPANY  CONSIDERS  REASONABLY  NECESSARY TO
ASSURE THE COMPANY THAT THE  ISSUANCE OF ITS  SECURITIES  UPON  EXERCISE OF THIS
WARRANT SHALL NOT VIOLATE ANY UNITED STATES OR STATE SECURITIES LAWS.

      OWNERSHIP AND TRANSFER.
      -----------------------

The Company  shall  maintain at its principal  executive  offices (or such other
office or agency of the  Company  as it may  designate  by notice to the  holder
hereof), a register for this Warrant, in which the Company shall record the name
and address of the person in whose name this Warrant has been issued, as well as
the name and  address of each  transferee.  The  Company may treat the person in
whose name any  Warrant is  registered  on the  register as the owner and holder
thereof for all purposes, notwithstanding any notice to the contrary, but in all
events  recognizing  any  transfers  made in  accordance  with the terms of this
Warrant.


                                       37
<PAGE>

      ADJUSTMENT  OF WARRANT  EXERCISE  PRICE AND NUMBER OF SHARES.  THE WARRANT
EXERCISE  PRICE AND THE NUMBER OF SHARES OF COMMON STOCK  ISSUABLE UPON EXERCISE
OF THIS WARRANT SHALL BE ADJUSTED  FROM TIME TO TIME AS FOLLOWS  (EXCEPT FOR ANY
ISSUANCES TO CORNELL  CAPITAL  PARTNERS,  LP AND OPTIONS GRANTED AND OUTSTANDING
BEFORE JULY 15, 2005 UNDER A BONA FIDE EMPLOYEE STOCK OPTION PLAN OF THE COMPANY
OR ISSUANCES OF RESTRICTED  STOCK IN CONNECTION WITH AN ACQUISITION OR A CAPITAL
RAISE WHICH WAS ENTERED INTO PRIOR TO JULY 15, 2005):

Adjustment  of Warrant  Exercise  Price and Number of Shares  upon  Issuance  of
Common Stock. If and whenever on or after the Issuance Date of this Warrant, the
Company  issues or sells,  or is deemed to have  issued or sold,  any  shares of
Common Stock (other than (i) Excluded Securities and (ii) shares of Common Stock
which are issued or deemed to have been issued by the Company in connection with
an Approved  Stock Plan or upon exercise or conversion of the Other  Securities)
for a consideration  per share less than a price (the "Applicable  Price") equal
to the Warrant  Exercise Price in effect  immediately  prior to such issuance or
sale, then immediately  after such issue or sale the Warrant Exercise Price then
in effect shall be reduced to an amount equal to such  consideration  per share.
Upon each such adjustment of the Warrant Exercise Price hereunder, the number of
Warrant  Shares  issuable upon exercise of this Warrant shall be adjusted to the
number of shares  determined by multiplying the Warrant Exercise Price in effect
immediately  prior to such  adjustment by the number of Warrant Shares  issuable
upon exercise of this Warrant  immediately prior to such adjustment and dividing
the  product  thereof  by  the  Warrant   Exercise  Price  resulting  from  such
adjustment.

Effect on Warrant Exercise Price of Certain Events.  For purposes of determining
the adjusted  Warrant  Exercise  Price under  Section 8(a) above,  the following
shall be applicable:

Issuance of Options.  If after the date hereof, the Company in any manner grants
any Options and the lowest  price per share for which one share of Common  Stock
is issuable upon the exercise of any such Option or upon  conversion or exchange
of any convertible  securities issuable upon exercise of any such Option is less
than the Applicable Price, then such share of Common Stock shall be deemed to be
outstanding  and to have been  issued and sold by the Company at the time of the
granting or sale of such Option for such price per share.  For  purposes of this
Section 8(b)(i),  the lowest price per share for which one share of Common Stock
is issuable upon exercise of such Options or upon conversion or exchange of such
Convertible  Securities  shall  be  equal to the sum of the  lowest  amounts  of
consideration (if any) received or receivable by the Company with respect to any
one share of Common Stock upon the granting or sale of the Option, upon exercise
of the  Option  or upon  conversion  or  exchange  of any  convertible  security
issuable  upon  exercise of such Option.  No further  adjustment  of the Warrant
Exercise Price shall be made upon the actual issuance of such Common Stock or of
such convertible securities upon the exercise of such Options or upon the actual
issuance of such Common Stock upon  conversion  or exchange of such  convertible
securities.

Issuance of Convertible Securities. If the Company in any manner issues or sells
any convertible securities and the lowest price per share for which one share of
Common Stock is issuable upon the  conversion  or exchange  thereof is less than
the  Applicable  Price,  then such share of Common  Stock  shall be deemed to be
outstanding  and to have been  issued and sold by the Company at the time of the
issuance or sale of such  convertible  securities for such price per share.  For
the purposes of this Section 8(b)(ii),  the lowest price per share for which one
share of Common  Stock is issuable  upon such  conversion  or exchange  shall be
equal to the sum of the lowest  amounts of  consideration  (if any)  received or
receivable  by the Company  with  respect to one share of Common  Stock upon the
issuance or sale of the convertible  security and upon conversion or exchange of
such convertible  security.  No further adjustment of the Warrant Exercise Price
shall be made upon the actual  issuance of such Common Stock upon  conversion or
exchange of such convertible  securities,  and if any such issue or sale of such
convertible securities is made upon exercise of any Options for which adjustment
of the  Warrant  Exercise  Price  had been or are to be made  pursuant  to other
provisions of this Section 8(b), no further  adjustment of the Warrant  Exercise
Price shall be made by reason of such issue or sale.


                                       38
<PAGE>

Change in Option Price or Rate of Conversion. If the purchase price provided for
in any Options,  the additional  consideration,  if any, payable upon the issue,
conversion or exchange of any convertible  securities,  or the rate at which any
convertible  securities are convertible  into or  exchangeable  for Common Stock
changes at any time,  the Warrant  Exercise  Price in effect at the time of such
change shall be adjusted to the Warrant  Exercise Price which would have been in
effect at such time had such Options or convertible securities provided for such
changed purchase price, additional  consideration or changed conversion rate, as
the case may be, at the time initially granted, issued or sold and the number of
Warrant Shares  issuable upon exercise of this Warrant shall be  correspondingly
readjusted.  For purposes of this Section 8(b)(iii),  if the terms of any Option
or  convertible  security that was  outstanding  as of the Issuance Date of this
Warrant  are  changed  in the  manner  described  in the  immediately  preceding
sentence,  then such Option or convertible  security and the Common Stock deemed
issuable upon exercise,  conversion or exchange  thereof shall be deemed to have
been  issued  as of the date of such  change.  No  adjustment  pursuant  to this
Section 8(b) shall be made if such adjustment would result in an increase of the
Warrant Exercise Price then in effect.

Effect on Warrant Exercise Price of Certain Events.  For purposes of determining
the adjusted  Warrant Exercise Price under Sections 8(a) and 8(b), the following
shall be applicable:

Calculation  of  Consideration   Received.  If  any  Common  Stock,  Options  or
convertible  securities are issued or sold or deemed to have been issued or sold
for cash,  the  consideration  received  therefore  will be deemed to be the net
amount  received  by the  Company  therefore.  If any Common  Stock,  Options or
convertible  securities are issued or sold for a consideration  other than cash,
the amount of such consideration  received by the Company will be the fair value
of such  consideration,  except where such consideration  consists of marketable
securities,  in which case the amount of  consideration  received by the Company
will be the  market  price of such  securities  on the date of  receipt  of such
securities. If any Common Stock, Options or convertible securities are issued to
the owners of the  non-surviving  entity in connection  with any merger in which
the Company is the surviving entity, the amount of consideration  therefore will
be deemed to be the fair value of such portion of the net assets and business of
the  non-surviving  entity as is attributable  to such Common Stock,  Options or
convertible securities,  as the case may be. The fair value of any consideration
other than cash or securities will be determined  jointly by the Company and the
holders of Warrants  representing at least  two-thirds (b) of the Warrant Shares
issuable  upon exercise of the Warrants  then  outstanding.  If such parties are
unable to reach agreement  within ten (10) days after the occurrence of an event
requiring   valuation  (the   "Valuation   Event"),   the  fair  value  of  such
consideration  will be determined  within five (5) Business Days after the tenth
(10th) day following the Valuation Event by an independent,  reputable appraiser
jointly  selected by the Company  and the  holders of Warrants  representing  at
least  two-thirds  (b) of the  Warrant  Shares  issuable  upon  exercise  of the
Warrants then  outstanding.  The  determination of such appraiser shall be final
and binding upon all parties and the fees and expenses of such  appraiser  shall
be borne jointly by the Company and the holders of Warrants.

Integrated  Transactions.  In case any Option is issued in  connection  with the
issue  or sale of other  securities  of the  Company,  together  comprising  one
integrated  transaction in which no specific  consideration is allocated to such
Options by the parties  thereto,  the Options will be deemed to have been issued
for a consideration of $.01.

Treasury Shares.  The number of shares of Common Stock  outstanding at any given
time does not include shares owned or held by or for the account of the Company,
and the  disposition  of any shares so owned or held will be considered an issue
or sale of Common Stock.

Record  Date.  If the Company  takes a record of the holders of Common Stock for
the purpose of  entitling  them (1) to receive a dividend or other  distribution
payable  in  Common  Stock,  Options  or in  convertible  securities  or  (2) to
subscribe for or purchase Common Stock, Options or convertible securities,  then
such  record  date  will be  deemed  to be the date of the  issue or sale of the
shares of Common Stock  deemed to have been issued or sold upon the  declaration
of such  dividend  or the making of such other  distribution  or the date of the
granting of such right of subscription or purchase, as the case may be.

Adjustment of Warrant  Exercise Price upon  Subdivision or Combination of Common
Stock.  If the Company at any time after the date of  issuance  of this  Warrant
subdivides (by any stock split, stock dividend,  recapitalization  or otherwise)
one or more  classes of its  outstanding  shares of Common  Stock into a greater
number of shares, any Warrant Exercise Price in effect immediately prior to such
subdivision will be  proportionately  reduced and the number of shares of Common
Stock  obtainable  upon  exercise  of  this  Warrant  will  be   proportionately
increased. If the Company at any time after the date of issuance of this Warrant
combines (by combination,  reverse stock split or otherwise) one or more classes
of its outstanding  shares of Common Stock into a smaller number of shares,  any
Warrant Exercise Price in effect  immediately  prior to such combination will be
proportionately  increased  and the  number  of  Warrant  Shares  issuable  upon
exercise of this Warrant will be proportionately decreased. Any adjustment under
this Section  8(d) shall  become  effective at the close of business on the date
the subdivision or combination becomes effective.


                                       39
<PAGE>

Distribution  of Assets.  If the Company  shall  declare or make any dividend or
other distribution of its assets (or rights to acquire its assets) to holders of
Common  Stock,  by way of return of capital  or  otherwise  (including,  without
limitation,  any  distribution of cash, stock or other  securities,  property or
options  by  way  of  a   dividend,   spin  off,   reclassification,   corporate
rearrangement  or other similar  transaction)  (a  "Distribution"),  at any time
after the issuance of this Warrant, then, in each such case:

any Warrant Exercise Price in effect  immediately prior to the close of business
on the record  date  fixed for the  determination  of  holders  of Common  Stock
entitled to receive the Distribution shall be reduced, effective as of the close
of business on such record  date,  to a price  determined  by  multiplying  such
Warrant  Exercise  Price by a fraction of which (A) the  numerator  shall be the
Closing Sale Price of the Common Stock on the trading day immediately  preceding
such  record date minus the value of the  Distribution  (as  determined  in good
faith by the  Company's  Board of  Directors)  applicable to one share of Common
Stock,  and (B) the  denominator  shall be the Closing  Sale Price of the Common
Stock on the trading day immediately preceding such record date; and

either (A) the number of Warrant Shares obtainable upon exercise of this Warrant
shall be increased to a number of shares equal to the number of shares of Common
Stock obtainable  immediately  prior to the close of business on the record date
fixed for the  determination  of holders of Common Stock entitled to receive the
Distribution  multiplied  by the  reciprocal  of the  fraction  set forth in the
immediately  preceding  clause (i), or (B) in the event that the Distribution is
of  common  stock of a  company  whose  common  stock is  traded  on a  national
securities exchange or a national automated quotation system, then the holder of
this Warrant shall receive an additional  warrant to purchase Common Stock,  the
terms of which shall be  identical  to those of this  Warrant,  except that such
warrant shall be exercisable  into the amount of the assets that would have been
payable to the  holder of this  Warrant  pursuant  to the  Distribution  had the
holder exercised this Warrant  immediately prior to such record date and with an
exercise  price equal to the amount by which the exercise  price of this Warrant
was  decreased  with  respect to the  Distribution  pursuant to the terms of the
immediately preceding clause (i).

Certain Events.  If any event occurs of the type  contemplated by the provisions
of this Section 8 but not expressly provided for by such provisions  (including,
without  limitation,  the granting of stock appreciation  rights,  phantom stock
rights or other  rights  with  equity  features),  then the  Company's  Board of
Directors will make an appropriate  adjustment in the Warrant Exercise Price and
the number of shares of Common Stock obtainable upon exercise of this Warrant so
as to protect the rights of the holders of the Warrants; provided, except as set
forth in section 8(d),that no such adjustment pursuant to this Section 8(f) will
increase the Warrant  Exercise  Price or decrease the number of shares of Common
Stock obtainable as otherwise determined pursuant to this Section 8.

Notices.

Immediately  upon any adjustment of the Warrant Exercise Price, the Company will
give written  notice  thereof to the holder of this  Warrant,  setting  forth in
reasonable detail, and certifying, the calculation of such adjustment.

The Company will give written  notice to the holder of this Warrant at least ten
(10) days  prior to the date on which the  Company  closes  its books or takes a
record (A) with respect to any dividend or  distribution  upon the Common Stock,
(B) with respect to any pro rata  subscription  offer to holders of Common Stock
or (C) for  determining  rights to vote with  respect to any Organic  Change (as
defined below), dissolution or liquidation, provided that such information shall
be made known to the public  prior to or in  conjunction  with such notice being
provided to such holder.

The Company will also give written notice to the holder of this Warrant at least
ten (10) days  prior to the date on which any  Organic  Change,  dissolution  or
liquidation will take place,  provided that such information shall be made known
to the public prior to or in conjunction with such notice being provided to such
holder.


                                       40
<PAGE>

      PURCHASE RIGHTS; REORGANIZATION,  RECLASSIFICATION,  CONSOLIDATION, MERGER
OR SALE.

In addition to any  adjustments  pursuant to Section 8 above, if at any time the
Company grants, issues or sells any Options, Convertible Securities or rights to
purchase  stock,  warrants,  securities or other property pro rata to the record
holders of any class of Common Stock (the "Purchase Rights"), then the holder of
this  Warrant  will be entitled to acquire,  upon the terms  applicable  to such
Purchase  Rights,  the  aggregate  Purchase  Rights which such holder could have
acquired if such holder had held the number of shares of Common Stock acquirable
upon complete  exercise of this Warrant  immediately  before the date on which a
record is taken for the grant,  issuance or sale of such Purchase Rights, or, if
no such record is taken, the date as of which the record holders of Common Stock
are to be determined for the grant, issue or sale of such Purchase Rights.

Any recapitalization,  reorganization, reclassification,  consolidation, merger,
sale of all or  substantially  all of the Company's  assets to another Person or
other  transaction  in each case which is effected in such a way that holders of
Common  Stock are  entitled  to  receive  (either  directly  or upon  subsequent
liquidation)  stock,  securities  or assets with  respect to or in exchange  for
Common  Stock  is  referred  to  herein  as an  "Organic  Change."  Prior to the
consummation of any (i) sale of all or substantially all of the Company's assets
to an acquiring  Person or (ii) other Organic Change following which the Company
is not a surviving  entity,  the Company will secure from the Person  purchasing
such assets or the successor  resulting  from such Organic Change (in each case,
the "Acquiring Entity") a written agreement (in form and substance  satisfactory
to the holders of Warrants representing at least two-thirds (iii) of the Warrant
Shares  issuable upon exercise of the Warrants then  outstanding)  to deliver to
each  holder of  Warrants  in  exchange  for such  Warrants,  a security  of the
Acquiring Entity evidenced by a written instrument substantially similar in form
and  substance to this Warrant and  satisfactory  to the holders of the Warrants
(including an adjusted  warrant exercise price equal to the value for the Common
Stock  reflected  by the  terms  of such  consolidation,  merger  or  sale,  and
exercisable for a corresponding  number of shares of Common Stock acquirable and
receivable  upon exercise of the Warrants  without regard to any  limitations on
exercise, if the value so reflected is less than any Applicable Warrant Exercise
Price immediately  prior to such  consolidation,  merger or sale).  Prior to the
consummation  of any other Organic  Change,  the Company shall make  appropriate
provision  (in  form and  substance  satisfactory  to the  holders  of  Warrants
representing  a majority of the Warrant  Shares  issuable  upon  exercise of the
Warrants  then  outstanding)  to insure that each of the holders of the Warrants
will  thereafter have the right to acquire and receive in lieu of or in addition
to (as the case may be) the Warrant Shares immediately  theretofore issuable and
receivable  upon the exercise of such holder's  Warrants  (without regard to any
limitations on exercise),  such shares of stock, securities or assets that would
have been  issued or  payable  in such  Organic  Change  with  respect  to or in
exchange  for the number of Warrant  Shares  which would have been  issuable and
receivable  upon the  exercise of such  holder's  Warrant as of the date of such
Organic Change  (without  taking into account any limitations or restrictions on
the exercisability of this Warrant).

      LOST,  STOLEN,  MUTILATED OR DESTROYED  WARRANT.  IF THIS WARRANT IS LOST,
STOLEN,  MUTILATED OR DESTROYED,  THE COMPANY SHALL  PROMPTLY,  ON RECEIPT OF AN
INDEMNIFICATION  UNDERTAKING  (OR,  IN THE  CASE  OF A  MUTILATED  WARRANT,  THE
WARRANT),  ISSUE A NEW WARRANT OF LIKE DENOMINATION AND TENOR AS THIS WARRANT SO
LOST, STOLEN, MUTILATED OR DESTROYED.

      NOTICE. ANY NOTICES, CONSENTS, WAIVERS OR OTHER COMMUNICATIONS REQUIRED OR
PERMITTED  TO BE GIVEN  UNDER THE TERMS OF THIS  WARRANT  MUST BE IN WRITING AND
WILL BE  DEEMED  TO HAVE  BEEN  DELIVERED:  (I)  UPON  RECEIPT,  WHEN  DELIVERED
PERSONALLY;  (II) UPON RECEIPT, WHEN SENT BY FACSIMILE (PROVIDED CONFIRMATION OF
RECEIPT IS  RECEIVED  BY THE  SENDING  PARTY  TRANSMISSION  IS  MECHANICALLY  OR
ELECTRONICALLY  GENERATED AND KEPT ON FILE BY THE SENDING  PARTY);  OR (III) ONE
BUSINESS  DAY AFTER  DEPOSIT  WITH A NATIONALLY  RECOGNIZED  OVERNIGHT  DELIVERY
SERVICE,  IN EACH CASE PROPERLY  ADDRESSED TO THE PARTY TO RECEIVE THE SAME. THE
ADDRESSES AND FACSIMILE NUMBERS FOR SUCH COMMUNICATIONS SHALL BE:


                                       41
<PAGE>

If to Cornell:             Cornell Capital Partners, LP
                           101 Hudson Street - Suite 3700
                           Jersey City, NJ  07302
                           Attention:   Mark A. Angelo
                           Telephone:   (201) 985-8300
                           Facsimile:   (201) 985-8266

With Copy to:              David Gonzalez, Esq.
                           101 Hudson Street - Suite 3700
                           Jersey City, NJ 07302
                           Telephone:   (201) 985-8300
                           Facsimile:   (201) 985-8266


If to the Company, to:     Teleplus Enterprises, Inc.
                           7575 TransCanada - Suite 305
                           St-Laurent, Quebec H4T 1V6
                           Attention:   Marius Silvasan, CEO
                           Telephone:   (514) 344-0778
                           Facsimile:   (514) 344-8675

With a copy to:            Kirkpatrick & Lockhart Nicholson Graham, LLP
                           201 South Biscayne Boulevard, Suite 2000
                           Miami, Florida 33131
                           Attention:   Clayton E. Parker, Esquire
                           Telephone:   (305) 539-3306
                           Facsimile:   (305) 358-7095

If to a holder of this Warrant,  to it at the address and  facsimile  number set
forth on Exhibit C hereto,  with copies to such holder's  representatives as set
forth on Exhibit C, or at such other address and facsimile as shall be delivered
to the Company upon the issuance or transfer of this  Warrant.  Each party shall
provide  five days'  prior  written  notice to the other  party of any change in
address or facsimile  number.  Written  confirmation of receipt (A) given by the
recipient of such notice, consent, facsimile, waiver or other communication, (or
(B) provided by a nationally  recognized  overnight  delivery  service  shall be
rebuttable evidence of personal service,  receipt by facsimile or receipt from a
nationally  recognized overnight delivery service in accordance with clause (i),
(ii) or (iii) above, respectively.

      DATE.  THE  DATE OF THIS  WARRANT  IS SET  FORTH  ON PAGE 1  HEREOF.  THIS
WARRANT, IN ALL EVENTS, SHALL BE WHOLLY VOID AND OF NO EFFECT AFTER THE CLOSE OF
BUSINESS  ON  THE  EXPIRATION  DATE,  EXCEPT  THAT   NOTWITHSTANDING  ANY  OTHER
PROVISIONS  HEREOF,  THE PROVISIONS OF SECTION 8(B) SHALL CONTINUE IN FULL FORCE
AND EFFECT AFTER SUCH DATE AS TO ANY WARRANT SHARES OR OTHER  SECURITIES  ISSUED
UPON THE EXERCISE OF THIS WARRANT.

      AMENDMENT AND WAIVER.  EXCEPT AS OTHERWISE PROVIDED HEREIN, THE PROVISIONS
OF THE  WARRANTS  MAY BE AMENDED  AND THE  COMPANY  MAY TAKE ANY  ACTION  HEREIN
PROHIBITED,  OR OMIT TO PERFORM ANY ACT HEREIN  REQUIRED TO BE  PERFORMED BY IT,
ONLY IF THE COMPANY HAS OBTAINED THE WRITTEN  CONSENT OF THE HOLDERS OF WARRANTS
REPRESENTING AT LEAST TWO-THIRDS OF THE WARRANT SHARES ISSUABLE UPON EXERCISE OF
THE WARRANTS THEN  OUTSTANDING;  PROVIDED THAT, EXCEPT FOR SECTION 8(D), NO SUCH
ACTION MAY INCREASE THE WARRANT  EXERCISE PRICE OR DECREASE THE NUMBER OF SHARES
OR CLASS OF STOCK  OBTAINABLE  UPON EXERCISE OF ANY WARRANT  WITHOUT THE WRITTEN
CONSENT OF THE HOLDER OF SUCH WARRANT.


                                       42
<PAGE>

      DESCRIPTIVE  HEADINGS;  GOVERNING  LAW.  THE  DESCRIPTIVE  HEADINGS OF THE
SEVERAL  SECTIONS AND  PARAGRAPHS  OF THIS WARRANT ARE INSERTED FOR  CONVENIENCE
ONLY AND DO NOT  CONSTITUTE A PART OF THIS WARRANT.  THE  CORPORATE  LAWS OF THE
STATE OF NEW JERSEY SHALL GOVERN ALL ISSUES  CONCERNING  THE RELATIVE  RIGHTS OF
THE  COMPANY  AND  ITS   STOCKHOLDERS.   ALL  OTHER  QUESTIONS   CONCERNING  THE
CONSTRUCTION,  VALIDITY,  ENFORCEMENT AND INTERPRETATION OF THIS AGREEMENT SHALL
BE GOVERNED BY THE  INTERNAL  LAWS OF THE STATE OF NEW  JERSEY,  WITHOUT  GIVING
EFFECT TO ANY CHOICE OF LAW OR CONFLICT OF LAW PROVISION OR RULE (WHETHER OF THE
STATE OF NEW JERSEY OR ANY OTHER JURISDICTIONS) THAT WOULD CAUSE THE APPLICATION
OF THE LAWS OF ANY JURISDICTIONS  OTHER THAN THE STATE OF NEW JERSEY. EACH PARTY
HEREBY  IRREVOCABLY  SUBMITS  TO THE  EXCLUSIVE  JURISDICTION  OF THE  STATE AND
FEDERAL COURTS SITTING IN HUDSON COUNTY AND THE UNITED STATES DISTRICT COURT FOR
THE DISTRICT OF NEW JERSEY,  FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN
CONNECTION HEREWITH OR THEREWITH, OR WITH ANY TRANSACTION CONTEMPLATED HEREBY OR
DISCUSSED HEREIN, AND HEREBY IRREVOCABLY WAIVES, AND AGREES NOT TO ASSERT IN ANY
SUIT, ACTION OR PROCEEDING,  ANY CLAIM THAT IT IS NOT PERSONALLY  SUBJECT TO THE
JURISDICTION OF ANY SUCH COURT,  THAT SUCH SUIT, ACTION OR PROCEEDING IS BROUGHT
IN AN INCONVENIENT FORUM OR THAT THE VENUE OF SUCH SUIT, ACTION OR PROCEEDING IS
IMPROPER.  EACH PARTY HEREBY  IRREVOCABLY WAIVES PERSONAL SERVICE OF PROCESS AND
CONSENTS  TO PROCESS  BEING  SERVED IN ANY SUCH SUIT,  ACTION OR  PROCEEDING  BY
MAILING A COPY THEREOF TO SUCH PARTY AT THE ADDRESS FOR SUCH NOTICES TO IT UNDER
THIS AGREEMENT AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE GOOD AND SUFFICIENT
SERVICE OF PROCESS AND NOTICE THEREOF.  NOTHING CONTAINED HEREIN SHALL BE DEEMED
TO LIMIT IN ANY WAY ANY RIGHT TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW.

      WAIVER OF JURY TRIAL.  AS A MATERIAL  INDUCEMENT  FOR EACH PARTY HERETO TO
ENTER INTO THIS WARRANT,  THE PARTIES  HERETO HEREBY WAIVE ANY RIGHT TO TRIAL BY
JURY IN ANY LEGAL  PROCEEDING  RELATED IN ANY WAY TO THIS WARRANT AND/OR ANY AND
ALL OF THE OTHER DOCUMENTS ASSOCIATED WITH THIS TRANSACTION.


                   REMAINDER OF PAGE INTENTIONALLY LEFT BLANK


                                       43
<PAGE>

      IN WITNESS WHEREOF, the Company has caused this Warrant to be signed as of
the date first set forth above.

                                         TELEPLUS ENTERPRISES, INC.

                                         By: /s/ Marius Silvasan
                                             ----------------------------
                                         Name:   Marius Silvasan
                                         Title:  CEO


                                       44
<PAGE>

                              EXHIBIT A TO WARRANT
                              --------------------

                                 EXERCISE NOTICE
                                 ---------------


                                 TO BE EXECUTED
                BY THE REGISTERED HOLDER TO EXERCISE THIS WARRANT


                           TELEPLUS ENTERPRISES, INC.

      The   undersigned   holder   hereby   exercises   the  right  to  purchase
______________  of the shares of Common  Stock  ("Warrant  Shares")  of Teleplus
Enterprises,  Inc.  (the  "Company"),  evidenced  by the  attached  Warrant (the
"Warrant").  Capitalized  terms used herein and not otherwise defined shall have
the respective meanings set forth in the Warrant.

Specify Method of exercise by check mark:

      1.    ___ Cash Exercise

            (a)   Payment of Warrant  Exercise  Price.  The holder shall pay the
                  Aggregate  Exercise Price of $______________ to the Company in
                  accordance with the terms of the Warrant.

            (b)   Delivery of Warrant  Shares.  The Company shall deliver to the
                  holder  _________  Warrant Shares in accordance with the terms
                  of the Warrant.



      2.    ___ Cashless Exercise

            (a)   Payment of Warrant  Exercise  Price. In lieu of making payment
                  of the Aggregate  Exercise Price, the holder elects to receive
                  upon such  exercise  the Net Number of shares of Common  Stock
                  determined in accordance with the terms of the Warrant.

            (b)   Delivery of Warrant  Shares.  The Company shall deliver to the
                  holder  _________  Warrant Shares in accordance with the terms
                  of the Warrant.


Date: _______________ __, ______

Name of Registered Holder

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


                                       45
<PAGE>

                              EXHIBIT B TO WARRANT
                              --------------------

                              FORM OF WARRANT POWER
                              ---------------------


      FOR VALUE  RECEIVED,  the  undersigned  does hereby assign and transfer to
________________,  Federal Identification No. __________,  a warrant to purchase
____________  shares  of  the  capital  stock  of  Teleplus  Enterprises,   Inc.
represented  by  warrant  certificate  no.  _____,  standing  in the name of the
undersigned  on the  books of said  corporation.  The  undersigned  does  hereby
irrevocably  constitute  and appoint  ______________,  attorney to transfer  the
warrants of said corporation, with full power of substitution in the premises.

Dated:
      --------------------------         --------------------------------------

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


                                       46
<PAGE>


                                     WARRANT
                                     -------

THE SECURITIES  REPRESENTED BY THIS WARRANT HAVE NOT BEEN  REGISTERED  UNDER THE
SECURITIES ACT OF 1933, AS AMENDED,  OR APPLICABLE  STATE  SECURITIES  LAWS. THE
SECURITIES  HAVE BEEN ACQUIRED FOR  INVESTMENT  AND MAY NOT BE OFFERED FOR SALE,
SOLD,  TRANSFERRED  OR  ASSIGNED  IN THE  ABSENCE OF AN  EFFECTIVE  REGISTRATION
STATEMENT FOR THE SECURITIES  UNDER THE  SECURITIES ACT OF 1933, AS AMENDED,  OR
APPLICABLE  STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL IN A FORM REASONABLY
SATISFACTORY  TO THE ISSUER THAT  REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR
APPLICABLE  STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID
ACT.  NOTWITHSTANDING  THE FOREGOING,  THIS WARRANT MAY BE PLEDGED IN CONNECTION
WITH A BONA FIDE MARGIN ACCOUNT.


                           TELEPLUS ENTERPRISES, INC.


                        WARRANT TO PURCHASE COMMON STOCK

Warrant No.: TLPE-008                                Number of Shares: 5,000,000

Date of Issuance: July 28, 2006

Teleplus  Enterprises,  Inc.,  a  Nevada  corporation  (the  "Company"),  hereby
certifies that, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged,  CORNELL CAPITAL PARTNERS, LP ("Cornell"), the
registered holder hereof or its permitted assigns,  is entitled,  subject to the
terms set forth  below,  to purchase  from the Company  upon  surrender  of this
Warrant,  at any time or times on or after the date hereof,  but not after 11:59
P.M.  Eastern  Time on the  Expiration  Date (as defined  herein)  Five  Million
(5,000,000)  fully paid and  nonassessable  shares of Common  Stock (as  defined
herein) of the Company (the  "Warrant  Shares") at the exercise  price per share
provided in Section 1(b) below or as subsequently adjusted;  provided,  however,
that in no event shall the holder be entitled  to  exercise  this  Warrant for a
number of Warrant Shares in excess of that number of Warrant Shares which,  upon
giving effect to such  exercise,  would cause the aggregate  number of shares of
Common Stock beneficially owned by the holder and its affiliates to exceed 4.99%
of the outstanding  shares of the Common Stock  following such exercise,  except
within sixty (60) days of the Expiration Date (however,  such restriction may be
waived by Cornell  (but only as to itself and not to any other  holder) upon not
less than 65 days prior notice to the  Company).  For purposes of the  foregoing
provision,  the aggregate number of shares of Common Stock beneficially owned by
the holder and its affiliates shall include the number of shares of Common Stock
issuable upon  exercise of this Warrant with respect to which the  determination
of such  provision is being made, but shall exclude shares of Common Stock which
would be issuable  upon (i)  exercise  of the  remaining,  unexercised  Warrants
beneficially  owned  by the  holder  and its  affiliates  and (ii)  exercise  or
conversion of the unexercised or unconverted  portion of any other securities of
the  Company  beneficially  owned by the holder and its  affiliates  (including,
without  limitation,  any  convertible  notes or preferred  stock)  subject to a
limitation  on  conversion  or exercise  analogous to the  limitation  contained
herein.  Except as set forth in the  preceding  sentence,  for  purposes of this
paragraph,  beneficial  ownership shall be calculated in accordance with Section
13(d) of the Securities  Exchange Act of 1934, as amended.  For purposes of this
Warrant,  in  determining  the number of  outstanding  shares of Common  Stock a
holder may rely on the number of outstanding shares of Common Stock as reflected
in (1) the Company's most recent Form 10-QSB or Form 10-KSB, as the case may be,
(2) a more recent public  announcement by the Company or (3) any other notice by
the Company or its transfer  agent  setting forth the number of shares of Common
Stock  outstanding.  Upon the written  request of any holder,  the Company shall
promptly,  but in no event later than one (1) Business Day following the receipt
of such  notice,  confirm in writing to any such  holder the number of shares of
Common Stock then outstanding.  In any case, the number of outstanding shares of
Common Stock shall be determined after giving effect to the exercise of Warrants
(as defined below) by such holder and its affiliates  since the date as of which
such number of outstanding shares of Common Stock was reported.


                                       47
<PAGE>

This  Warrant  is the common  stock  purchase  warrant  (the  "Warrant")  issued
pursuant to the Securities Purchase Agreement ("Securities Purchase Agreement")
dated the date hereof between the Company and the Buyers listed on Schedule I
thereto.

Definitions.  The  following  words and terms as used in this Warrant shall have
the following meanings:

"Approved Stock Plan" means any employee benefit plan which has been approved by
the  Board  of  Directors  of the  Company,  pursuant  to  which  the  Company's
securities  may be issued to any  employee,  officer or  director  for  services
provided to the Company.

"Business Day" means any day other than  Saturday,  Sunday or other day on which
commercial  banks in the City of New York are  authorized  or required by law to
remain closed.

"Closing Bid Price" means the closing bid price of Common Stock as quoted on the
Principal  Market (as  reported by  Bloomberg  Financial  Markets  ("Bloomberg")
through its "Volume at Price" function).

"Common Stock" means (i) the Company's common stock, par value $0.001 per share,
and (ii) any capital  stock into which such Common Stock shall have been changed
or any capital stock resulting from a reclassification of such Common Stock.

"Event of  Default"  means an event of  default  under the  Securities  Purchase
Agreement or the Convertible Debentures issued in connection therewith.

"Excluded  Securities" means,  provided such security is issued at a price which
is greater than or equal to the arithmetic  average of the Closing Bid Prices of
the Common Stock for the ten (10) consecutive trading days immediately preceding
the date of issuance,  any of the following:  (a) any issuance by the Company of
securities in connection  with a strategic  partnership  or a joint venture (the
primary  purpose of which is not to raise equity  capital),  (b) any issuance by
the Company of securities as consideration  for a merger or consolidation or the
acquisition of a business,  product,  license, or other assets of another person
or entity and (c) options to purchase shares of Common Stock,  provided (I) such
options are issued  after the date of this  Warrant to  employees of the Company
within  thirty (30) days of such  employee's  starting his  employment  with the
Company,  and  (II) the  exercise  price of such  options  is not less  than the
Closing Bid Price of the Common Stock on the date of issuance of such option.

"Expiration  Date" means the date three (3) years from the Issuance Date of this
Warrant or, if such date falls on a Saturday, Sunday or other day on which banks
are required or  authorized to be closed in the City of New York or the State of
New York or on which  trading does not take place on the  Principal  Exchange or
automated  quotation  system on which the Common Stock is traded (a  "Holiday"),
the next date that is not a Holiday.


                                       48
<PAGE>

"Issuance Date" means the date hereof.

"Options"  means any rights,  warrants or options to  subscribe  for or purchase
Common Stock or Convertible Securities.

"Other  Securities"  means (i) those options and warrants of the Company  issued
prior to, and outstanding on, the Issuance Date of this Warrant, (ii) the shares
of Common Stock issuable on exercise of such options and warrants, provided such
options and warrants are not amended after the Issuance Date of this Warrant and
(iii) the shares of Common Stock issuable upon exercise of this Warrant.

"Person" means an individual,  a limited  liability  company,  a partnership,  a
joint venture,  a corporation,  a trust, an  unincorporated  organization  and a
government or any department or agency thereof.

"Principal  Market"  means  the New York  Stock  Exchange,  the  American  Stock
Exchange,  the Nasdaq National Market, the Nasdaq SmallCap Market,  whichever is
at the time the principal  trading exchange or market for such security,  or the
over-the-counter  market on the  electronic  bulletin board for such security as
reported by  Bloomberg  or, if no bid or sale  information  is reported for such
security by Bloomberg,  then the average of the bid prices of each of the market
makers for such  security  as  reported  in the "pink  sheets"  by the  National
Quotation Bureau, Inc.

"Securities Act" means the Securities Act of 1933, as amended.

"Warrant"  means this Warrant and all Warrants  issued in exchange,  transfer or
replacement thereof.

"Warrant Exercise Price" shall be $0.18 or as subsequently  adjusted as provided
in Section 8 hereof.  Notwithstanding anything to the contrary, upon an Event of
Default, the Warrant Exercise Price shall be $0.05 (or as subsequently  adjusted
as provided in Section 8 hereof).

"Warrant  Shares"  means the shares of Common  Stock  issuable  at any time upon
exercise of this Warrant.

Other Definitional Provisions.

Except as otherwise  specified herein,  all references herein (A) to the Company
shall be deemed to include the Company's  successors  and (B) to any  applicable
law defined or referred to herein shall be deemed  references to such applicable
law as the same may have been or may be  amended  or  supplemented  from time to
time.

When used in this Warrant,  the words  "herein",  "hereof",  and "hereunder" and
words of similar  import,  shall refer to this Warrant as a whole and not to any
provision of this Warrant,  and the words "Section",  "Schedule",  and "Exhibit"
shall refer to Sections of, and Schedules  and Exhibits to, this Warrant  unless
otherwise specified.

Whenever the context so requires,  the neuter  gender  includes the masculine or
feminine, and the singular number includes the plural, and vice versa.

      EXERCISE OF WARRANT.
      --------------------

Subject to the terms and conditions hereof, this Warrant may be exercised by the
holder  hereof  then  registered  on the  books  of the  Company,  pro  rata  as
hereinafter provided, at any time on any Business Day on or after the opening of
business  on such  Business  Day,  commencing  with the first day after the date
hereof,  and prior to 11:59  P.M.  Eastern  Time on the  Expiration  Date (i) by
delivery of a written notice, in the form of the subscription notice attached as
Exhibit A hereto (the "Exercise Notice"),  of such holder's election to exercise
this  Warrant,  which  notice shall  specify the number of Warrant  Shares to be
purchased,  payment to the Company of an amount  equal to the  Warrant  Exercise
Price(s)  applicable to the Warrant  Shares being  purchased,  multiplied by the
number of Warrant Shares (at the applicable  Warrant Exercise Price) as to which
this Warrant is being  exercised  (plus any applicable  issue or transfer taxes)
(the  "Aggregate  Exercise  Price")  in  cash or wire  transfer  of  immediately
available  funds  and the  surrender  of  this  Warrant  (or an  indemnification
undertaking  with  respect  to this  Warrant  in the case of its loss,  theft or
destruction)  to a common carrier for overnight  delivery to the Company as soon
as  practicable  following  such date  ("Cash  Basis") or (ii) if at the time of
exercise,  the  Warrant  Shares  are not  subject to an  effective  registration
statement  or if an Event of Default has  occurred,  by  delivering  an Exercise
Notice and in lieu of making payment of the Aggregate  Exercise Price in cash or
wire  transfer,  elect instead to receive upon such exercise the "Net Number" of
shares of Common  Stock  determined  according  to the  following  formula  (the
"Cashless Exercise"):


                                       49
<PAGE>

         Net Number = (A x B) - (A x C)
                       ---------------
                              B

            For purposes of the foregoing formula:

            A     = the total  number of Warrant  Shares  with  respect to which
                  this Warrant is then being exercised.

            B     = the  Closing  Bid Price of the  Common  Stock on the date of
                  exercise of the Warrant.

            C     = the Warrant Exercise Price then in effect for the applicable
                  Warrant Shares at the time of such exercise.

      IN THE EVENT OF ANY EXERCISE OF THE RIGHTS  REPRESENTED BY THIS WARRANT IN
COMPLIANCE  WITH THIS SECTION 2, THE COMPANY  SHALL ON OR BEFORE THE FIFTH (5TH)
BUSINESS DAY FOLLOWING THE DATE OF RECEIPT OF THE EXERCISE NOTICE, THE AGGREGATE
EXERCISE PRICE AND THIS WARRANT (OR AN INDEMNIFICATION  UNDERTAKING WITH RESPECT
TO THIS WARRANT IN THE CASE OF ITS LOSS,  THEFT OR DESTRUCTION)  AND THE RECEIPT
OF THE REPRESENTATIONS OF THE HOLDER SPECIFIED IN SECTION 6 HEREOF, IF REQUESTED
BY THE COMPANY (THE "EXERCISE DELIVERY  DOCUMENTS"),  AND IF THE COMMON STOCK IS
DTC ELIGIBLE,  CREDIT SUCH  AGGREGATE  NUMBER OF SHARES OF COMMON STOCK TO WHICH
THE HOLDER SHALL BE ENTITLED TO THE HOLDER'S OR ITS DESIGNEE'S  BALANCE  ACCOUNT
WITH  THE  DEPOSITORY  TRUST  COMPANY;  PROVIDED,  HOWEVER,  IF THE  HOLDER  WHO
SUBMITTED THE EXERCISE NOTICE REQUESTED  PHYSICAL  DELIVERY OF ANY OR ALL OF THE
WARRANT  SHARES,  OR, IF THE COMMON STOCK IS NOT DTC  ELIGIBLE  THEN THE COMPANY
SHALL,  ON OR BEFORE  THE FIFTH  (5TH)  BUSINESS  DAY  FOLLOWING  RECEIPT OF THE
EXERCISE  DELIVERY  DOCUMENTS,  ISSUE  AND  SURRENDER  TO A COMMON  CARRIER  FOR
OVERNIGHT   DELIVERY  TO  THE  ADDRESS  SPECIFIED  IN  THE  EXERCISE  NOTICE,  A
CERTIFICATE,  REGISTERED IN THE NAME OF THE HOLDER,  FOR THE NUMBER OF SHARES OF
COMMON  STOCK TO WHICH THE HOLDER  SHALL BE ENTITLED  PURSUANT TO SUCH  REQUEST.
UPON DELIVERY OF THE EXERCISE NOTICE AND AGGREGATE EXERCISE PRICE REFERRED TO IN
CLAUSE  (I) OR (II)  ABOVE THE  HOLDER OF THIS  WARRANT  SHALL BE DEEMED FOR ALL
CORPORATE  PURPOSES TO HAVE  BECOME THE HOLDER OF RECORD OF THE  WARRANT  SHARES
WITH RESPECT TO WHICH THIS WARRANT HAS BEEN EXERCISED.  IN THE CASE OF A DISPUTE
AS TO THE  DETERMINATION OF THE WARRANT EXERCISE PRICE, THE CLOSING BID PRICE OR
THE  ARITHMETIC  CALCULATION OF THE WARRANT  SHARES,  THE COMPANY SHALL PROMPTLY
ISSUE TO THE HOLDER THE NUMBER OF WARRANT  SHARES THAT IS NOT DISPUTED AND SHALL
SUBMIT THE DISPUTED  DETERMINATIONS OR ARITHMETIC CALCULATIONS TO THE HOLDER VIA
FACSIMILE  WITHIN  ONE (1)  BUSINESS  DAY OF RECEIPT  OF THE  HOLDER'S  EXERCISE
NOTICE.

If the holder and the Company are unable to agree upon the  determination of the
Warrant  Exercise  Price or arithmetic  calculation of the Warrant Shares within
one (1) day of such  disputed  determination  or  arithmetic  calculation  being
submitted to the holder, then the Company shall immediately submit via facsimile
(i) the disputed  determination of the Warrant Exercise Price or the Closing Bid
Price to an independent,  reputable investment banking firm or (ii) the disputed
arithmetic  calculation  of  the  Warrant  Shares  to its  independent,  outside
accountant.  The  Company  shall  cause  the  investment  banking  firm  or  the
accountant,  as the case may be, to perform the  determinations  or calculations
and notify the Company  and the holder of the results no later than  forty-eight
(48)  hours  from  the  time  it  receives   the  disputed   determinations   or
calculations.  Such investment  banking firm's or accountant's  determination or
calculation,  as the case may be,  shall be deemed  conclusive  absent  manifest
error.

Unless the rights  represented  by this Warrant shall have expired or shall have
been fully exercised,  the Company shall, as soon as practicable and in no event
later than five (5)  Business  Days after any  exercise  and at its own expense,
issue a new Warrant  identical in all respects to this Warrant  exercised except
it shall represent  rights to purchase the number of Warrant Shares  purchasable
immediately prior to such exercise under this Warrant exercised, less the number
of Warrant Shares with respect to which such Warrant is exercised.


                                       50
<PAGE>

No fractional Warrant Shares are to be issued upon any pro rata exercise of this
Warrant,  but rather the number of Warrant  Shares  issued upon such exercise of
this Warrant shall be rounded up or down to the nearest whole number.

If the Company or its Transfer  Agent shall fail for any reason or for no reason
to issue to the holder within ten (10) days of receipt of the Exercise  Delivery
Documents, a certificate for the number of Warrant Shares to which the holder is
entitled or to credit the holder's  balance  account with The  Depository  Trust
Company for such number of Warrant  Shares to which the holder is entitled  upon
the holder's  exercise of this Warrant,  the Company  shall,  in addition to any
other remedies under this Warrant or the Placement  Agent Agreement or otherwise
available to such holder,  pay as  additional  damages in cash to such holder on
each day the  issuance  of such  certificate  for  Warrant  Shares is not timely
effected  an amount  equal to 0.025% of the product of (A) the sum of the number
of Warrant  Shares  not issued to the holder on a timely  basis and to which the
holder is  entitled,  and (B) the Closing Bid Price of the Common  Stock for the
trading day immediately preceding the last possible date which the Company could
have issued such Common Stock to the holder without violating this Section 2.

If within ten (10) days after the  Company's  receipt of the  Exercise  Delivery
Documents,  the  Company  fails to  deliver a new  Warrant to the holder for the
number of Warrant Shares to which such holder is entitled  pursuant to Section 2
hereof,  then, in addition to any other available remedies under this Warrant or
the  Placement  Agent  Agreement,  or otherwise  available  to such holder,  the
Company shall pay as additional damages in cash to such holder on each day after
such  tenth  (10th)  day that such  delivery  of such new  Warrant is not timely
effected in an amount equal to 0.25% of the product of (A) the number of Warrant
Shares  represented by the portion of this Warrant which is not being  exercised
and (B)  the  Closing  Bid  Price  of the  Common  Stock  for  the  trading  day
immediately preceding the last possible date which the Company could have issued
such Warrant to the holder without violating this Section 2.

Forced  Exercise by the Company.  At the option of the Company,  the Company may
force  Cornell to exercise the Warrant at an price equal to $0.20  provided that
(i) the Company's Common Stock is trading at $0.30 or higher for a period of ten
(10)  consecutive  Trading Days  immediately  prior to such  exercise,  (ii) the
trading volume during those ten (10) Trading Days exceeds Four Hundred  Thousand
(400,000)  shares  per day,  (iii) the  Warrant  Shares are  registered  and the
registration  statement is declared  effective and (iv) such forced  exercise by
the  Company  shall  not cause the  aggregate  number of shares of Common  Stock
beneficially  owned by the  holder  and its  affiliates  to exceed  4.99% of the
outstanding shares of the Common Stock following such exercise.

      COVENANTS AS TO COMMON STOCK.  THE COMPANY HEREBY  COVENANTS AND AGREES AS
FOLLOWS:

This Warrant is, and any Warrants issued in  substitution  for or replacement of
this Warrant will upon issuance be, duly authorized and validly issued.

All  Warrant  Shares  which  may be  issued  upon  the  exercise  of the  rights
represented by this Warrant will, upon issuance,  be validly issued,  fully paid
and nonassessable and free from all taxes, liens and charges with respect to the
issue thereof.

During the period  within  which the rights  represented  by this Warrant may be
exercised,  the Company will at all times have  authorized and reserved at least
one hundred  percent  (100%) of the number of shares of Common  Stock  needed to
provide for the exercise of the rights then  represented by this Warrant and the
par  value  of said  shares  will at all  times  be less  than or  equal  to the
applicable  Warrant  Exercise  Price. If at any time the Company does not have a
sufficient  number of shares of Common Stock authorized and available,  then the
Company shall call and hold a special meeting of its  stockholders  within sixty
(60)  days of that  time  for the sole  purpose  of  increasing  the  number  of
authorized shares of Common Stock.

If at any time after the date  hereof  the  Company  shall  file a  registration
statement,  the Company shall include the Warrant Shares issuable to the holder,
pursuant to the terms of this Warrant and shall  maintain,  so long as any other
shares of Common Stock shall be so listed,  such  listing of all Warrant  Shares
from time to time issuable  upon the exercise of this  Warrant;  and the Company
shall  so list on each  national  securities  exchange  or  automated  quotation
system, as the case may be, and shall maintain such listing of, any other shares
of capital  stock of the Company  issuable  upon the exercise of this Warrant if
and so long as any  shares of the same  class  shall be listed on such  national
securities exchange or automated quotation system.


                                       51
<PAGE>

The Company will not, by amendment of its Articles of  Incorporation  or through
any  reorganization,  transfer of assets,  consolidation,  merger,  dissolution,
issue or sale of securities,  or any other  voluntary  action,  avoid or seek to
avoid  the  observance  or  performance  of any of the terms to be  observed  or
performed  by it  hereunder,  but will at all times in good faith  assist in the
carrying out of all the provisions of this Warrant and in the taking of all such
action as may  reasonably be requested by the holder of this Warrant in order to
protect the exercise privilege of the holder of this Warrant against dilution or
other  impairment,  consistent  with the tenor and purpose of this Warrant.  The
Company will not increase the par value of any shares of Common Stock receivable
upon the  exercise  of this  Warrant  above the Warrant  Exercise  Price then in
effect,  and (ii) will take all such actions as may be necessary or  appropriate
in  order  that the  Company  may  validly  and  legally  issue  fully  paid and
nonassessable shares of Common Stock upon the exercise of this Warrant.

This  Warrant  will be binding  upon any  entity  succeeding  to the  Company by
merger,  consolidation  or  acquisition  of  all  or  substantially  all  of the
Company's assets.

      TAXES.  THE  COMPANY  SHALL PAY ANY AND ALL TAXES,  EXCEPT ANY  APPLICABLE
WITHHOLDING,  WHICH MAY BE PAYABLE  WITH RESPECT TO THE ISSUANCE AND DELIVERY OF
WARRANT SHARES UPON EXERCISE OF THIS WARRANT.

      WARRANT HOLDER NOT DEEMED A STOCKHOLDER.  EXCEPT AS OTHERWISE SPECIFICALLY
PROVIDED HEREIN,  NO HOLDER,  AS SUCH, OF THIS WARRANT SHALL BE ENTITLED TO VOTE
OR RECEIVE  DIVIDENDS OR BE DEEMED THE HOLDER OF SHARES OF CAPITAL  STOCK OF THE
COMPANY  FOR ANY  PURPOSE,  NOR SHALL  ANYTHING  CONTAINED  IN THIS  WARRANT  BE
CONSTRUED  TO CONFER  UPON THE HOLDER  HEREOF,  AS SUCH,  ANY OF THE RIGHTS OF A
STOCKHOLDER OF THE COMPANY OR ANY RIGHT TO VOTE, GIVE OR WITHHOLD CONSENT TO ANY
CORPORATE ACTION (WHETHER ANY REORGANIZATION,  ISSUE OF STOCK,  RECLASSIFICATION
OF STOCK,  CONSOLIDATION,  MERGER,  CONVEYANCE OR OTHERWISE),  RECEIVE NOTICE OF
MEETINGS,  RECEIVE DIVIDENDS OR SUBSCRIPTION RIGHTS, OR OTHERWISE,  PRIOR TO THE
ISSUANCE TO THE HOLDER OF THIS WARRANT OF THE WARRANT  SHARES WHICH HE OR SHE IS
THEN  ENTITLED TO RECEIVE  UPON THE DUE EXERCISE OF THIS  WARRANT.  IN ADDITION,
NOTHING CONTAINED IN THIS WARRANT SHALL BE CONSTRUED AS IMPOSING ANY LIABILITIES
ON SUCH HOLDER TO PURCHASE  ANY  SECURITIES  (UPON  EXERCISE OF THIS  WARRANT OR
OTHERWISE)  OR AS A STOCKHOLDER  OF THE COMPANY,  WHETHER SUCH  LIABILITIES  ARE
ASSERTED BY THE COMPANY OR BY  CREDITORS OF THE  COMPANY.  NOTWITHSTANDING  THIS
SECTION 5, THE COMPANY  WILL  PROVIDE THE HOLDER OF THIS  WARRANT WITH COPIES OF
THE SAME NOTICES AND OTHER  INFORMATION GIVEN TO THE STOCKHOLDERS OF THE COMPANY
GENERALLY, CONTEMPORANEOUSLY WITH THE GIVING THEREOF TO THE STOCKHOLDERS.

      REPRESENTATIONS OF HOLDER.  THE HOLDER OF THIS WARRANT,  BY THE ACCEPTANCE
HEREOF,  REPRESENTS THAT IT IS ACQUIRING THIS WARRANT AND THE WARRANT SHARES FOR
ITS OWN ACCOUNT FOR INVESTMENT  ONLY AND NOT WITH A VIEW TOWARDS,  OR FOR RESALE
IN  CONNECTION  WITH,  THE PUBLIC SALE OR  DISTRIBUTION  OF THIS  WARRANT OR THE
WARRANT  SHARES,  EXCEPT  PURSUANT TO SALES  REGISTERED  OR  EXEMPTED  UNDER THE
SECURITIES ACT; PROVIDED,  HOWEVER,  THAT BY MAKING THE REPRESENTATIONS  HEREIN,
THE HOLDER DOES NOT AGREE TO HOLD THIS WARRANT OR ANY OF THE WARRANT  SHARES FOR
ANY MINIMUM OR OTHER  SPECIFIC  TERM AND  RESERVES  THE RIGHT TO DISPOSE OF THIS
WARRANT AND THE WARRANT  SHARES AT ANY TIME IN ACCORDANCE  WITH OR PURSUANT TO A
REGISTRATION  STATEMENT OR AN EXEMPTION  UNDER THE SECURITIES ACT. THE HOLDER OF
THIS WARRANT FURTHER  REPRESENTS,  BY ACCEPTANCE HEREOF,  THAT, AS OF THIS DATE,
SUCH  HOLDER  IS AN  "ACCREDITED  INVESTOR"  AS  SUCH  TERM IS  DEFINED  IN RULE
501(A)(1) OF REGULATION D PROMULGATED BY THE SECURITIES AND EXCHANGE  COMMISSION
UNDER THE  SECURITIES  ACT (AN  "ACCREDITED  INVESTOR").  UPON  EXERCISE OF THIS
WARRANT THE HOLDER SHALL, IF REQUESTED BY THE COMPANY,  CONFIRM IN WRITING, IN A
FORM SATISFACTORY TO THE COMPANY, THAT THE WARRANT SHARES SO PURCHASED ARE BEING
ACQUIRED  SOLELY FOR THE HOLDER'S OWN ACCOUNT AND NOT AS A NOMINEE FOR ANY OTHER
PARTY,  FOR  INVESTMENT,  AND NOT WITH A VIEW TOWARD  DISTRIBUTION OR RESALE AND
THAT SUCH HOLDER IS AN  ACCREDITED  INVESTOR.  IF SUCH  HOLDER  CANNOT MAKE SUCH
REPRESENTATIONS  BECAUSE  THEY  WOULD  BE  FACTUALLY  INCORRECT,  IT  SHALL BE A
CONDITION TO SUCH  HOLDER'S  EXERCISE OF THIS  WARRANT THAT THE COMPANY  RECEIVE
SUCH OTHER  REPRESENTATIONS  AS THE COMPANY  CONSIDERS  REASONABLY  NECESSARY TO
ASSURE THE COMPANY THAT THE  ISSUANCE OF ITS  SECURITIES  UPON  EXERCISE OF THIS
WARRANT SHALL NOT VIOLATE ANY UNITED STATES OR STATE SECURITIES LAWS.

      OWNERSHIP AND TRANSFER.
      -----------------------

The Company  shall  maintain at its principal  executive  offices (or such other
office or agency of the  Company  as it may  designate  by notice to the  holder
hereof), a register for this Warrant, in which the Company shall record the name
and address of the person in whose name this Warrant has been issued, as well as
the name and  address of each  transferee.  The  Company may treat the person in
whose name any  Warrant is  registered  on the  register as the owner and holder
thereof for all purposes, notwithstanding any notice to the contrary, but in all
events  recognizing  any  transfers  made in  accordance  with the terms of this
Warrant.


                                       52
<PAGE>

      ADJUSTMENT  OF WARRANT  EXERCISE  PRICE AND NUMBER OF SHARES.  THE WARRANT
EXERCISE  PRICE AND THE NUMBER OF SHARES OF COMMON STOCK  ISSUABLE UPON EXERCISE
OF THIS WARRANT SHALL BE ADJUSTED  FROM TIME TO TIME AS FOLLOWS  (EXCEPT FOR ANY
ISSUANCES TO CORNELL  CAPITAL  PARTNERS,  LP AND OPTIONS GRANTED AND OUTSTANDING
BEFORE JULY 15, 2005 UNDER A BONA FIDE EMPLOYEE STOCK OPTION PLAN OF THE COMPANY
OR ISSUANCES OF RESTRICTED  STOCK IN CONNECTION WITH AN ACQUISITION OR A CAPITAL
RAISE WHICH WAS ENTERED INTO PRIOR TO JULY 15, 2005):

Adjustment  of Warrant  Exercise  Price and Number of Shares  upon  Issuance  of
Common Stock. If and whenever on or after the Issuance Date of this Warrant, the
Company  issues or sells,  or is deemed to have  issued or sold,  any  shares of
Common Stock (other than (i) Excluded Securities and (ii) shares of Common Stock
which are issued or deemed to have been issued by the Company in connection with
an Approved  Stock Plan or upon exercise or conversion of the Other  Securities)
for a consideration  per share less than a price (the "Applicable  Price") equal
to the Warrant  Exercise Price in effect  immediately  prior to such issuance or
sale, then immediately  after such issue or sale the Warrant Exercise Price then
in effect shall be reduced to an amount equal to such  consideration  per share.
Upon each such adjustment of the Warrant Exercise Price hereunder, the number of
Warrant  Shares  issuable upon exercise of this Warrant shall be adjusted to the
number of shares  determined by multiplying the Warrant Exercise Price in effect
immediately  prior to such  adjustment by the number of Warrant Shares  issuable
upon exercise of this Warrant  immediately prior to such adjustment and dividing
the  product  thereof  by  the  Warrant   Exercise  Price  resulting  from  such
adjustment.

Effect on Warrant Exercise Price of Certain Events.  For purposes of determining
the adjusted  Warrant  Exercise  Price under  Section 8(a) above,  the following
shall be applicable:

Issuance of Options.  If after the date hereof, the Company in any manner grants
any Options and the lowest  price per share for which one share of Common  Stock
is issuable upon the exercise of any such Option or upon  conversion or exchange
of any convertible  securities issuable upon exercise of any such Option is less
than the Applicable Price, then such share of Common Stock shall be deemed to be
outstanding  and to have been  issued and sold by the Company at the time of the
granting or sale of such Option for such price per share.  For  purposes of this
Section 8(b)(i),  the lowest price per share for which one share of Common Stock
is issuable upon exercise of such Options or upon conversion or exchange of such
Convertible  Securities  shall  be  equal to the sum of the  lowest  amounts  of
consideration (if any) received or receivable by the Company with respect to any
one share of Common Stock upon the granting or sale of the Option, upon exercise
of the  Option  or upon  conversion  or  exchange  of any  convertible  security
issuable  upon  exercise of such Option.  No further  adjustment  of the Warrant
Exercise Price shall be made upon the actual issuance of such Common Stock or of
such convertible securities upon the exercise of such Options or upon the actual
issuance of such Common Stock upon  conversion  or exchange of such  convertible
securities.

Issuance of Convertible Securities. If the Company in any manner issues or sells
any convertible securities and the lowest price per share for which one share of
Common Stock is issuable upon the  conversion  or exchange  thereof is less than
the  Applicable  Price,  then such share of Common  Stock  shall be deemed to be
outstanding  and to have been  issued and sold by the Company at the time of the
issuance or sale of such  convertible  securities for such price per share.  For
the purposes of this Section 8(b)(ii),  the lowest price per share for which one
share of Common  Stock is issuable  upon such  conversion  or exchange  shall be
equal to the sum of the lowest  amounts of  consideration  (if any)  received or
receivable  by the Company  with  respect to one share of Common  Stock upon the
issuance or sale of the convertible  security and upon conversion or exchange of
such convertible  security.  No further adjustment of the Warrant Exercise Price
shall be made upon the actual  issuance of such Common Stock upon  conversion or
exchange of such convertible  securities,  and if any such issue or sale of such
convertible securities is made upon exercise of any Options for which adjustment
of the  Warrant  Exercise  Price  had been or are to be made  pursuant  to other
provisions of this Section 8(b), no further  adjustment of the Warrant  Exercise
Price shall be made by reason of such issue or sale.


                                       53
<PAGE>

Change in Option Price or Rate of Conversion. If the purchase price provided for
in any Options,  the additional  consideration,  if any, payable upon the issue,
conversion or exchange of any convertible  securities,  or the rate at which any
convertible  securities are convertible  into or  exchangeable  for Common Stock
changes at any time,  the Warrant  Exercise  Price in effect at the time of such
change shall be adjusted to the Warrant  Exercise Price which would have been in
effect at such time had such Options or convertible securities provided for such
changed purchase price, additional  consideration or changed conversion rate, as
the case may be, at the time initially granted, issued or sold and the number of
Warrant Shares  issuable upon exercise of this Warrant shall be  correspondingly
readjusted.  For purposes of this Section 8(b)(iii),  if the terms of any Option
or  convertible  security that was  outstanding  as of the Issuance Date of this
Warrant  are  changed  in the  manner  described  in the  immediately  preceding
sentence,  then such Option or convertible  security and the Common Stock deemed
issuable upon exercise,  conversion or exchange  thereof shall be deemed to have
been  issued  as of the date of such  change.  No  adjustment  pursuant  to this
Section 8(b) shall be made if such adjustment would result in an increase of the
Warrant Exercise Price then in effect.

Effect on Warrant Exercise Price of Certain Events.  For purposes of determining
the adjusted  Warrant Exercise Price under Sections 8(a) and 8(b), the following
shall be applicable:

Calculation  of  Consideration   Received.  If  any  Common  Stock,  Options  or
convertible  securities are issued or sold or deemed to have been issued or sold
for cash,  the  consideration  received  therefore  will be deemed to be the net
amount  received  by the  Company  therefore.  If any Common  Stock,  Options or
convertible  securities are issued or sold for a consideration  other than cash,
the amount of such consideration  received by the Company will be the fair value
of such  consideration,  except where such consideration  consists of marketable
securities,  in which case the amount of  consideration  received by the Company
will be the  market  price of such  securities  on the date of  receipt  of such
securities. If any Common Stock, Options or convertible securities are issued to
the owners of the  non-surviving  entity in connection  with any merger in which
the Company is the surviving entity, the amount of consideration  therefore will
be deemed to be the fair value of such portion of the net assets and business of
the  non-surviving  entity as is attributable  to such Common Stock,  Options or
convertible securities,  as the case may be. The fair value of any consideration
other than cash or securities will be determined  jointly by the Company and the
holders of Warrants  representing at least  two-thirds (b) of the Warrant Shares
issuable  upon exercise of the Warrants  then  outstanding.  If such parties are
unable to reach agreement  within ten (10) days after the occurrence of an event
requiring   valuation  (the   "Valuation   Event"),   the  fair  value  of  such
consideration  will be determined  within five (5) Business Days after the tenth
(10th) day following the Valuation Event by an independent,  reputable appraiser
jointly  selected by the Company  and the  holders of Warrants  representing  at
least  two-thirds  (b) of the  Warrant  Shares  issuable  upon  exercise  of the
Warrants then  outstanding.  The  determination of such appraiser shall be final
and binding upon all parties and the fees and expenses of such  appraiser  shall
be borne jointly by the Company and the holders of Warrants.

Integrated  Transactions.  In case any Option is issued in  connection  with the
issue  or sale of other  securities  of the  Company,  together  comprising  one
integrated  transaction in which no specific  consideration is allocated to such
Options by the parties  thereto,  the Options will be deemed to have been issued
for a consideration of $.01.

Treasury Shares.  The number of shares of Common Stock  outstanding at any given
time does not include shares owned or held by or for the account of the Company,
and the  disposition  of any shares so owned or held will be considered an issue
or sale of Common Stock.

Record  Date.  If the Company  takes a record of the holders of Common Stock for
the purpose of  entitling  them (1) to receive a dividend or other  distribution
payable  in  Common  Stock,  Options  or in  convertible  securities  or  (2) to
subscribe for or purchase Common Stock, Options or convertible securities,  then
such  record  date  will be  deemed  to be the date of the  issue or sale of the
shares of Common Stock  deemed to have been issued or sold upon the  declaration
of such  dividend  or the making of such other  distribution  or the date of the
granting of such right of subscription or purchase, as the case may be.


                                       54
<PAGE>

Adjustment of Warrant  Exercise Price upon  Subdivision or Combination of Common
Stock.  If the Company at any time after the date of  issuance  of this  Warrant
subdivides (by any stock split, stock dividend,  recapitalization  or otherwise)
one or more  classes of its  outstanding  shares of Common  Stock into a greater
number of shares, any Warrant Exercise Price in effect immediately prior to such
subdivision will be  proportionately  reduced and the number of shares of Common
Stock  obtainable  upon  exercise  of  this  Warrant  will  be   proportionately
increased. If the Company at any time after the date of issuance of this Warrant
combines (by combination,  reverse stock split or otherwise) one or more classes
of its outstanding  shares of Common Stock into a smaller number of shares,  any
Warrant Exercise Price in effect  immediately  prior to such combination will be
proportionately  increased  and the  number  of  Warrant  Shares  issuable  upon
exercise of this Warrant will be proportionately decreased. Any adjustment under
this Section  8(d) shall  become  effective at the close of business on the date
the subdivision or combination becomes effective.

Distribution  of Assets.  If the Company  shall  declare or make any dividend or
other distribution of its assets (or rights to acquire its assets) to holders of
Common  Stock,  by way of return of capital  or  otherwise  (including,  without
limitation,  any  distribution of cash, stock or other  securities,  property or
options  by  way  of  a   dividend,   spin  off,   reclassification,   corporate
rearrangement  or other similar  transaction)  (a  "Distribution"),  at any time
after the issuance of this Warrant, then, in each such case:

any Warrant Exercise Price in effect  immediately prior to the close of business
on the record  date  fixed for the  determination  of  holders  of Common  Stock
entitled to receive the Distribution shall be reduced, effective as of the close
of business on such record  date,  to a price  determined  by  multiplying  such
Warrant  Exercise  Price by a fraction of which (A) the  numerator  shall be the
Closing Sale Price of the Common Stock on the trading day immediately  preceding
such  record date minus the value of the  Distribution  (as  determined  in good
faith by the  Company's  Board of  Directors)  applicable to one share of Common
Stock,  and (B) the  denominator  shall be the Closing  Sale Price of the Common
Stock on the trading day immediately preceding such record date; and

either (A) the number of Warrant Shares obtainable upon exercise of this Warrant
shall be increased to a number of shares equal to the number of shares of Common
Stock obtainable  immediately  prior to the close of business on the record date
fixed for the  determination  of holders of Common Stock entitled to receive the
Distribution  multiplied  by the  reciprocal  of the  fraction  set forth in the
immediately  preceding  clause (i), or (B) in the event that the Distribution is
of  common  stock of a  company  whose  common  stock is  traded  on a  national
securities exchange or a national automated quotation system, then the holder of
this Warrant shall receive an additional  warrant to purchase Common Stock,  the
terms of which shall be  identical  to those of this  Warrant,  except that such
warrant shall be exercisable  into the amount of the assets that would have been
payable to the  holder of this  Warrant  pursuant  to the  Distribution  had the
holder exercised this Warrant  immediately prior to such record date and with an
exercise  price equal to the amount by which the exercise  price of this Warrant
was  decreased  with  respect to the  Distribution  pursuant to the terms of the
immediately preceding clause (i).

Certain Events.  If any event occurs of the type  contemplated by the provisions
of this Section 8 but not expressly provided for by such provisions  (including,
without  limitation,  the granting of stock appreciation  rights,  phantom stock
rights or other  rights  with  equity  features),  then the  Company's  Board of
Directors will make an appropriate  adjustment in the Warrant Exercise Price and
the number of shares of Common Stock obtainable upon exercise of this Warrant so
as to protect the rights of the holders of the Warrants; provided, except as set
forth in section 8(d),that no such adjustment pursuant to this Section 8(f) will
increase the Warrant  Exercise  Price or decrease the number of shares of Common
Stock obtainable as otherwise determined pursuant to this Section 8.

Notices.

Immediately  upon any adjustment of the Warrant Exercise Price, the Company will
give written  notice  thereof to the holder of this  Warrant,  setting  forth in
reasonable detail, and certifying, the calculation of such adjustment.

The Company will give written  notice to the holder of this Warrant at least ten
(10) days  prior to the date on which the  Company  closes  its books or takes a
record (A) with respect to any dividend or  distribution  upon the Common Stock,
(B) with respect to any pro rata  subscription  offer to holders of Common Stock
or (C) for  determining  rights to vote with  respect to any Organic  Change (as
defined below), dissolution or liquidation, provided that such information shall
be made known to the public  prior to or in  conjunction  with such notice being
provided to such holder.

The Company will also give written notice to the holder of this Warrant at least
ten (10) days  prior to the date on which any  Organic  Change,  dissolution  or
liquidation will take place,  provided that such information shall be made known
to the public prior to or in conjunction with such notice being provided to such
holder.


                                       55
<PAGE>

      PURCHASE RIGHTS; REORGANIZATION,  RECLASSIFICATION,  CONSOLIDATION, MERGER
OR SALE.

In addition to any  adjustments  pursuant to Section 8 above, if at any time the
Company grants, issues or sells any Options, Convertible Securities or rights to
purchase  stock,  warrants,  securities or other property pro rata to the record
holders of any class of Common Stock (the "Purchase Rights"), then the holder of
this  Warrant  will be entitled to acquire,  upon the terms  applicable  to such
Purchase  Rights,  the  aggregate  Purchase  Rights which such holder could have
acquired if such holder had held the number of shares of Common Stock acquirable
upon complete  exercise of this Warrant  immediately  before the date on which a
record is taken for the grant,  issuance or sale of such Purchase Rights, or, if
no such record is taken, the date as of which the record holders of Common Stock
are to be determined for the grant, issue or sale of such Purchase Rights.

Any recapitalization,  reorganization, reclassification,  consolidation, merger,
sale of all or  substantially  all of the Company's  assets to another Person or
other  transaction  in each case which is effected in such a way that holders of
Common  Stock are  entitled  to  receive  (either  directly  or upon  subsequent
liquidation)  stock,  securities  or assets with  respect to or in exchange  for
Common  Stock  is  referred  to  herein  as an  "Organic  Change."  Prior to the
consummation of any (i) sale of all or substantially all of the Company's assets
to an acquiring  Person or (ii) other Organic Change following which the Company
is not a surviving  entity,  the Company will secure from the Person  purchasing
such assets or the successor  resulting  from such Organic Change (in each case,
the "Acquiring Entity") a written agreement (in form and substance  satisfactory
to the holders of Warrants representing at least two-thirds (iii) of the Warrant
Shares  issuable upon exercise of the Warrants then  outstanding)  to deliver to
each  holder of  Warrants  in  exchange  for such  Warrants,  a security  of the
Acquiring Entity evidenced by a written instrument substantially similar in form
and  substance to this Warrant and  satisfactory  to the holders of the Warrants
(including an adjusted  warrant exercise price equal to the value for the Common
Stock  reflected  by the  terms  of such  consolidation,  merger  or  sale,  and
exercisable for a corresponding  number of shares of Common Stock acquirable and
receivable  upon exercise of the Warrants  without regard to any  limitations on
exercise, if the value so reflected is less than any Applicable Warrant Exercise
Price immediately  prior to such  consolidation,  merger or sale).  Prior to the
consummation  of any other Organic  Change,  the Company shall make  appropriate
provision  (in  form and  substance  satisfactory  to the  holders  of  Warrants
representing  a majority of the Warrant  Shares  issuable  upon  exercise of the
Warrants  then  outstanding)  to insure that each of the holders of the Warrants
will  thereafter have the right to acquire and receive in lieu of or in addition
to (as the case may be) the Warrant Shares immediately  theretofore issuable and
receivable  upon the exercise of such holder's  Warrants  (without regard to any
limitations on exercise),  such shares of stock, securities or assets that would
have been  issued or  payable  in such  Organic  Change  with  respect  to or in
exchange  for the number of Warrant  Shares  which would have been  issuable and
receivable  upon the  exercise of such  holder's  Warrant as of the date of such
Organic Change  (without  taking into account any limitations or restrictions on
the exercisability of this Warrant).

      LOST,  STOLEN,  MUTILATED OR DESTROYED  WARRANT.  IF THIS WARRANT IS LOST,
STOLEN,  MUTILATED OR DESTROYED,  THE COMPANY SHALL  PROMPTLY,  ON RECEIPT OF AN
INDEMNIFICATION  UNDERTAKING  (OR,  IN THE  CASE  OF A  MUTILATED  WARRANT,  THE
WARRANT),  ISSUE A NEW WARRANT OF LIKE DENOMINATION AND TENOR AS THIS WARRANT SO
LOST, STOLEN, MUTILATED OR DESTROYED.

      NOTICE. ANY NOTICES, CONSENTS, WAIVERS OR OTHER COMMUNICATIONS REQUIRED OR
PERMITTED  TO BE GIVEN  UNDER THE TERMS OF THIS  WARRANT  MUST BE IN WRITING AND
WILL BE  DEEMED  TO HAVE  BEEN  DELIVERED:  (I)  UPON  RECEIPT,  WHEN  DELIVERED
PERSONALLY;  (II) UPON RECEIPT, WHEN SENT BY FACSIMILE (PROVIDED CONFIRMATION OF
RECEIPT IS  RECEIVED  BY THE  SENDING  PARTY  TRANSMISSION  IS  MECHANICALLY  OR
ELECTRONICALLY  GENERATED AND KEPT ON FILE BY THE SENDING  PARTY);  OR (III) ONE
BUSINESS  DAY AFTER  DEPOSIT  WITH A NATIONALLY  RECOGNIZED  OVERNIGHT  DELIVERY
SERVICE,  IN EACH CASE PROPERLY  ADDRESSED TO THE PARTY TO RECEIVE THE SAME. THE
ADDRESSES AND FACSIMILE NUMBERS FOR SUCH COMMUNICATIONS SHALL BE:


                                       56
<PAGE>

If to Cornell:              Cornell Capital Partners, LP
                            101 Hudson Street - Suite 3700
                            Jersey City, NJ  07302
                            Attention:  Mark A. Angelo
                            Telephone:  (201) 985-8300
                            Facsimile:  (201) 985-8266

With Copy to:               David Gonzalez, Esq.
                            101 Hudson Street - Suite 3700
                            Jersey City, NJ 07302
                            Telephone:  (201) 985-8300
                            Facsimile:  (201) 985-8266


If to the Company, to:      Teleplus Enterprises, Inc.
                            7575 TransCanada - Suite 305
                            St-Laurent, Quebec H4T 1V6
                            Attention:  Marius Silvasan, CEO
                            Telephone:  (514) 344-0778
                            Facsimile:  (514) 344-8675

With a copy to:             Kirkpatrick & Lockhart Nicholson Graham, LLP
                            201 South Biscayne Boulevard, Suite 2000
                            Miami, Florida 33131
                            Attention:  Clayton E. Parker, Esquire
                            Telephone:  (305) 539-3306
                            Facsimile:  (305) 358-7095

If to a holder of this Warrant,  to it at the address and  facsimile  number set
forth on Exhibit C hereto,  with copies to such holder's  representatives as set
forth on Exhibit C, or at such other address and facsimile as shall be delivered
to the Company upon the issuance or transfer of this  Warrant.  Each party shall
provide  five days'  prior  written  notice to the other  party of any change in
address or facsimile  number.  Written  confirmation of receipt (A) given by the
recipient of such notice, consent, facsimile, waiver or other communication, (or
(B) provided by a nationally  recognized  overnight  delivery  service  shall be
rebuttable evidence of personal service,  receipt by facsimile or receipt from a
nationally  recognized overnight delivery service in accordance with clause (i),
(ii) or (iii) above, respectively.

      DATE.  THE  DATE OF THIS  WARRANT  IS SET  FORTH  ON PAGE 1  HEREOF.  THIS
WARRANT, IN ALL EVENTS, SHALL BE WHOLLY VOID AND OF NO EFFECT AFTER THE CLOSE OF
BUSINESS  ON  THE  EXPIRATION  DATE,  EXCEPT  THAT   NOTWITHSTANDING  ANY  OTHER
PROVISIONS  HEREOF,  THE PROVISIONS OF SECTION 8(B) SHALL CONTINUE IN FULL FORCE
AND EFFECT AFTER SUCH DATE AS TO ANY WARRANT SHARES OR OTHER  SECURITIES  ISSUED
UPON THE EXERCISE OF THIS WARRANT.

      AMENDMENT AND WAIVER.  EXCEPT AS OTHERWISE PROVIDED HEREIN, THE PROVISIONS
OF THE  WARRANTS  MAY BE AMENDED  AND THE  COMPANY  MAY TAKE ANY  ACTION  HEREIN
PROHIBITED,  OR OMIT TO PERFORM ANY ACT HEREIN  REQUIRED TO BE  PERFORMED BY IT,
ONLY IF THE COMPANY HAS OBTAINED THE WRITTEN  CONSENT OF THE HOLDERS OF WARRANTS
REPRESENTING AT LEAST TWO-THIRDS OF THE WARRANT SHARES ISSUABLE UPON EXERCISE OF
THE WARRANTS THEN  OUTSTANDING;  PROVIDED THAT, EXCEPT FOR SECTION 8(D), NO SUCH
ACTION MAY INCREASE THE WARRANT  EXERCISE PRICE OR DECREASE THE NUMBER OF SHARES
OR CLASS OF STOCK  OBTAINABLE  UPON EXERCISE OF ANY WARRANT  WITHOUT THE WRITTEN
CONSENT OF THE HOLDER OF SUCH WARRANT.


                                       57
<PAGE>

      DESCRIPTIVE  HEADINGS;  GOVERNING  LAW.  THE  DESCRIPTIVE  HEADINGS OF THE
SEVERAL  SECTIONS AND  PARAGRAPHS  OF THIS WARRANT ARE INSERTED FOR  CONVENIENCE
ONLY AND DO NOT  CONSTITUTE A PART OF THIS WARRANT.  THE  CORPORATE  LAWS OF THE
STATE OF NEW JERSEY SHALL GOVERN ALL ISSUES  CONCERNING  THE RELATIVE  RIGHTS OF
THE  COMPANY  AND  ITS   STOCKHOLDERS.   ALL  OTHER  QUESTIONS   CONCERNING  THE
CONSTRUCTION,  VALIDITY,  ENFORCEMENT AND INTERPRETATION OF THIS AGREEMENT SHALL
BE GOVERNED BY THE  INTERNAL  LAWS OF THE STATE OF NEW  JERSEY,  WITHOUT  GIVING
EFFECT TO ANY CHOICE OF LAW OR CONFLICT OF LAW PROVISION OR RULE (WHETHER OF THE
STATE OF NEW JERSEY OR ANY OTHER JURISDICTIONS) THAT WOULD CAUSE THE APPLICATION
OF THE LAWS OF ANY JURISDICTIONS  OTHER THAN THE STATE OF NEW JERSEY. EACH PARTY
HEREBY  IRREVOCABLY  SUBMITS  TO THE  EXCLUSIVE  JURISDICTION  OF THE  STATE AND
FEDERAL COURTS SITTING IN HUDSON COUNTY AND THE UNITED STATES DISTRICT COURT FOR
THE DISTRICT OF NEW JERSEY,  FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN
CONNECTION HEREWITH OR THEREWITH, OR WITH ANY TRANSACTION CONTEMPLATED HEREBY OR
DISCUSSED HEREIN, AND HEREBY IRREVOCABLY WAIVES, AND AGREES NOT TO ASSERT IN ANY
SUIT, ACTION OR PROCEEDING,  ANY CLAIM THAT IT IS NOT PERSONALLY  SUBJECT TO THE
JURISDICTION OF ANY SUCH COURT,  THAT SUCH SUIT, ACTION OR PROCEEDING IS BROUGHT
IN AN INCONVENIENT FORUM OR THAT THE VENUE OF SUCH SUIT, ACTION OR PROCEEDING IS
IMPROPER.  EACH PARTY HEREBY  IRREVOCABLY WAIVES PERSONAL SERVICE OF PROCESS AND
CONSENTS  TO PROCESS  BEING  SERVED IN ANY SUCH SUIT,  ACTION OR  PROCEEDING  BY
MAILING A COPY THEREOF TO SUCH PARTY AT THE ADDRESS FOR SUCH NOTICES TO IT UNDER
THIS AGREEMENT AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE GOOD AND SUFFICIENT
SERVICE OF PROCESS AND NOTICE THEREOF.  NOTHING CONTAINED HEREIN SHALL BE DEEMED
TO LIMIT IN ANY WAY ANY RIGHT TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW.

      WAIVER OF JURY TRIAL.  AS A MATERIAL  INDUCEMENT  FOR EACH PARTY HERETO TO
ENTER INTO THIS WARRANT,  THE PARTIES  HERETO HEREBY WAIVE ANY RIGHT TO TRIAL BY
JURY IN ANY LEGAL  PROCEEDING  RELATED IN ANY WAY TO THIS WARRANT AND/OR ANY AND
ALL OF THE OTHER DOCUMENTS ASSOCIATED WITH THIS TRANSACTION.


                   REMAINDER OF PAGE INTENTIONALLY LEFT BLANK


                                       58
<PAGE>


      IN WITNESS WHEREOF, the Company has caused this Warrant to be signed as of
the date first set forth above.

                                        TELEPLUS ENTERPRISES, INC.

                                        By: /s/ Marius Silvasan
                                            -------------------------------
                                        Name:   Marius Silvasan
                                        Title:  CEO



                                       59
<PAGE>

                              EXHIBIT A TO WARRANT
                              --------------------

                                 EXERCISE NOTICE
                                 ---------------

                                 TO BE EXECUTED
                BY THE REGISTERED HOLDER TO EXERCISE THIS WARRANT


                           TELEPLUS ENTERPRISES, INC.

      The   undersigned   holder   hereby   exercises   the  right  to  purchase
______________  of the shares of Common  Stock  ("Warrant  Shares")  of Teleplus
Enterprises,  Inc.  (the  "Company"),  evidenced  by the  attached  Warrant (the
"Warrant").  Capitalized  terms used herein and not otherwise defined shall have
the respective meanings set forth in the Warrant.

Specify Method of exercise by check mark:

      1.    ___ Cash Exercise

            (a)   Payment of Warrant  Exercise  Price.  The holder shall pay the
                  Aggregate  Exercise Price of $______________ to the Company in
                  accordance with the terms of the Warrant.

            (b)   Delivery of Warrant  Shares.  The Company shall deliver to the
                  holder  _________  Warrant Shares in accordance with the terms
                  of the Warrant.



            2.    ___ Cashless Exercise

            (a)   Payment of Warrant  Exercise  Price. In lieu of making payment
                  of the Aggregate  Exercise Price, the holder elects to receive
                  upon such  exercise  the Net Number of shares of Common  Stock
                  determined in accordance with the terms of the Warrant.

            (b)   Delivery of Warrant  Shares.  The Company shall deliver to the
                  holder  _________  Warrant Shares in accordance with the terms
                  of the Warrant.


Date: _______________ __, ______

Name of Registered Holder

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


                                       60
<PAGE>


                              EXHIBIT B TO WARRANT
                              --------------------

                              FORM OF WARRANT POWER
                              ---------------------

      FOR VALUE  RECEIVED,  the  undersigned  does hereby assign and transfer to
________________,  Federal Identification No. __________,  a warrant to purchase
____________  shares  of  the  capital  stock  of  Teleplus  Enterprises,   Inc.
represented  by  warrant  certificate  no.  _____,  standing  in the name of the
undersigned  on the  books of said  corporation.  The  undersigned  does  hereby
irrevocably  constitute  and appoint  ______________,  attorney to transfer  the
warrants of said corporation, with full power of substitution in the premises.

Dated:
      --------------------------         --------------------------------------

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


                                       61