THIS WARRANT HAS NOT BEEN REGISTERED UNDER EITHER THE SECURITIES ACT OF 1933, AS
AMENDED  (THE  "ACT"),  OR  APPLICABLE  BLUE SKY LAWS, AND IS SUBJECT TO CERTAIN
INVESTMENT  REPRESENTATIONS.  THIS  WARRANT MAY NOT BE SOLD, OFFERED FOR SALE OR
TRANSFERRED  IN  THE ABSENCE OF AN EFFECTIVE REGISTRATION UNDER THE ACT, AND THE
APPLICABLE  BLUE  SKY  LAWS  OR  AN  EXEMPTION  THEREFROM.


Warrant  to  Purchase     February  19,  2003
Common  Stock


                              HARTVILLE GROUP, INC.
                              COMMON STOCK WARRANT


     FOR  VALUE  RECEIVED,  Hartville  Group,  Inc.,  a  Nevada corporation (the
"COMPANY"),  hereby  certifies,  that,  for  value received, Samir Financial II,
L.L.C.,  an  Illinois  limited  liability  company  ("SAMIR")  or its registered
assigns  is entitled, subject to the terms set forth below, to purchase from the
Company,  on or before February 19, 2007, 300,000 shares of the Company's Common
Stock  at  a price of $0.83 per share, subject to adjustment as set forth below.

     1.     Exercise  of  Warrant;  Partial  Exercise.  This  Warrant  may  be
            ------------------------------------------
exercised  in full or in part by the holder hereof by surrender of this Warrant,
with  the  form of subscription attached hereto duly executed by such holder, to
the  Company  at  its  principal  office,  accompanied by payment, in cash or by
certified  or  official  bank  check payable to the order of the Company, of the
purchase  price  of  the  shares  to  be  purchased  hereunder.  For any partial
exercise  hereof,  the  holder shall designate in the subscription the number of
shares  of  Common  Stock  that the holder wishes to purchase.  Samir agrees and
acknowledges  that  if  Samir  exercises  this Warrant and obtains shares of the
Company's  Common  Stock,  Samir  will  not sell more than 50,000 shares of said
stock  during  any  ninety  (90)  day  period.

     2.     When  Exercise  Effective.  The  exercise  of  this Warrant shall be
            -------------------------
deemed  to  have been effected immediately prior to the close of business on the
business  day on which this Warrant is surrendered to the Company as provided in
Section  1.

     3.     Delivery  on Exercise.  As soon as practicable after the exercise of
            ---------------------
this  Warrant  in  full  or  in  part, the Company at its expense (including the
payment by it of any applicable issue taxes) will cause to be issued in the name
of  and  delivered  to  the  holder  hereof,  or  as  such  holder may direct, a
certificate  or  certificates  for  the  number  of fully paid and nonassessable
shares  of Common stock to which such holder shall be entitled on such exercise.

<PAGE>

     4.     Adjustment of Purchase Price and Number of Shares.  The character of
            -------------------------------------------------
the  shares  of  stock or other securities at the time issuable upon exercise of
this Warrant and the purchase price therefor, are subject to adjustment upon the
occurrence  of  the  following  events:

     (a)     ADJUSTMENT  FOR  STOCK  SPLITS, STOCK DIVIDENDS, RECAPITALIZATIONS,
             -------------------------------------------------------------------
ETC.  The  exercise  price  of this Warrant and the number of shares of stock or
--
other  securities  at  the  time issuable upon exercise of this Warrant shall be
appropriately  adjusted  to reflect any stock dividend, stock split, combination
of  shares,  reclassification, recapitalization or other similar event affecting
the  number  of  outstanding  shares  of  stock  or  securities.

     (b)     ADJUSTMENT FOR REORGANIZATION, CONSOLIDATION, MERGER, ETC.  In case
             ----------------------------------------------------------
of  any  consolidation  or  merger  of  the  Company  with  or  into  any  other
corporation,  entity  or person, or any other corporate reorganization, in which
the  Company  shall  not  be  the  continuing  or  surviving  entity  of  such
consolidation,  merger or reorganization (any such transaction being hereinafter
referred  to  as  a  "REORGANIZATION"),  then,  in each case, the holder of this
Warrant, on exercise hereof at any time after the consummation or effective date
of  such  Reorganization  (the  "EFFECTIVE DATE"), shall receive, in lieu of the
shares  of  stock  or other securities at any time issuable upon the exercise of
the Warrant issuable on such exercise prior to the Effective Date, the stock and
other  securities  and property (including cash) to which such holder would have
been  entitled upon the Effective Date if such holder had exercised this Warrant
immediately prior thereto (all subject to further adjustment as provided in this
Warrant).

     (c)     CERTIFICATE  AS  TO  ADJUSTMENTS.  In  case  of  any  adjustment or
             --------------------------------
readjustment in the price or kind of securities issuable on the exercise of this
Warrant,  the Company will promptly give written notice thereof to the holder of
this  Warrant in the form of a certificate, certified and confirmed by the Board
of  Directors  of the Company, setting forth such adjustment or readjustment and
showing  in  reasonable  detail  the  facts  upon  which  such  adjustment  or
readjustment  is  based.

     5.     Notices  of  Record  Date,  Etc.  In  the  event  of:
            --------------------------------

     (a)     any  taking  by the Company of a record of the holders of any class
of  securities  for  the  purpose  of  determining  the  holders thereof who are
entitled  to  receive  any  dividend  or  other  distribution,  or  any right to
subscribe for, purchase or otherwise acquire any shares of stock of any class or
other  securities  or  property,

     (b)     any  capital reorganization of the Company, any reclassification or
recapitalization  of the capital stock of the Company, or any transfer of all or
substantially all the assets of the Company to or consolidation or merger of the
Company  with  or  into  any  other  person,  or

<PAGE>

     (c)     any voluntary or involuntary dissolution, liquidation or winding-up
of  the  Company,

then  and in each such event the Company will mail to the holder hereof a notice
specifying  (i) the date on which any such record is to be taken for the purpose
of such dividend, distribution or right, and stating the amount and character of
such  dividend,  distribution  or  right  and  (ii)  the  date on which any such
reorganization,  reclassification,  recapitalization,  transfer,  consolidation,
merger,  dissolution,  liquidation or winding-up is to take place, and the time,
if  any  is to be fixed, as of which the holders of record of shares of stock or
other securities at the time issuable upon the exercise of this Warrant shall be
entitled  to  exchange their shares for securities or other property deliverable
on  such  reorganization,  reclassification,  recapitalization,  transfer,
consolidation,  merger,  dissolution,  liquidation  or  winding-up.  Such notice
shall  be  mailed at least twenty (20) days prior to the date therein specified.

     6.     Exchange of Warrants.  Subject to the transfer condition referred to
            --------------------
in  the  legend  endorsed  hereon,  on  surrender  for exchange of this Warrant,
properly  endorsed,  to  the  Company, the Company at its expense will issue and
deliver to or on the order of the holder thereof a new Warrant of like tenor, in
the  name  of such holder or as such holder may direct, calling in the aggregate
on  the  face  thereof for the number of share of Common Stock called for on the
face  of  the  Warrant  so  surrendered.

     7.     Replacement  of  Warrants.  On  receipt  by  the Company of evidence
            -------------------------
reasonably  satisfactory  to  the  Company  of  the  loss, theft, destruction or
mutilation of Warrant and, in the case of any such loss, theft or destruction of
this  Warrant,  on delivery of an indemnity agreement reasonably satisfactory in
form  and  amount  to  the  Company  or,  in the case of any such mutilation, on
surrender  and  cancellation  of  such  Warrant, the Company at its expense will
execute  and  deliver,  in  lieu  thereof,  a  new  Warrant  of  like  tenor.

     8.     Investment  Intent.  Unless  a  current registration statement under
            ------------------
the  Securities  Act of 1933, as amended, shall be in effect with respect to the
securities  to  be  issued upon exercise of this Warrant, the holder thereof, by
accepting  this  Warrant,  covenants  and  agrees  that, at the time of exercise
hereof,  and  at  the  time of any proposed transfer of securities acquired upon
exercise  hereof,  such  holder  will deliver to the Company a written statement
that  the securities acquired by the holder upon exercise hereof are for the own
account of the holder for investment and are not acquired with a view to, or for
sale  in  connection with, any distribution thereof (or any portion thereof) and
with  no  present  intention  (at  any such time) offering and distributing such
securities  (or  any  portion  thereof).

     9.     Reservation  of Common Stock.  The Company covenants that it will at
            ----------------------------
all  times reserve and keep available out of its authorized but unissued capital
stock such number of shares of Common Stock as are necessary to deliver upon the
exercise  of  this  Warrant.

<PAGE>

     10.     Restrictions on Transferability.  This Warrant and the Common Stock
             -------------------------------
issuable  upon exercise shall be a "restricted security" as defined in the rules
under  the  Act.  This  Warrant  may  be transferred only with the prior written
consent  of  the  Company and in accordance with (i) applicable law, and only on
the  same  basis as a restricted security would be transferable thereunder, (ii)
any  transfer  restrictions  applicable to shares of the Company's capital stock
generally,  and  (iii)  the  conditions  set  forth in this Section.  The holder
hereof,  by  acceptance  hereof, agrees to give written notice to the Company at
least  fifteen  (15) days before any requested transfer of this Warrant, of such
holder's intent to do so, describing briefly the manner of the proposed transfer
and setting forth information concerning the proposed transferee.  Promptly upon
receiving  such  written  notice,  the  Company  shall present copies thereof to
counsel for the Company.  If, in the opinion of counsel satisfactory in form and
substance  to  the  Company,  the  proposed  transfer  may  be  effected without
violation of the applicable federal and state securities laws, the holder hereof
shall  be  entitled to transfer this Warrant, if consented to by the Company, in
the manner contemplated in the above-referenced notice to the Company; provided,
that  an  appropriate  legend  may  be  endorsed  on  this  Warrant  respecting
restrictions  on  transfer  thereof  necessary  or  advisable  in the opinion of
counsel and satisfactory in form and substance to the Company to prevent further
transfers  that would be in violation of the securities laws or adversely affect
the  exemptions  relied  upon by the Company.  The Company acknowledges that the
holder  may  assign all or a portion of the Warrant to affiliates of the holder,
who  shall  also  be  accredited  investors, and, subject to compliance with the
other  provisions  of  this  Section  10,  the  Company  will  consent  to  such
assignment.  To  such  effect,  the  Company  may  request  that  the  intended
transferee  execute an investment and representation letter satisfactory in form
and substance to the Company.  Upon transfer of this Warrant, the transferee, by
acceptance  of  this  Warrant,  agrees  to  be  bound  by the provisions, terms,
conditions and limitations of this Warrant and the investment and representation
letter,  if  any,  required  by  the  Company.  Similar  restrictions  should be
applicable  to  any  shares  of  Common  Stock  issued  upon  exercise  hereof.

     11.     No  Rights  or  Liability  as a Shareholder.  This Warrant does not
             -------------------------------------------
entitle  the holder hereof to any voting rights as a shareholder of the Company.
No  provisions hereof, in the absence of affirmative action by the holder hereof
to  purchase Common Stock, and no enumeration herein of the rights or privileges
of  the  holder  hereof  shall  give  rise  to any liability of such holder as a
shareholder  of  the  Company.

     12.     Notices.  All  notices  referred  to  in  this  Warrant shall be in
             -------
writing  and  shall  be delivered personally or by certified or registered mail,
return  receipt requested, postage prepaid and will be deemed to have been given
when  so  delivered  or  mailed  (i)  to the Company, at its principal executive
offices  and  (ii) to the holder of this Warrant, at such holder's address as it
appears  in  the  records  of  the  Company  (unless otherwise indicated by such
holder).

<PAGE>

     13.     Miscellaneous.  This  Warrant  and  any term hereof may be changed,
             -------------
waived,  discharged or terminated only by an instrument in writing signed by the
party against which enforcement of such change, waiver, discharge or termination
is  sought.  This  Warrant is being delivered in the State of Illinois and shall
be  governed  by and construed and enforced in accordance with the internal laws
of  the  State of Illinois (without reference to any principles of the conflicts
of  laws).  The headings in this Warrant are for purposes of reference only, and
shall  not  limit  or  otherwise  affect  any  of  the  terms  hereof.

     14.     Net  Exercise  Provision.  At  its  option,  without payment by the
             ------------------------
holder  of  cash  or  any  other  consideration, holder may request that Company
convert  a  particular  number  of shares subject to the Warrant (the "Converted
Warrant  Shares")  into  that  number  of  shares  of  Common Stock equal to the
quotient  obtained  by dividing the aggregate Net Value (as hereinafter defined)
of  the  Converted Warrant Shares by the Fair Market Value (as determined (i) by
reference  to  the  current Market Price based upon the last sales price, or bid
price  if  there was not sale, if the Common Stock is publicly traded or (ii) by
the  Board of Directors acting in good faith if the Common Stock is not publicly
traded)  of  a  single  share of Common Stock, determined in each case as of the
close  of business on the date of conversion of the Warrant.  The "Net Value" of
the  Converted  Warrant  Shares shall be determined by subtracting the aggregate
exercise  price  of  the Converted Warrant Shares from the aggregate Fair Market
Value  of  the  Converted  Warrant Shares.  All other provisions of this Warrant
shall  be  apply to any conversion of this Warrant pursuant to the terms of this
Section  14.

Dated:  February  19,  2003.

                                        HARTVILLE  GROUP,  INC.


                                        By: /s/ W. Russell Smith III
                                           -------------------------
                                        Name:  W. Russell Smith III
                                        Title: President

<PAGE>

                            ATTACHMENT A TO WARRANT

                              FORM OF SUBSCRIPTION

                   (To be signed only on exercise of Warrant)


To:     HARTVILLE  GROUP,  INC.

     The  undersigned,  the  holder  of  the  within Warrant, hereby irrevocably
elects  to  exercise the purchase rights represented by such Warrant for, and to
purchase  thereunder,             *  shares of Common Stock of Inmold, Inc., and
                     --------------
herewith  makes  payment  of $         therefor, and requests that a certificate
                              --------
for  such  shares be issued in the name of, and delivered to Samir Financial II,
L.L.C.  whose  address  is  set  forth  below:

SAMIR  FINANCIAL,  L.L.C.


     By:

     Its:






     (Address)

Dated:        ,
      --------  ----


*     Insert  here  the  number  of  shares  as  to  which  the Warrant is being
 -----
exercised.

<PAGE>