THE SECURITIES  EVIDENCED BY THIS  CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE  SECURITIES  ACT OF 1933, AS AMENDED (THE  "SECURITIES  ACT"),  OR THE
SECURITIES  LAWS OF ANY STATE AND HAVE BEEN  PURCHASED FOR  INVESTMENT  PURPOSES
ONLY AND NOT WITH A VIEW TO THE DISTRIBUTION THEREOF, AND THE SECURITIES MAY NOT
BE OFFERED FOR SALE, SOLD OR TRANSFERRED,  PLEDGED OR HYPOTHECATED  UNLESS THERE
IS AN EFFECTIVE  REGISTRATION  STATEMENT  UNDER THE  SECURITIES ACT COVERING THE
SECURITIES,  THE SECURITIES ARE SOLD IN CONFORMITY  WITH THE LIMITATIONS OF RULE
144 OR A SIMILAR  RULE AS IS THEN IN EFFECT  UNDER THE  SECURITIES  ACT,  OR THE
COMPANY HAS RECEIVED AN OPINION OF COUNSEL  REASONABLY  ACCEPTABLE TO IT STATING
THAT  THE SALE OR  TRANSFER  IS  EXEMPT  FROM THE  REGISTRATION  AND  PROSPECTUS
DELIVERY REQUIREMENTS OF THE SECURITIES ACT.



                            HEALTH EXPRESS USA, INC.

               Incorporated Under the Laws of the State of Florida

WARRANT # 02-002                                            100,000 COMMON STOCK
                                                            PURCHASE WARRANTS

                          CERTIFICATE FOR COMMON STOCK
                                PURCHASE WARRANTS

     1.   Warrant. This Warrant Certificate certifies that Hawk Associates, Inc.
          or its registered assigns (the "Registered Holder"), is the registered
          owner of the  above  indicated  number  of  Warrants  expiring  on the
          Expiration Date, as hereinafter  defined. One (1) Warrant entitles the
          Registered Holder to purchase one (1) share of the Common Stock, $.001
          par  value (a  "Share"),  of  Health  Express  USA,  Inc.,  a  Florida
          corporation (the  "Company"),  from the Company at a purchase price of
          fifty five cents ($0.55) per Share (the "Exercise  Price") at any time
          during the Exercise Period, as hereinafter defined,  upon surrender of
          this Warrant  Certificate with the exercise form hereon duly completed
          and executed and  accompanied  by payment of the Exercise Price at the
          principal office of the Company.

Upon due presentment for transfer or exchange of this Warrant Certificate at the
principal  office  of  the  Company,  a  new  Warrant   Certificate  or  Warrant
Certificate  of like tenor and  evidencing  in the  aggregate  a like  number of
Warrants  shall be issued in exchange for this Warrant  Certificate,  subject to
the limitations  provided herein, upon payment of any tax or governmental charge
imposed in  connection  with such  transfer.  Subject to the terms  hereof,  the
Company   shall  deliver   Warrant   Certificates   in  required   whole  number

<PAGE>

denominations to Registered  Holders in connection with any transfer or exchange
permitted hereunder.

     2.   Restrictive  Legend.  Each Warrant  Certificate  and each  certificate
          representing  Shares  issued upon  exercise of a Warrant,  unless such
          Shares  are then  registered  under  the  Securities  Act of 1933,  as
          amended  (the  "Act"),  shall  bear  a  legend  in  substantially  the
          following form:

"THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES  ACT OF 1933, AS AMENDED (THE  "SECURITIES  ACT"),  OR THE SECURITIES
LAWS OF ANY STATE AND HAVE BEEN PURCHASED FOR  INVESTMENT  PURPOSES ONLY AND NOT
WITH A VIEW TO THE DISTRIBUTION  THEREOF,  AND THE SECURITIES MAY NOT BE OFFERED
FOR SALE,  SOLD OR  TRANSFERRED,  PLEDGED  OR  HYPOTHECATED  UNLESS  THERE IS AN
EFFECTIVE   REGISTRATION   STATEMENT  UNDER  THE  SECURITIES  ACT  COVERING  THE
SECURITIES,  THE SECURITIES ARE SOLD IN CONFORMITY  WITH THE LIMITATIONS OF RULE
144 OR A SIMILAR  RULE AS IS THEN IN EFFECT  UNDER THE  SECURITIES  ACT,  OR THE
COMPANY HAS RECEIVED AN OPINION OF COUNSEL  REASONABLY  ACCEPTABLE TO IT STATING
THAT  THE SALE OR  TRANSFER  IS  EXEMPT  FROM THE  REGISTRATION  AND  PROSPECTUS
DELIVERY REQUIREMENTS OF THE SECURITIES ACT.."

3.  Exercise.  Subject to the terms  hereof,  the  Warrants,  evidenced  by this
Warrant Certificate,  may be exercised at the Exercise Price in whole or in part
at any time during the period (the  "Exercise  Period")  commencing  on the date
hereof  and  terminating  at the  close  of  business  on  July  28,  2008  (the
"Expiration Date").

         A Warrant shall be deemed to have been exercised  immediately  prior to
the close of business on the date (the "Exercise  Date") of the surrender to the
Company at its principal  offices of this Warrant  Certificate with the exercise
form  attached  hereto  executed by the  Registered  Holder and  accompanied  by
payment to the Company,  in cash or by official bank or certified  check,  in an
amount  equal to the  aggregate  Exercise  Price,  in lawful money of the United
States of America.

         The person  entitled to receive the Shares  issuable upon exercise of a
Warrant or Warrants  ("Warrant Shares") shall be treated for all purposes as the
holder of such Warrant  Shares as of the close of business on the Exercise Date.
The Company shall not be obligated to issue any  fractional  share  interests in
Warrant  Shares  issuable or deliverable on the exercise of any Warrant or scrip
or cash with respect  thereto,  and such right to a fractional share shall be of
no value whatsoever.  If more than one Warrant shall be exercised at one time by
the same Registered Holder, the number of full Shares which shall be issuable on
exercise  thereof shall be computed on the basis of the aggregate number of full
shares issuable on such exercise.

<PAGE>

         Promptly,  and in any event  within  ten (10)  business  days after the
Exercise  Date, the Company shall cause to be issued and delivered to the person
or persons  entitled to receive the same, a certificate or certificates  for the
number of Warrant Shares deliverable on such exercise.

         The Company may deem and treat the Registered Holder of the Warrants at
any time as the absolute  owner thereof for all purposes,  and the Company shall
not be affected by any notice to the  contrary.  The Warrants  shall not entitle
the  Registered  Holder thereof to any of the rights of  shareholders  or to any
divided declared on the Shares unless the Registered Holder shall have exercised
the Warrants and thereby  purchased the Warrant  Shares prior to the record date
for the  determination  of holders of Shares  entitled to such dividend or other
right.



     4.   Redemption  of Warrants by Company.  The Company  shall have the right
          and  option,  upon 20 days  prior  written  notice to each  Registered
          Holder,  to call,  redeem and acquire at the redemption price of $0.01
          per Warrant which remain outstanding and unexercised at the date fixed
          for redemption (the "Redemption Date").

     5.   Reservation of Shares and Payment of Taxes. The Company covenants that
          it will at all times reserve and have  available  from its  authorized
          Common  Stock such  number of Shares as shall then be  issuable on the
          exercise  of  outstanding  Warrants.  The Company  covenants  that all
          Warrant  Shares  which shall be so issuable  shall be duly and validly
          issued,  fully paid and nonassessable,  and free from all taxes, liens
          and charges with respect to the issue thereof after the Exercise Price
          is paid to the Company.

          The Registered Holder shall pay all documentary stamp or similar taxes
          and other  government  charges that may be imposed with respect to the
          issuance,  transfer or  delivery of any Warrant  Shares on exercise of
          the Warrants. In the event the Warrant Shares are to be delivered in a
          name  other  than the name of the  Registered  Holder  of the  Warrant
          Certificate,  no  such  delivery  shall  be  made  unless  the  person
          requesting  the same has paid the  amount of any such taxes or charges
          incident thereto.

          6.  Registration  of  Transfer.   The  Warrant   Certificates  may  be
          transferred in whole or in part,  provided any such transfer  complies
          with  all  applicable  federal  and  state  securities  laws  and,  if
          requested  by the  Company,  the  Registered  Holder  delivers  to the
          Company an opinion of counsel to that  effect,  in form and  substance
          reasonably  acceptable  to  the  Company  and  its  counsel.   Warrant
          Certificates to be transferred  shall be surrendered to the Company at
          its principal office. The Company shall execute,  issue and deliver in
          exchange  therefore the Warrant  Certificate or Certificates which the
          Registered Holder making the transfer shall be entitled to receive.

<PAGE>

               The Company  shall keep transfer  books at its  principal  office
          which shall register Warrant Certificates and the transfer thereof. On
          due  presentment  of  any  Warrant  Certificate  for  registration  of
          transfer at such office, the Company shall execute,  issue and deliver
          to  the  transferee  or  transferees  a  new  Warrant  Certificate  or
          Certificates  representing an equal aggregate number of Warrants.  All
          Warrant  Certificates   presented  for  registration  of  transfer  or
          exercise  shall  be  duly  endorsed  or be  accompanied  by a  written
          instrument  or  instruments  of transfer in form  satisfactory  to the
          Company.  The Company may require payment of a sum sufficient to cover
          any tax or other  government  charge that may be imposed in connection
          therewith.

               All Warrant  Certificates  so  surrendered,  or  surrendered  for
          exercise,  or for exchange in case of mutilated Warrant  Certificates,
          shall be promptly  canceled by the Company and thereafter  retained by
          the Company until the Expiration  Date.  Prior to due  presentment for
          registration of transfer thereof, the Company may treat the Registered
          Holder of any Warrant  Certificate as the absolute owner thereof,  the
          Company may treat the Registered Holder of any Warrant  Certificate as
          the absolute owner thereof (notwithstanding any notations of ownership
          or writing  thereon  made by anyone other than the  Company),  and the
          Company shall not be affected by any notice to the contrary.

          7.  Loss  or  Mutilation.  On  receipt  by  the  Company  of  evidence
          satisfactory as to the ownership of and the loss,  theft,  destruction
          or mutilation of this Warrant  Certificate,  the Company shall execute
          and deliver, in lieu thereof, a new Warrant  Certificate  representing
          an equal aggregate  number of Warrants.  In the case of loss, theft or
          destruction  of any Warrant  Certificate,  the  individual  requesting
          issuance of a new Warrant  Certificate  shall be required to indemnify
          the Company in an amount  satisfactory to the Company.  In the event a
          Warrant  Certificate is mutilated,  such Warrant  Certificate shall be
          surrendered  and  canceled by the  Company  prior to delivery of a new
          Warrant  Certificate.  Applicants for a new Warrant  Certificate shall
          also comply with such other  regulations and pay such other reasonable
          charges as the Company may prescribe.


          8.   Adjustment of Shares. The number and kind of securities  issuable
               upon exercise of a Warrant  shall be subject to  adjustment  from
               time to time upon the happening of certain events, as follows:

               (a)  Stock   Splits,   Stock   Combinations   and  Certain  Stock
                    Dividends.  If the Company  shall at any time  subdivide  or
                    combine  its  outstanding  Shares,  or declare a dividend in
                    Shares,   a  Warrant  shall,   after  such   subdivision  or
                    combination or after the record date for such  dividend,  be
                    exercisable  for that number of Shares and other  securities

<PAGE>

                    of the Company that the  Registered  Holder would have owned
                    immediately  after such event with respect to the Shares and
                    other securities for which a Warrant may have been exercised
                    immediately before such event had the Warrant been exercised
                    immediately  before such event.  Any  adjustment  under this
                    Section  8 (a)  shall  become  effective  at  the  close  of
                    business  on  the  date  the  subdivision,   combination  or
                    dividend becomes effective.

               (b)  Adjustment for  Reorganization,  Consolidation,  Merger.  In
                    case of any  reorganization  of the  Company  (or any  other
                    corporation  the stock or other  securities  of which are at
                    the time  receivable  upon exercise of a Warrant) or in case
                    the Company (or any such other corporation) shall merge into
                    or with or  consolidate  with another  corporation or convey
                    all  or   substantially   all  of  its   assets  to  another
                    corporation or enter into a business combination of any form
                    as  a  result  of  which  the  Shares  or  other  securities
                    receivable  upon  exercise of a Warrant are  converted  into
                    other   stock  or   securities   of  the  same  or   another
                    corporation,  then and in each  such  case,  the  Registered
                    Holder of a Warrant,  upon exercise of the purchase right at
                    any time  after  the  consummation  of such  reorganization,
                    consolidation,  merger,  conveyance or combination  (in each
                    case, a "Sale  Transaction"),  shall be entitled to receive,
                    in lieu of the  Shares  or other  securities  to which  such
                    Registered  Holder would have been entitled had he exercised
                    the purchase right immediately prior thereto, such stock and
                    securities  which such  Registered  Holder  would have owned
                    immediately  after such event with respect to the Shares and
                    other securities for which a Warrant may have been exercised
                    immediately before such event had the Warrant been exercised
                    immediately prior to such event; provided,  however, that in
                    the event of a Sale Transaction,  the Company shall have the
                    right  and  option  on ten (10)  days  prior  notice  to the
                    Registered  Holder to call,  redeem and acquire all Warrants
                    which  remain  outstanding  and  unexercised  as of the date
                    fixed for  redemption  by the  Company  in such  notice at a
                    price of $.01 per Warrant.  In each case of an adjustment in
                    the Shares or other securities  receivable upon the exercise
                    of  a  Warrant,   the  Company  shall  promptly  notify  the
                    Registered Holder of such adjustment.  Such notice shall set
                    forth the facts upon which such adjustment is based.

          9.   Reduction in Exercise  Price at Company's  Option.  The Company's
               Board of  Directors  may,  in its  sole  discretion,  reduce  the
               Exercise  Price of the  Warrants in effect at any time either for
               the life of the Warrants or any shorter period of time determined
               by the Company's  Board of Directors.  The Company shall promptly
               notify  the  Registered  Holders  of any  such  reduction  in the
               Exercise Price.

          10.  Notices. All notices,  demands,  elections,  or requests (however
               characterized  or  described)  required or  authorized  hereunder
               shall be deemed  given  sufficiently  if in  writing  and sent by

<PAGE>

               registered  or  certified  mail,  return  receipt  requested  and
               postage prepaid,  by a nationally  recognized  overnight courier,
               delivery  charges  prepaid,  or by  facsimile  or telegram to the
               Company, at 1761 West Hillsboro Blvd. Suite 203, Deerfield Beach,
               Florida,  33442,  Attn: Douglas Baker, CEO, and of the Registered
               Holder,  at the  address of such holder as set forth on the books
               maintained by the Company.

          11.  General  Provisions.  This Warrant Certificate shall be construed
               and enforced in accordance with, and governed by, the laws of the
               State  of  Florida.  Any  dispute,  controversy  or  question  of
               interpretation  arising under,  out of, in connection  with or in
               relation  to  this   Warrant   Certificate   shall  be  litigated
               exclusively  in the courts of competent  jurisdiction  located in
               Broward County,  Florida.  Each of the Parties hereby irrevocably
               submits   to  the   jurisdiction   of  any  court  of   competent
               jurisdiction  located  in  Broward  County,  Florida.  Each Party
               hereby   irrevocably   waives,  to  the  fullest  extent  it  may
               effectively  do so, the defense of an  inconvenient  forum to the
               maintenance of any such action in Broward County, Florida. Except
               as otherwise  expressly stated herein,  time is of the essence in
               performing  hereunder.  The headings of this Warrant  Certificate
               are for  convenience  of  reference  only and  shall not limit or
               otherwise affect the meaning hereof.

     IN WITNESS WHEREOF,  the Company has caused this Warrant  Certificate to be
     duly executed as of the 28 day of July, 2003.


                                    HEALTH EXPRESS USA, INC.



                                    By:_________________________________
                                            Douglas Baker, CEO