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                                                                   EXHIBIT 10.15



              THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE
               UPON THE EXERCISE OF THIS WARRANT ARE TRANSFERABLE
                   ONLY IN ACCORDANCE WITH PARAGRAPH H HEREOF.

            Void after 5:00 P.M., New York Time, on January 14, 2003

                               Warrant to Purchase
                                 200,000 Shares
                                 of Common Stock


                        WARRANT TO PURCHASE COMMON STOCK

This is to Certify That, FOR VALUE RECEIVED, Steve Velte (the "Holder"), is
entitled to purchase, subject to the provisions of this Warrant, from Beverly
Hills Ltd., Inc., a Utah corporation, having an office at 16 N. Ft. Harrison,
Clearwater, FL 33755 (the "Company"), an aggregate of 200,000 shares (the
"Warrant Shares") of the Company's Common Stock, 0.001 par value ("Common
Stock") at a price of $5.32 per share (or such other price computed by applying
all adjustments made on or before January 14, 2003, in accordance with Section F
hereof, to $5.32 as if it had been the initial Exercise Price per share
hereunder) at any time on or after January 14, 1999 until 5:00 P.M. New York
Time, on January 14, 2003. The number of shares of Common Stock to be received
upon the exercise of this Warrant and the price to be paid for a share of Common
Stock may be adjusted from time to time as hereinafter set forth. The shares of
Common Stock deliverable upon such exercise, and as adjusted from time to time,
are hereinafter sometimes referred to as "Warrant Shares" and the exercise price
of a share of Common Stock in effect at any time and as adjusted from time to
time is hereinafter sometimes referred to as the "Exercise Price."

A.     EXERCISE OF WARRANT. Subject to the following conditions precedent and
       the provisions of Section H and I hereof, this Warrant may be exercised
       in whole or in part at any time or from time to time on or after January
       14, 1999, and before 5:00 P.M. New York Time on January 14, 2003, or, if
       either such day is a day on which banking institutions are authorized by
       law to close, then on the next succeeding day which shall not be such a
       day, by presentation and surrender hereof to the Company at any office
       maintained by it, or at the office of its Warrant Agent, if any, with the
       Purchase Form annexed hereto duly executed and accompanied by payment of
       the Exercise Price for the number of shares specified in such form. If
       this Warrant should be exercised in part only, the Company shall, upon
       surrender of this Warrant for cancellation, execute and deliver a new
       Warrant evidencing the rights of the Holder hereof to purchase the
       balance of the shares purchasable hereunder. Upon receipt by the Company
       of this Warrant at its office, or by the Warrant Agent of the Company at
       its office, in proper form for exercise, the Holder shall be deemed to be
       the holder of record of the shares of Common Stock issuable upon such
       exercise, notwithstanding that the stock transfer books of the Company
       shall


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       then be closed or that certificate representing such shares of Common
       Stock shall not then be actually delivered to the Holder.

B.     RESERVATION OF SHARES. The Company hereby agrees that at all times there
       shall be reserved for issuance and/or delivery upon exercise of this
       Warrant such number of shares of its Common Stock as shall be required
       for issuance of delivery upon exercise of this Warrant.

C.     FRACTIONAL SHARES. No fractional shares or scrip representing fractional
       shares shall be issued upon the exercise of this Warrant. With respect to
       any fraction of a share called for upon exercise hereof, the Company
       shall issue to the Holder the next whole share.

D.     EXCHANGE, ASSIGNMENT OR LOSS OF WARRANT. This Warrant is exchangeable,
       without expense, at the option of the Holder, upon presentation and
       surrender hereof to the company or at the office of the Warrant Agent for
       other Warrants of different denominations entitling the holder thereof to
       purchase in aggregate the same number of shares of Common Stock
       purchasable hereunder. The term Warrant as used herein includes any
       Warrants into which this Warrant may be divided or exchanged. Upon
       receipt by the Company of evidence reasonably satisfactory to it of the
       loss, theft, destruction, or mutilation of this Warrant, and (in the case
       of loss, theft or destruction) of reasonably satisfactory
       indemnification, and upon surrender and cancellation of this Warrant, if
       mutilated, the Company will execute and deliver a new Warrant of like
       tenor and date. Any such new warrant executed and delivered shall
       constitute an additional contractual obligation on the part of the
       Company, whether or not this Warrant so lost stolen, destroyed, or
       mutilated shall be at any time enforceable by anyone.

E.     RIGHTS OF THE HOLDER. The Holder shall not, by virtue here of, be
       entitled to any rights of a shareholder in the Company, either at law or
       equity, and the rights of the Holder are limited to those expressed in
       the Warrant and are not enforceable against the Company except to the
       extent set forth herein.

F.     STOCK DIVIDENDS, RECLASSIFICATION, REORGANIZATION, ANTI-DILUTION
       PROVISIONS, ETC. This Warrant is subject to the following further
       provisions:

       1.     In case, prior to the expiration of this Warrant by exercise or by
              its terms, the Company shall issue any shares of its Common Stock
              as a stock dividend or subdivide the number of outstanding shares
              of Common Stock into a greater number of shares, then, in either
              of such cases, the Exercise Price per share of the Warrant Shares
              purchasable pursuant to this Warrant in effect at the time of such
              action shall be proportionately reduced and the number of Warrant
              Shares at that time purchasable pursuant to this Warrant shall be
              proportionately increased. In the event the Company shall contract
              the number of outstanding shares of


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              Common Stock by combining such shares into a smaller number of
              shares, then, in such case, the Exercise Price per share of the
              Warrant Shares purchasable pursuant to this Warrant in effect at
              the time of such action shall be proportionately increased and the
              number of Warrant Shares at that time purchasable pursuant to this
              Warrant shall be proportionately decreased. Any dividend paid or
              distributed upon the Common Stock in stock of any other class of
              securities convertible into shares of Common Stock shall be
              treated as a dividend paid in Common Stock to the extent that
              shares of Common Stock are issuable upon the conversion thereof.

       2.     In case, prior to the expiration of this Warrant by exercise or by
              its terms, the Company shall be recapitalized by reclassifying its
              outstanding Common Stock, no par value, into stock with a
              different par value or by changing its outstanding Common Stock
              with par value to stock without par, the Company or a successor
              corporation shall be consolidated or merge with or convey all or
              substantially all of its or of any successor corporation's
              property and assets to any other corporation or corporations (any
              such corporation being included within the meaning of the term
              successor corporation in the event of any consolidation or merger
              of any such corporation with, or the sale of all or substantially
              all of the property of any such corporation to, another
              corporation or corporations), in exchange for stock or securities
              of a successor corporation, the holder of this Warrant shall
              thereafter have the right to purchase upon the terms and
              conditions and during the time specified in this Warrant, in lieu
              of the Warrant Shares theretofore purchasable upon the exercise of
              this Warrant, the kind and amount of shares of stock and other
              securities receivable upon such recapitalization or consolidation,
              merger or conveyance by a holder of the number of shares of Common
              Stock which the holder of this Warrant might have purchased
              immediately prior to such recapitalization or consolidation,
              merger or conveyance.

       3.     Upon the occurrence of each event requiring an adjustment of the
              Exercise Price and of the number of Warrant Shares purchasable at
              such adjusted Exercise Price by reason of such event in accordance
              with the provisions of this Section F., the Company shall compute
              the adjusted Exercise Price and the adjusted number of Warrant
              Shares purchasable at such adjusted Exercise Price by reason of
              such event in accordance with the provisions of this Section F.
              and shall prepare a certificate setting forth such adjusted
              Exercise Price and the adjusted number of Warrant Shares and
              showing in detail the facts upon which such conclusions are based.
              The Company shall mail forthwith to each holder of this Warrant a
              copy of such certificate, and thereafter said certificate shall be
              conclusive and shall be binding upon such holder unless contested
              by such holder by written notice to the Company within thirty (30)
              days after receipt of the certificate by such holder.


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       4.     In case:

              (a)    the Company shall take a record of the holders of its
                     Common Stock for the purpose of entitling them to receive a
                     dividend or any other distribution in respect of the Common
                     Stock (including cash), pursuant to without limitation, any
                     spin-off, split-off or distribution of the Company's
                     assets; or

              (b)    the Company shall take a record of the holders of its
                     Common Stock for the purpose of entitling them to subscribe
                     for or purchase any shares of stock of any class or to
                     receive any other rights; or

              (c)    of any classification, reclassification or other
                     reorganization of the capital stock of the Company,
                     consolidation or merger of the Company with or into another
                     corporation, or conveyance of all or substantially all of
                     the assets of the Company; or

              (d)    of the voluntary or involuntary dissolution, liquidation or
                     winding up of the Company;

              then, and in any such case, the Company shall mail to the Holder,
              at least twenty (20) days prior thereto, a notice stating the date
              or expected date on which a record is to be taken for the purpose
              of such dividend or distribution of rights, or the date on which
              such classification, reclassification, reorganization,
              consolidation, merger, conveyance, dissolution, liquidation, or
              winding up is to take place, as the case may be. Such notice shall
              also specify the date or expected date, if any is to be fixed, as
              of which holders of Common Stock of record shall be entitled to
              participate in said dividend on distribution of rights, or shall
              be entitled to exchange their shares of Common stock for
              securities or other property deliverable upon such classification,
              reclassification, reorganization, consolidation, merger,
              conveyance, dissolution, liquidation, or winding up, as the case
              may be. The failure to give such notice shall not affect the
              validity of any such proceeding or transaction and shall not
              affect the right of the holder of this Warrant to participate in
              said dividend, distribution of rights, or any such exchange and
              acquire the kind and amount of cash, securities or other property
              as the Holder would have been entitled to acquire if it was the
              record holder of the Warrant Shares which could be obtained upon
              the exercise of the Warrants immediately before such proceeding or
              transaction; provided that, the Holder exercises the Warrants
              within 30 days after discovery that such action or proceeding has
              taken place.

       5.     In case the Company at any time while this Warrant shall remain
              unexpired and unexercised, shall dissolve, liquidate, or wind up
              its affairs, the holder of this Warrant may thereafter receive
              upon exercise hereof in lieu of each share of Common Stock of the
              Company which it would have been entitled to receive, the same
              kind and amount of any securities or assets as may be issuable,
              distributable

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              or payable upon any such dissolution, liquidation or winding up
              with respect to each share of Common Stock of the Company.

G.     OFFICER'S CERTIFICATE. Whenever the Exercise Price shall be adjusted as
       required by the provisions of the foregoing Section, the Company shall
       forthwith file in the custody of its Secretary at its principal office
       and with the Warrant agent, an officer's certificate showing the adjusted
       Exercise Price determined as therein provided, setting forth in
       reasonable detail the facts requiring such adjustment, including a
       statement of the number of additional shares of Common Stock, if any, the
       consideration for such shares, determined as such Section F. provided,
       and such other facts as shall be necessary to show the reason for and the
       manner of computing such adjustment. Each such officer's certificate
       shall be made available at all reasonable times for inspection by the
       holder and the Company shall, forthwith after each such adjustment, mail
       a copy of such certificate to the holder.

H.     TRANSFER TO COMPLY WITH THE SECURITIES ACT OF 1933. Neither this Warrant,
       the Warrant Shares, nor any other security issued or issuable upon
       exercise of this Warrant may be sold or otherwise disposed or except as
       follows:

       1.     to a person who, in the opinion of counsel reasonably satisfactory
              to the Company, is a person to whom the Warrant or Warrant Shares
              may legally be transferred without registration and without the
              delivery of a current prospectus under the Securities Act of 1933,
              as amended (the "Act") with respect thereto and then only against
              receipt of an agreement of such person to comply with the
              provisions of this Section H. with respect to any resale or other
              disposition of such securities; or

       2.     to any person upon the filing of a Registration Statement under
              the Act and delivery of a prospectus then meeting the requirements
              of the Act relating to such securities and the offering thereof
              for such sale or disposition.

I.     REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

       The Company represents and warrants to the holder as follows:

       1.     The Company is duly organized and, as of the date of the original
              issuance hereof, validly existing and in good standing under the
              laws of the state of Utah.

       2.     The Company shall at all times reserve and keep available out of
              its authorized shares of Common Stock, solely for the purpose of
              issuing Warrant Shares upon the exercise of this Warrant, such
              shares as may be issuable upon the exercise hereof.

       3.     Warrant Shares, when issued and paid for in accordance with the
              terms of this Warrant, will be fully paid and not assessable.


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       4.     This Warrant has been duly authorized and approved by all required
              corporate action by the Company and does not violate the
              certificate of incorporation or by-laws of the Company.

                                         BEVERLY HILLS LTD., INC.

[CORPORATE SEAL]

                                         By:  /s/ Marc Barhonovich
                                              ----------------------------------
                                              Marc Barhonovich, President

                                         Signed:  December 16, 1999

                                         Issued as of:  January 14, 1999


ATTEST:



/s/ Leon F. Willis Jr.
------------------------------------
Leon F. Willis, Acting Secretary


Dated:   12/16/99


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                                  PURCHASE FORM
                                 TO BE EXECUTED
                            UPON EXERCISE OF WARRANTS




TO:      Beverly Hills Ltd., Inc.
         16 N. Ft. Harrison
         Clearwater, FL  33755

         The undersigned hereby exercises, according to the terms and conditions
thereof, the right to purchase ___________ Shares of Common Stock, evidenced by
the within Warrant Certificate, and herewith makes payment of the purchase price
in full,


         Dated:
               -----------------------------------------
         Name:
              ------------------------------------------
         Address:
                 ---------------------------------------
         Signature:
                   -------------------------------------


         UPON EXERCISE OF THIS WARRANT PAYMENT SHOULD BE MADE TO THE ORDER OF
BEVERLY HILLS LTD., INC.