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                                                                   EXHIBIT 10.21


              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 February 24, 2003

                               Warrant to Purchase
                                 100,000 Shares
                                 of Common Stock


                        WARRANT TO PURCHASE COMMON STOCK

This is to Certify That, FOR VALUE RECEIVED, Leon F. Willis, Jr. (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 100,000 shares (the
"Warrant Shares") of the Company's Common Stock, 0.001 par value ("Common
Stock") at a price of $7.00 per share (or such other price computed by applying
all adjustments made on or before February 24, 2003, in accordance with Section
F hereof, to $7.00 as if it had been the initial Exercise Price per share
hereunder) at any time on or after February 24, 1999 until 5:00 P.M. New York
Time, on February 24, 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
         February 24, 1999, and before 5:00 P.M. New York Time on February 24,
         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:  February 24, 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.