THIS WARRANT AND THE UNDERLYING COMMON SHARES HAVE BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 ON FORM S-8. THE CORPORATION WILL NOT TRANSFER THIS
WARRANT OR THE UNDERLYING COMMON SHARES UNLESS THERE IS AN EFFECTIVE
REGISTRATION COVERING THE RESALE OF SUCH WARRANTS OR THE RESALE OF SUCH
UNDERLYING SHARES, AS THE CASE MAY BE, UNDER THE SECURITIES ACT OF 1933 AND
APPLICABLE STATES SECURITIES LAWS

Void after 5:00 pm, New York Time on December 31, 2000.

                                     WARRANT

                   TO PURCHASE TWO MILLION (2,000,000) SHARES

                               OF COMMON STOCK OF

                                   SATX, INC.

               WHEREAS, SATX (the "Corporation") is agreeable to issue Warrants
to purchase shares of its common stock of the Corporation to Terry Byrne (the
"Warrantee") in order to establish a mutually beneficial business relationship
between the Corporation and Terry Byrne and is willing to offer Terry Byrne the
opportunity to become a shareholder in the Corporation.

        THIS IS TO CERTIFY THAT, IN CONSIDERATION OF THE FOREGOING, Terry Byrne
of 466 Cote St. Antoine Road, Westmount, QC, Canada H3Y 2J9 (the "Warrantee") is
entitled to purchase, subject to the terms and provisions of this Warrant, from
the Corporation, a Nevada corporation headquartered at 4710 Eisenhower Blvd,
Suite E-1, Tampa, FL 33634 (the "Corporation"), two million (2,000,000) shares
of the common stock, $.001 par value per share, of the Corporation at the price
and on the terms set forth below:

1.      WARRANTED SHARES AND EXERCISE PRICE.
        This Warrant entitles the Warrantee to purchase 2,000,000shares of
common stock of the Corporation (the "Warranted Shares") at a per share price of
500,000 @ $.75, 500,000 @ $1.25, 500,000 @ $1.75, and 500,000 @ $2.25.

2.      EXERCISE OF WARRANT.
        Subject to the provisions hereof, Warrantee may purchase all the
Warranted Shares, in whole or in part, at any time, and from time to time,
during the period commencing on June 30, 2000 and terminating at 5:00 p.m., New
York Time, on December 31, 2000 (the "Exercise Period"). Exercise shall be
effected by presentation and surrender of this Warrant (or any Warrant for which
this Warrant has been exchanged) to the Corporation at its principal office with
a written notice of exercise specifying the number of Warranted Shares being
purchased pursuant to such exercise, duly executed and accompanied by payment of
the Exercise Price for the number of shares specified. The date of receipt by
the Corporation of the foregoing shall be deemed to be the "Exercise Date" and
the Warrantee shall be deemed to be the holder of record of the Warranted Shares
issuable upon such exercise, notwithstanding that the stock transfer books of
the Corporation shall then be closed or that certificates representing such
Warranted Shares shall not then be actually delivered to the Warrantee.

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<PAGE>

3.      RESERVATION AND STATUS OF SHARES.
        The Corporation hereby agrees that at all times there shall be reserved
for issuance and delivery upon exercise of this Warrant such number of its
common shares as shall be required for issuance and delivery upon exercise of
this Warrant, and that such shares, when issued in accordance with the terms of
this Warrant, shall be validly issued, fully paid, and non-assessable.

4.      FRACTIONAL SHARES.
        Fractional Shares or script representing fractional Shares may be issued
upon the exercise of this Warrant.

5.      EXCHANGE OF LOSS OF WARRANT.
        Upon receipt by the Corporation of evidence satisfactory to it of the
loss, theft, destruction, or mutilation of this Warrant, and (in the case of
loss, theft, of destruction) of reasonably satisfactory indemnification, and (in
the case of mutilation) upon surrender and cancellation of this Warrant, the
Corporation will execute a new Warrant, which shall not constitute an additional
contractual obligation on the part of the Corporation, should this Warrant so
lost, stolen, destroyed, or mutilated be at any time enforceable by anyone.

6.      RIGHTS OF THE WARRANTEE.
        Except as provided in the last sentence of Section 2, the Warrantee
shall not, by virtue hereof, be entitled to any rights of a shareholder in the
Corporation, either at law or equity. The rights of the Warrantee are limited to
those expressed in this Warrant and are not enforceable against the Corporation
except to the extent set forth herein.

7.      ADJUSTMENTS
        The securities purchasable upon the exercise of this Warrant shall be
subject to adjustment from time to time as follows:

        7.1 In the event that the Corporation shall consolidate or merge into or
with another corporation, or in the event that the Corporation shall sell or
convey to any other person or persons all or substantially all the property of
the Corporation, the Warrantee shall thereafter be entitled upon exercise, to
receive the kind and amount of shares, other securities, cash, and property
receivable upon such consolidation, merger, sale, or conveyance by a holder of
the number of Common Shares which might have been purchased upon exercise of
this Warrant for the Exercise Price immediately prior to such consolidation,
merger, sale, or conveyance, and shall have no other conversion rights. In any
such event, effective provision shall be made, in the certificate or articles of
incorporation of the resulting or surviving corporation, in any contracts of
sale and conveyance, or otherwise so that, so far as appropriate and as nearly
as reasonably may be, the provisions set forth herein for the protection of the
rights of the Warrantee of this Warrant shall thereafter be made applicable.

        7.2 In the event that at any time, as a result of an adjustment made
pursuant to this section 7, the Warrantee shall become entitled to receive upon
exercise of this Warrant cash, property, or securities other than Shares, then
references to Shares in this section 7 shall be deemed to apply, so far as
appropriate and as nearly as may be, to such cash, property, or other
securities.

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<PAGE>

8.      INDEMNIFICATIONS.

        (a)    The Corporation shall indemnify and hold harmless the Warrantee
               and each person, if any, who controls the Warrantee within the
               meaning of the Securities Act of 1933, as amended (the
               "Securities Act") from and against any and all losses, claims,
               damages, expenses or liabilities, joint and several, to which
               they or any of them may become subject under the Securities Act
               or under any other statute or at common law or otherwise, and,
               except as hereinafter provided, will reimburse the Warrantee and
               each such controlling person, if any, for any legal or other
               expenses reasonably incurred by any of them in connection with
               investigating or defending any actions, whether or not resulting
               in any liability, insofar as such losses, claims, damages,
               expenses, liabilities or actions arise out of or are based upon
               any untrue statement or alleged untrue statement of a material
               fact contained in the registration statement, any preliminary
               prospectus or the final prospectus (or the registration statement
               or prospectus as from time to time amended or supplemented by the
               Corporation) or arise out of or are based upon the omission or
               alleged omission to state therein a material fact required to be
               stated therein or necessary in order to make the statements
               therein not misleading, unless such untrue statement or omission
               was made in reliance upon and in conformity with information
               furnished in writing to the Corporation in connection therewith
               by the Warrantee expressly for use therein. Promptly after
               receipt by the Warrantee or any person controlling the Warrantee
               of notice of the commencement of any action in respect of which
               indemnity may be sought against the Corporation, the Warrantee
               will notify the Corporation in writing of the commencement
               thereof, and, subject to the provisions hereinafter stated, the
               Corporation shall assume the defense of such action (including
               the employment of counsel, who shall be counsel satisfactory to
               the Warrantee or such person, as the case may be, and the payment
               of legal expenses), insofar as such action shall relate to any
               alleged liability in respect of which indemnity may be sought
               against the Corporation. The Warrantee or any such controlling
               person shall have the right to employ separate counsel in any
               such action and to participate in the defense thereof but the
               fees and expenses of such counsel shall not be at the expense of
               the Corporation unless the employment of such counsel has been
               specifically authorized by the Corporation, which authorization
               shall be given whenever the party seeking indemnity has been
               advised by its counsel that one or more legal defenses may be
               available to it that are not available to the Corporation or that
               for other reasons separate representation may be necessary, to
               avoid a conflict. The Corporation shall not be liable to
               indemnify any person for any settlement of any such action
               effected without the consent of the Corporation.

        (b)    The Warrantee will indemnify and hold harmless the Corporation,
               each of its directors and each of its officers who have signed
               the registration statement and each person, if any, who controls
               the Corporation within the meaning of the Securities Act from and
               against any and all losses, claims, damages, expenses of
               liabilities, joint and several, to which they are or any of them
               may become subject under the Securities Act or under any other
               statute or at common law or otherwise, and, except as hereinafter
               provided, will reimburse the Corporation and each such director,
               officer or controlling person for any legal and other expenses
               reasonably incurred by any of them in connection with
               investigating or defending any actions, whether or not resulting

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<PAGE>

               in any liability, insofar as such losses, claims, damages,
               expenses, liabilities or actions arise out of or are based upon
               any untrue statement or alleged untrue statement of a material
               fact contained in the registration statement, in any preliminary
               prospectus or in the final prospectus (or the registration
               statement or prospectus as from time to time amended or
               supplemented) or arise out of or are based upon the omission or
               alleged omission to state therein a material fact required to be
               stated therein in order to make the statements therein not
               misleading, but only insofar as any such statement or omission
               was made in reliance upon and in conformity with information
               furnished in writing to the Corporation in connection therewith
               by the Warrantee expressly for use therein. Promptly after
               receipt of notice of the commencement of any action in respect of
               which indemnity may be sought against the Warrantee, the
               Corporation will notify the Warrantee in writing of the
               commencement thereof, and the Warrantee shall, subject to the
               provisions hereinafter stated, assume the defense of such action
               (including the employment of counsel, who shall be counsel
               satisfactory to the Corporation, and the payment of legal
               expenses) insofar as such action shall relate to an alleged
               liability in respect of which indemnity may be sought against the
               Warrantee. The Corporation and each such director, officer or
               controlling person shall have right to employ separate counsel in
               any such action and to participate in the defense thereof, but
               the fees and expenses of such counsel shall not be at the expense
               of the Warrantee unless the employment of such counsel has been
               specifically authorized by the Warrantee, which authorization
               shall be given whenever separate representation may be necessary
               to avoid a conflict. The Warrantee shall not be liable to
               indemnify any person of any settlement of any such action
               effected without the consent of the Warrantee.

        (c)    The indemnity provisions of this Section 8 shall be in addition
               to any liability the indemnitor may otherwise have.

9.      OFFICER'S CERTIFICATE.
        Whenever the number or kind of the securities purchasable upon exercise
of this Warrant shall be adjusted as required by the provisions of Section 7,
above, the Corporation shall forthwith file with its Secretary or Assistant
Secretary at its principal office an officer's certificate showing the adjusted
number and/or kind of securities purchasable upon exercise of this Warrant
determined as herein provided and setting forth in reasonable detail such facts
as shall be necessary to show the reason for and the manner of computing such
adjustments. Each such officer's certificate shall be made available at all
reasonable times for inspection by the Warrantee and the Corporation shall,
forthwith after each adjustment, mail by certified mail a copy of such
certificate to the Warrantee.

10.     NOTICES TO WARRANTEE.
        So long as this Warrant shall be outstanding, if the Corporation shall
propose to take any action that would cause an adjustment to be made pursuant to
Section 7, the Corporation shall mail by certified mail or recognized overnight
courier, in all cases with written proof of receipt required, to the Warrantee,
before, or not later than 15 days after, the date on which such adjustment would
become effective, a notice setting forth in reasonable detail the action so
taken.

11.     NOTICE.
        Any notice or other communication required or permitted to be given
hereunder shall be in writing and shall be mailed by certified mail, return

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<PAGE>


receipt requested, or delivered by recognized overnight courier, in all cases
with written proof of receipt requested, if to the Warrantee, at:



                                            Terry Byrne
                                            466 Cote St. Antoine Road
                                            Westmount, QC, Canada  H3Y 2J9


and if to the Corporation, at:

                                            SATX, Inc.
                                            4710 Eisenhower Blvd, Suite E-1
                                            Tampa, FL 33634
                                            Attn: Merrit Jensen.
                                                  President

with a copy to:                             Frohling Hudak & Pellegrino, LLC.
                                            425 Eagle Rock Avenue
                                            Roseland, NJ  07068
                                            Attn:  Linda Pellegrino, Esq.

or such other address as a party shall so notify the other party in writing. Any
notice or other communication given hereunder shall be deemed given at the time
of receipt thereof.

12.     GENERAL.
        13.1 Any masculine personal pronoun shall be considered to mean the
corresponding feminine or neuter personal pronoun, as the context requires.

        13.2 This Agreement shall be governed by and construed in accordance
with the laws of the State of Delaware, United States of America.

        13.3 All sections or captions contained in this Agreement are for
convenience only and shall not be deemed part of the context nor effect the
interpretation of this Agreement.

        13.4 In computing any period of time pursuant to this Agreement, the day
of the act, event of default from which the designated period of time begins to
run shall be included, unless it is a Saturday, Sunday, or a legal holiday, in
which event the period to run on the next day which is not a Saturday, Sunday,
or a legal holiday, in which event the period shall run until the end of the
next day thereafter which is not a Saturday, Sunday, or a legal holiday.

        13.5 This Agreement or any section thereof shall not be construed
against any party due to the fact that said Agreement or any section thereof was
drafted by said party.

        13.6 The parties hereto shall execute and deliver all documents, provide
information and take to forbear from all such action as may be necessary or
appropriate to achieve the purposes of the Agreement.

        13.7 Nothing herein shall be construed to be to benefit of any third
party, nor is it intended that any provision shall be for the benefit of any
third party.

        13.8 The provisions of this Warrant shall be binding upon and inure to
the benefit of (i) the parties hereto, (ii) the successors and assigns of the
Corporation, (iii) provided however, that this Warrant shall be deemed personal
to the Warrantee and may not be assigned by it without the consent of the
Corporation.

Dated:_______________                              SATX, INC.



                                                   By:______________________
                                                      PRESIDENT

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