EXHIBIT 10.5


     THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 OR THE LAWS OF ANY STATE, AND MAY
NOT BE SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED IN
THE ABSENCE OF SUCH REGISTRATION AND QUALIFICATION WITHOUT AN
OPINION OF LEGAL COUNSEL ACCEPTABLE TO THE CORPORATION THAT SUCH
REGISTRATION AND QUALIFICATION ARE NOT REQUIRED.


                      STRATEGIA CORPORATION

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                      STOCK PURCHASE WARRANT

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I.   Grant.

     Strategia Corporation, a Kentucky corporation (the
"Corporation"), for value received hereby grants to
________________, or his registered assigns (the "Holder") under
the terms herein, and subject to future dilution, the right to
purchase __________ Shares (the "Shares") of the Corporation's
common stock ("Common Stock") for $3.75 per Share (the "Purchase
Price").

II.  Expiration.

     The right to exercise this Warrant shall expire on September
30, 2001.

III. Exercise Procedure.

     This Warrant may be exercised in whole or in part in
increments of at least 1,000 Shares by presenting it and tendering
the Purchase Price in legal tender or by bank cashier's or
certified check for the number of Shares purchased at the principal
office of the Corporation along with a written subscription
substantially in the form of Appendix A attached hereto.

     The Corporation shall promptly issue and deliver at its
expense (including the payment of issue taxes) the proper number of
Shares, and such Shares shall be deemed issued for all purposes as
of the opening of business on the date on which this Warrant is
exercised (the "Exercise Date") notwithstanding any delay in the
actual issuance.

IV.  Adjustments in Certain Events.

     The number, class, and price of securities for which this
Warrant may be exercised are subject to adjustment from time to
time upon the happening of certain events as follows:

     (a)  If the outstanding shares of the Corporation's Common
Stock are divided into a greater number of Shares or a dividend in
stock is paid on the Common Stock, the number of Shares obtainable
on exercise of the Warrants shall be proportionately increased and
the Purchase Price in effect immediately prior to such subdivision
or at the record date of such dividend shall, simultaneously with
the effectiveness of such subdivision or immediately after the
record date of such dividend, be proportionately reduced; and,
conversely, if the outstanding shares of Common Stock are combined
into a smaller number of shares of Common Stock, the number of
Shares obtainable upon exercise of the Warrants shall be
proportionately reduced and the Purchase Price in effect
immediately prior to such combination shall, simultaneously with
the effectiveness of such combination, be proportionately
increased.  The increases and reductions provided for in this
subsection IV(a) shall be made with the intent and, as nearly as
practicable, with the effect that neither the percentage of the
total equity of the Corporation obtainable on exercise of the
Warrants nor the price payable for such percentage upon such
exercise shall be affected by any event described in this
subsection IV(a).

     (b)  No adjustment of the Purchase Price will be made if the
amount of the adjustment is less than one cent per share, but in
that case any adjustment that would otherwise be required to be
made will be carried forward and will be made at the time of and
together with the next adjustment of the Purchase Price which,
together with any adjustment carried forward, amounts to one cent
per share or more.

     (c)  In case of any change in the Common Stock of the
Corporation through merger, share exchange, reclassification,
reorganization, partial or complete liquidation, or other similar
change in the capital structure of the Corporation (not including
the issuance of additional shares of Common Stock by the
Corporation other than by stock split or stock dividend), then, as
a condition of the change in the capital structure of the
Corporation, lawful and adequate provision shall be made so that
the Holder will have the right thereafter to receive upon the
exercise of the Warrants the kind and amount of shares of stock or
other securities or property to which he would have been entitled
if, immediately prior to such merger, share exchange,
reclassification, reorganization, recapitalization, or other change
in the capital structure, he had held the number of Shares
obtainable upon the exercise of the Warrants.  In any such case,
appropriate adjustment shall be made in the application of the
provisions set forth herein with respect to the rights and interest
thereafter of the Holder, to the end that the provisions set forth
herein shall thereafter be applicable, as nearly as reasonably may
be, in relation to any shares of stock or other property thereafter
deliverable upon the exercise of the Warrants.  The Corporation
will not permit any change in its capital structure to occur unless
the issuer of the shares of stock or other securities to be
received by the Holder of this Warrant Certificate, if not the
Corporation, agrees to be bound by and comply with the provisions
of this Warrant Certificate.  If any change in capital structure to
which this subsection IV(c) applies involves an election on the
part of the Corporation's securities holders which would have been
made by the Holder if, immediately prior to the record date with
respect to such election, the Holder exercised the Warrants in
full, then Holder shall, on or before the election date, make an
election as if he had exercised the Warrants in full and the
Warrants shall thereafter be exercisable to purchase the securities
or other property which the Holder would have received had he
exercised the Warrants immediately prior to the record date with
respect to the change in capital structure and made the same
election.

     (d)  When any adjustment is required to be made in the number
of Shares, other securities, or the property purchasable upon
exercise of the Warrants, the Corporation shall promptly determine
the new number of shares or other securities or property
purchasable upon exercise of the warrants and (i) prepare and
retain on file a statement describing in reasonable detail the
method used in arriving at the new number of shares or other
securities or property purchasable upon exercise of the Warrants
and (ii) cause a copy of such statement to be mailed to Holders
within thirty (30) days after the date when the event giving rise
to the adjustment occurred.

     (e)  No fractional shares of Common Stock or other securities
will be issued in connection with the exercise of any Warrants, but
the Corporation shall pay, in lieu of fractional shares, a cash
payment therefor on the basis of the mean between the high bid and
low asked prices in the over-the-counter market or the closing
price on a national securities exchange on the day immediately
prior to exercise.

     (f)  If preferred securities of the Corporation or securities
of any subsidiary of the Corporation are distributed pro rata to
holders of any or all of the Corporation's securities, such number
of securities shall be distributed to the Holder or his assignee
upon exercise of his rights hereunder as such Holder or assignee
would have been entitled to if this Warrant Certificate had been
exercised prior to such distribution.  The provisions with respect
to adjustment of the Corporation's Common Stock provided in this
section IV shall also apply to the preferred securities and
securities of any subsidiary to which the Holder or his assignee
shall be entitled under this subsection IV(f).

     (g)  Notwithstanding anything herein to the contrary, there
shall be no adjustment made hereunder on account of the sale and
issuance of the Shares or other securities purchasable upon
exercise of the Warrants.

V.   Reservation of Shares.

     The Corporation agrees that the number of shares of Common
Stock or other securities sufficient to provide for the exercise of
the Warrants upon the basis set forth above shall at all times
during the term of the Warrants be reserved for exercise.

VI.  Redemption of Warrants.

     (a)  The Warrants outstanding at the time of a redemption may
be redeemed at the option of the Corporation, in whole or in part
on a pro-rata basis, at any time on or after April 1, 1997 if, at
the time notice of such redemption is given by the Corporation as
provided in Paragraph B, below, the Daily Price has exceeded $7.50
for the ten consecutive trading days immediately preceding the date
of such notice, at a price equal to $0.25 per share of Common Stock
issuable upon the exercise of the Warrant (the "Redemption Price"). 
For the purpose of the foregoing sentence, the term "Daily Price"
shall mean, for any relevant day, the closing bid price on that day
as reported by the principal exchange or quotation system on which
prices for the Common Stock are reported.  On the redemption date
the holders of record of redeemed Warrants shall be entitled to
payment of the Redemption Price upon surrender of such redeemed
Warrants to the Corporation at its principal in Louisville,
Kentucky.

     (b)  Notice of redemption of Warrants shall be given at least
30 days prior to the redemption date by mailing, by registered or
certified mail, return receipt requested, a copy of such notice to
all of the holders of record of Warrants at their respective
addresses appearing on the books or transfer records of the
Corporation or such other address designated in writing by the
holder of record to the Corporation not less than 40 days prior to
the redemption date.

     (c)  From and after the redemption date, all rights of the
Warrantholders (except the right to receive the Redemption Price)
shall terminate.  No later than five (5) business days after the
surrender of the Warrants on or after the redemption date, the
Corporation shall pay the Redemption Price to the holder of record
of the redeemed and surrendered Warrant.

     (d)  If the Corporation fails to pay the Redemption Price as
provided above, the holder of any Warrants called for redemption
may at the option of the holder (a) by notice to the Corporation
declare the notice of redemption a nullity as to such holder, or
(b) maintain an action against the Corporation for the Redemption
Price.  If the holder brings such an action, the Corporation will
pay reasonable attorneys' fees of the holder.  If the holder fails
to bring an action against the Corporation for the Redemption Price
within 60 days after the redemption date, the holder shall be
deemed to have elected to declare the notice of redemption to be a
nullity as to such holder and such notice shall be without any
force or effect as to such holder.  Except as otherwise
specifically provided in this Paragraph VI(d), a notice of
redemption, once mailed by the Corporation as provided in Paragraph
VI(b) shall be irrevocable.

VII. Sale of Warrant or Shares.

     (a)  The Holder shall not, without the prior written consent
of Corporation, directly or indirectly,  offer, sell, contract to
sell, grant any option for the sale of, or otherwise dispose of or
transfer any Warrants or shares of Common Stock exercisable upon
the exercise of Warrants until the earlier to occur of (i) the
first anniversary of the date of this Warrant, or (ii) the Daily
Price shall have been at least $10.00 for ten consecutive trading
days.

     (b)  Neither this Warrant nor the Shares have been registered
under the Securities Act of 1933, as amended (the Act ), or under
the securities laws of any state.  Neither this Warrant nor the
Shares when issued may be sold, transferred, pledged or
hypothecated in the absence of (i) an effective registration
statement for this Warrant or the Shares, as the case may be, under
the Act and such registration or qualification as may be necessary
under the securities laws of any state, or (ii) an opinion of
counsel reasonably satisfactory to the Corporation that such
registration or qualification is not required.  The Corporation
shall cause a certificate or certificates evidencing all or any of
the Shares issued upon exercise of the rights herein prior to said
registration and qualification of such shares to bear the following
legend:

          The shares evidenced by this certificate have
          been acquired for investment and have not been
          registered under the Securities Act of 1933 as
          amended (the "Act"), or any state securities
          laws.  The shares may not be sold,
          transferred, pledged or hypothecated or
          otherwise disposed of in the absence of an
          effective registration statement or an opinion
          of counsel reasonably satisfactory to the
          Corporation that the transaction would not be
          in violation of the Act or any applicable
          state securities law.

VIII.      Transfer.

     This Warrant shall be registered on the books of the
Corporation which shall be kept at its principal office for that
purpose, and shall be transferable in whole or in part but only on
such books by the Holder in person or by the Holder's duly
authorized attorney with written notice substantially in the form
of Appendix B attached hereto, and only in compliance with the pre-
ceding paragraph.  The Corporation may issue appropriate stop
orders to its transfer agent to prevent a transfer in violation of
the preceding paragraph.

IX.  Replacement of Warrant.

     At the request of the Holder and on production of evidence
reasonably satisfactory to the Corporation of the loss, theft,
destruction or mutilation of this Warrant and (in the case of loss,
theft, or destruction) if required by the Corporation, upon
delivery of an indemnity agreement with a surety in such reasonable
amount as the Corporation may determine, the Corporation, at its
expense, will issue a new Warrant of like tenor in lieu thereof.

X.   Investment Covenant.

     The Holder by its acceptance hereof covenants that this
Warrant is, and any Shares issued hereunder will be, acquired for
investment purposes, and that the Holder will not distribute the
same in violation of any state or federal law or regulation.

XI.  Notice.

     Any notices required or permitted to be given hereunder shall
be in writing and may be serviced personally or by mail; and if
serviced shall be addressed as follows:

If to the Corporation:

10301 Linn Station Road
P.O. Box 37144
Louisville, Kentucky 40232-7144
Attention: President

If to the Holder:

[at the address furnished by the 
Holder to the Company 
for the purpose of notice.]

     Any notice so given by mail shall be deemed effectively given
48 hours after mailing when deposited in the United States mail,
registered or certified mail, return receipt requested, postage
prepaid and addressed as specified above.  Any party may by written
notice to the other specify a different address for notice
purposes.

XII.      Applicable Law.

          This Warrant shall be construed according to the laws of
the Commonwealth of Kentucky.  

     IN WITNESS WHEREOF, the Corporation has caused this Warrant to
be signed on its behalf, in its corporate name, by its President,
and its corporate seal to be hereunto affixed and the said seal to
be attested by its Secretary, as of this ____ day of September,
1996.


ATTEST:                            STRATEGIA CORPORATION



By: ________________________       By:_________________________
     Secretary                     President





Appendix A

IRREVOCABLE SUBSCRIPTION

To:  STRATEGIA CORPORATION
     Louisville, Kentucky

Gentlemen:

The undersigned hereby elects to exercise his right under the
attached Warrant by purchasing                        shares of the
common stock of your company, and hereby irrevocably subscribes to
such issue.  The certificates for such shares shall be issued in
the name of 

_________________________________________________________________
(Name)

_________________________________________________________________
(Address)

_________________________________________________________________
(Taxpayer Number)

and delivered to

__________________________________________________________________
(Name)

_________________________________________________________________
(Address)

The exercise price of $__________________________is enclosed.

Date:_______________________________

Signed: ____________________________

__________________________________________________________________
(Address)

____________________________________
(Signature)


Appendix B

ASSIGNMENT

for value received _________________ hereby assigns to

_________________________________________________________________
(Name)

__________________________________________________________________
(Address)

________________________the attached Warrant together with all
right, title and interest therein, and does hereby irrevocably
appoint _________________________________________________________
attorney to transfer said Warrant on the books of Strategia
Corporation, with full power of substitution in the premises.

Done this _____ day of ______________, _____.

Signed: _________________________________

By:______________________________________

Its:_____________________________________