Exhibit 4.2

                         HOSP-ITALIA INDUSTRIES, INC.


Warrant Number ________                            Number of Warrants  _________

           CERTIFICATE FOR REDEEMABLE COMMON STOCK PURCHASE WARRANTS

This Warrant Certificate certifies that:
________________________________________________________________________________
or registered  assigns (the "Warrant  Holder"),  is the registered  owner of the
above-indicated  number of Warrants  EXPIRING ON JUNE 30, 2006 (the  "Expiration
Date").  Each one (1) Warrant  entitles  the Warrant  Holder to purchase one (1)
share  of  its  common  Stock,   $.001  par  value  ("Share")  from  Hosp-Italia
Industries,  Inc., a Nevada corporation (the "Company"),  at a purchase price of
$2.00 per share of Common Stock (the "Exercise Price") at any time commencing on
the effective date of this Warrant Certificate and terminating on the Expiration
date  (the  "Exercise  Period"),  upon  surrender  of this  Warrant  Certificate
together with an exercise  form duly  completed and executed and with payment of
the Exercise Price at the office of the Company  stated  herein,  subject to the
conditions set forth herein and in a Warrant  Agreement  between the Company and
the Warrant Agent, if any.

The  Exercise  Price,  the number of shares  purchasable  upon  exercise of each
Warrant,  the number of Warrants outstanding and the Expiration Date are subject
to  adjustments  upon the occurrence of certain  events.  The Warrant Holder may
exercise  all or any  number  of  Warrants.  Reference  is  made  hereby  to the
provisions of the Warrant  Agreement,  if any, all of which are  incorporated by
reference in and made a part of this Warrant Certificate.

Upon due presentation for transfer of this Warrant  Certificate at the Company's
office,  a new Warrant  Certificate  or Warrant  Certificates  of like tenor and
evidencing  in  the  aggregate  a  like  number  of  Warrants,  subject  to  any
adjustments made in accordance with the provisions of the Warrant Agreement,  if
any, shall be issued to the transferee in exchange for this Warrant Certificate,
subject to the  limitations  provided in the  Warrant  Agreement,  if any,  upon
payment of the Warrant  Agent's fee, if any,  which shall not exceed  $20.00 per
Warrant  Certificate  plus any tax or governmental  charge imposed in connection
with such transfer.

The Warrant Holder of the Warrants evidenced by this Warrant Certificate may
exercise all or any whole number of such Warrants during the period and in the
manner stated hereon. The Exercise Price shall be payable in lawful money of the
United States of America and in cash or by certified or bank cashier's check or
bank draft payable to the order of the Company. If upon exercise of any Warrants
evidenced by this Warrant Certificate the number of Warrants exercised shall be
less than the total number of Warrants so evidenced, there shall be issued to
the Warrant Holder a new Warrant Certificate evidencing the number of Warrants
not so exercised. No fractional shares may be purchased hereunder.

The issuance of this Warrant is subject to the following conditions:

         1.  Reclassification,  etc.: If at any time, or from time to time prior
to the Expiration  Date, the company,  by subdivision,  consolidation,  or stock
splits,  or  reclassification  of shares,  or otherwise,  changes as a whole the
outstanding  Common Stock into a different number of or class of shares or both,
the number and class of shares so changed shall, for the purpose of this Warrant
and the terms and conditions hereof, replace the shares outstanding  immediately
prior to the date upon which such change  shall become  effective,  and shall be
proportionately  adjusted.  Irrespective  of any  adjustment  or  change  in the
Warrant  purchase  price or the  number  of  shares  of  Common  Stock  actually
purchasable  under this or any other Stock Purchase  Warrant of like tenor,  the
Warrants  theretofore and thereafter  issued may continue to express the Warrant
purchase price per share and the number of shares purchasable  thereunder as the
Warrant  purchase  price  per share and the  number of shares  purchasable  were
expressed upon the Stock Purchase Warrants initially issued.

         2.  Consolidation  or Merger:  If at any time  prior to the  Expiration
Date, the Company shall  consolidate with or merge into another  corporation the
Holder hereof shall  thereafter  be entitled  upon exercise  hereof to purchase,
with respect to each share of Common  Stock  purchasable  hereunder  immediately
prior to the date upon whih such consolidation or

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merger shall become  effective,  the securities or property to which a holder of
shares of Common  Stock would be  entitled  upon such  consolidation  or merger,
without any change in, or payment in addition to the Warrant  exercise  price in
effect immediately prior to such merger or consolidation,  and the company shall
take  such  steps in  connection  with  such  consolidation  or merger as may be
necessary to assure that all of the provisions of this Warrant shall  thereafter
be applicable,  as nearly as reasonably may be, in relation to any securities or
property thereafter  deliverable upon the exercise of this Warrant.  The Company
shall not affect any such consolidation or a merger unless prior to consummation
thereof  the  successor  corporation  (if  other  than  the  Company)  resulting
therefrom  shall  assume  by  written  agreement  executed  and  mailed  to  the
registered  holder  hereof at the address of such holder  shown on the books and
records of the company, the obligations to deliver to such holder any securities
or property as in accordance with the foregoing  provisions such holder shall be
entitled to purchase.  A sale of all or  substantially  all of the assets of the
company  for  a  consideration   (apart  from  the  assumption  of  obligations)
consisting primarily of securities shall be deemed a consolidation or merger for
the foregoing purposes.

         3. Notice of Adjustment:  Upon the happening of any event  requiring an
adjustment of the Warrant purchase price hereunder,  the Company shall forthwith
give written notice thereof to the  registered  holder of this Warrant,  stating
the adjusted  Warrant purchase price and the adjusted number of shares of Common
Stock purchasable upon the exercise hereof resulting from such event and setting
forth in reasonable  detail the method of  calculation  and the facts upon which
such calculation is based. The Board of Directors of the company shall determine
the computation  made hereunder.  In the event that any voluntary or involuntary
dissolution,  liquidation,  or  winding  up of the  company  shall at anytime be
proposed,  the company shall give at least twenty (20) days prior written notice
thereof to the  registered  holder stating the date as of which such event is to
take place and the date (which  shall be at least  twenty (20) days after giving
of such  notice)  as of which the  holders  of shares of Common  Stock of record
shall be  entitled  to  exchange  their  Common  Stock for  securities  or other
property deliverable upon such dissolution, liquidation, or winding up (on which
date in the event of such dissolution, liquidation, or winding up shall actually
take place,  this Warrant and rights with respect hereto shall  terminate).  The
notices pursuant to this paragraph shall be given first class mail, postage pre-
paid,  addressed to the registered holder of this Warrant at the address of such
Holder appearing in the records of the company.

         4.  Redemption By the Company:  Upon approval of any such redemption by
the Company's  Board of Directors,  the Company may, at its sole option,  at any
time after June 30, 2003 redeem the Warrants  evidenced by this Certificate at a
price of $.25 per  Warrant,  on not less than  thirty  (30) days  prior  written
notice to the  Warrant  Holders.  Warrants  may be  exercised  until  6:00 p.m.,
Eastern Time,  on the day prior to the date fixed for  redemption by the Company
(the  "Redemption  Date")  which date shall be clearly  stated in the  Company's
notice of redemption.  No Warrant may be exercised after 5:00 p.m.  Eastern Time
on the  Expiration  Date and any Warrant not exercised by such time shall expire
and become void, unless theretofore extended by the Company.

Except as otherwise  provided herein,  the Warrant evidenced by this Certificate
does not confer  upon the  Warrant  Holder any right to vote or to consent to or
receive  notice as a  shareholder  of the  Company,  as such,  in respect of any
matters whatsoever,  or any other rights or liabilities as a shareholder,  prior
to the exercise hereof.

No notice or any  communication  hereunder  shall be  effective  unless it is in
writing and sent by first class mail, postage prepaid to the Company at 99 Derby
Street; Suite 200, Hingham, MA 02043 or such other address which the Company has
designated in writing addressed to the Warrant Holder.

IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be signed
by its President and Secretary on this ___ day of __________, 2003.

                                         Hosp-Italia Industries, Inc.

                                         President

ATTEST:

Secretary