<PAGE>

                                                                     EXHIBIT 4.2

NEITHER THE SECURITIES REPRESENTED BY THIS WARRANT NOR THE SECURITIES ISSUABLE
UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR THE SECURITIES LAWS OF ANY STATE; THEREFORE, THIS WARRANT AND THE
SECURITIES ISSUABLE UPON EXERCISE HEREOF, IF ANY, MAY NOT BE SOLD OR TRANSFERRED
EXCEPT UPON SUCH REGISTRATION OR UPON DELIVERY TO THE CORPORATION OF AN OPINION
OF COUNSEL OR OTHER EVIDENCE SATISFACTORY TO THE CORPORATION THAT REGISTRATION
IS NOT REQUIRED FOR SUCH SALE OR TRANSFER.


                         CLASS "B" - WARRANT CERTIFICATE

                               FOR THE PURCHASE OF

                         500,000 SHARES OF COMMON STOCK

                                       OF

              THE ROSE GROUP CORPORATION OF NEVADA (THE "COMPANY")

                           1748 INDEPENDENCE BOULEVARD
                             SARASOTA, FLORIDA 34234

1.    CLASS "B" WARRANT.

      THIS CERTIFIES THAT, IN CONSIDERATION OF $500.00 AND OTHER GOOD AND
VALUABLE CONSIDERATION, DULY PAID BY OR ON BEHALF OF CONSULTING & STRATEGY
INTERNATIONAL LLC, 5433 WESTHEIMER, HOUSTON, TEXAS, 77056 (THE "HOLDER"), AS
REGISTERED OWNER OF THIS CLASS "B" WARRANT CERTIFICATE ("WARRANT"), THE HOLDER
IS ENTITLED, AT ANY TIME OR FROM TIME TO TIME AT OR AFTER THE SIXTY-FIFTH (65TH)
DAY AFTER THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION TO REGISTER THE SHARES OF COMMON STOCK (AS DEFINED BELOW) UNDERLYING
THIS WARRANT (THE "REGISTRATION STATEMENT") IS EFFECTIVE ("EXERCISE DATE"), AND
AT OR BEFORE 5:00 P.M., EASTERN TIME ON THE ONE HUNDRED AND TWENTIETH (120TH)
DAY AFTER THE REGISTRATION STATEMENT IS EFFECTIVE ("EXPIRATION DATE"), BUT NOT
THEREAFTER, TO SUBSCRIBE FOR, PURCHASE AND RECEIVE, IN WHOLE OR IN PART, UP TO
FIVE HUNDRED THOUSAND (500,000) SHARES OF COMMON STOCK OF THE COMPANY, $.001 PAR
VALUE PER SHARE ("COMMON STOCK"). IF THE EXPIRATION DATE IS A DAY ON WHICH
BANKING INSTITUTIONS ARE AUTHORIZED BY LAW TO CLOSE, THEN THIS WARRANT MAY BE
EXERCISED ON THE NEXT SUCCEEDING DAY WHICH IS NOT SUCH A DAY IN ACCORDANCE WITH
THE TERMS HEREIN. DURING THE PERIOD ENDING ON THE EXPIRATION DATE, THE COMPANY
AGREES NOT TO TAKE ANY ACTION THAT WOULD TERMINATE THE WARRANT. THIS WARRANT IS
EXERCISABLE AT $.50 (FIFTY CENTS) PER SHARE; PROVIDED, HOWEVER, THAT UPON THE
OCCURRENCE OF ANY OF THE EVENTS SPECIFIED IN SECTION 6 HEREOF, THE RIGHTS
GRANTED BY THIS WARRANT, INCLUDING THE NUMBER OF SHARES OF COMMON STOCK TO BE
RECEIVED UPON SUCH EXERCISE, SHALL BE ADJUSTED AS THEREIN SPECIFIED. THE TERM
"EXERCISE PRICE" SHALL MEAN THE INITIAL EXERCISE PRICE OR THE ADJUSTED EXERCISE
PRICE, DEPENDING ON THE CONTEXT, OF A SHARE OF COMMON STOCK. THE TERM
"SECURITIES" SHALL MEAN THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF
THIS WARRANT.

2.    EXERCISE.

      2.1  EXERCISE FORM. IN ORDER TO EXERCISE THIS WARRANT, THE EXERCISE FORM
ATTACHED HERETO MUST BE DULY EXECUTED AND COMPLETED AND DELIVERED TO THE COMPANY
ON OR BEFORE 5:00 P.M. EASTERN TIME ON ANY BUSINESS DAY ON OR PRIOR TO THE
EXPIRATION DATE, TOGETHER WITH THE SURRENDER OF THIS WARRANT AND PAYMENT OF THE
EXERCISE PRICE FOR THE SECURITIES BEING PURCHASED. IF THE SUBSCRIPTION RIGHTS
REPRESENTED HEREBY SHALL NOT BE EXERCISED AT OR BEFORE 5:00 P.M., EASTERN TIME,
ON THE EXPIRATION DATE, THIS WARRANT SHALL BECOME AND BE VOID WITHOUT FURTHER
FORCE OR EFFECT, AND ALL RIGHTS REPRESENTED HEREBY SHALL CEASE AND EXPIRE.

                                       1
<PAGE>




      2.2  LEGEND. EACH CERTIFICATE FOR SECURITIES PURCHASED UNDER THIS WARRANT
SHALL BEAR A LEGEND AS FOLLOWS, UNLESS SUCH SECURITIES HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("ACT"):

      "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
      UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("ACT") OR APPLICABLE STATE
      LAW. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE
      TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
      THE ACT OR APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO AN OPINION OF
      COUNSEL SATISFACTORY TO THE COMPANY STATING THAT AN EXEMPTION FROM SUCH
      REGISTRATION IS AVAILABLE FOR SUCH SALE AND TRANSFER."

      2.3  EXERCISE RIGHT.

           2.3.1 EXERCISE IN FULL. THE HOLDER OF THIS WARRANT MAY EXERCISE IT
IN FULL BY SURRENDERING THIS WARRANT, WITH THE FORM OF SUBSCRIPTION AT THE END
HEREOF DULY EXECUTED BY SUCH HOLDER, TO THE COMPANY AT ITS PRINCIPAL OFFICE. THE
SURRENDERED WARRANT SHALL BE ACCOMPANIED BY PAYMENT: IN CASH, BY WIRE TRANSFER
OR BY CERTIFIED OR OFFICIAL BANK CHECK PAYABLE TO THE ORDER OF THE COMPANY, IN
THE AMOUNT OBTAINED BY MULTIPLYING THE NUMBER OF SHARES OF COMMON STOCK SUBJECT
TO THIS WARRANT BY THE EXERCISE PRICE.

           2.3.2 PARTIAL EXERCISE. THIS WARRANT MAY BE EXERCISED IN PART (A
MINIMUM OF 100,000 SHARES UNLESS OTHERWISE MUTUALLY AGREED) BY SURRENDER OF THIS
WARRANT IN THE MANNER AND AT THE PLACE PROVIDED IN THIS SECTION 2.3 FOR THE
AMOUNT OBTAINED BY MULTIPLYING (A) THE NUMBER OF SHARES OF COMMON STOCK THE
HOLDER OF THIS WARRANT CHOOSES TO PURCHASE AS SHALL BE DESIGNATED BY THE HOLDER
IN THE SUBSCRIPTION AT THE END HEREOF BY (B) THE EXERCISE PRICE. ON ANY SUCH
PARTIAL EXERCISE (A MINIMUM OF 100,000 SHARES UNLESS OTHERWISE MUTUALLY AGREED),
SUBJECT TO THE PROVISIONS OF SECTION 2 HEREOF, THE COMPANY AT ITS EXPENSE WILL
FORTHWITH ISSUE AND DELIVER TO OR UPON THE ORDER OF THE HOLDER HEREOF A NEW
WARRANT OR WARRANTS OF LIKE TENOR, IN THE NAME OF THE HOLDER HEREOF OR AS SUCH
HOLDER MAY REQUEST, CALLING IN THE AGGREGATE ON THE FACE OR FACES THEREOF FOR
THE NUMBER OF SHARES OF COMMON STOCK REMAINING SUBJECT TO THIS WARRANT AFTER THE
EXERCISE CONTEMPLATED HEREIN.

           2.3.3 COMPANY ACKNOWLEDGMENT. THE COMPANY WILL, AT THE TIME OF THE
EXERCISE, EXCHANGE OR TRANSFER THIS WARRANT, UPON THE REQUEST OF THE HOLDER
HEREOF ACKNOWLEDGE IN WRITING ITS CONTINUING OBLIGATION TO AFFORD TO SUCH HOLDER
OR TRANSFEREE ANY RIGHTS TO WHICH SUCH HOLDER OR TRANSFEREE SHALL CONTINUE TO BE
ENTITLED AFTER SUCH EXERCISE, EXCHANGE OR TRANSFER IN ACCORDANCE WITH THE
PROVISIONS OF THIS WARRANT, PROVIDED THAT IF THE HOLDER OF THIS WARRANT SHALL
FAIL TO MAKE ANY SUCH REQUEST, SUCH FAILURE SHALL NOT AFFECT THE CONTINUING
OBLIGATION OF THE COMPANY TO AFFORD TO SUCH HOLDER OR TRANSFEREE ANY SUCH
RIGHTS.

           2.3.4 DELIVERY OF STOCK CERTIFICATES, ETC., ON EXERCISE. AS SOON AS
PRACTICABLE AFTER THE EXERCISE OF THIS WARRANT IN FULL OR IN PART, AND IN ANY
EVENT WITHIN 20 DAYS THEREAFTER, THE COMPANY AT ITS EXPENSE (INCLUDING THE
PAYMENT BY IT OF ANY APPLICABLE ISSUE TAXES) WILL CAUSE TO BE ISSUED IN THE NAME
OF AND DELIVERED TO THE HOLDER HEREOF, OR AS SUCH HOLDER (UPON PAYMENT BY SUCH
HOLDER OF ANY APPLICABLE TRANSFER TAXES) MAY DIRECT, A CERTIFICATE OR
CERTIFICATES FOR THE NUMBER OF FULLY PAID AND NON-ASSESSABLE SHARES TO WHICH
SUCH HOLDER SHALL BE ENTITLED ON SUCH EXERCISE, AND ANY FRACTIONAL SHARE TO
WHICH SUCH HOLDER WOULD OTHERWISE BE ENTITLED SHALL BE ELIMINATED PURSUANT TO
SECTION 6.3.

           2.3.5 NOTHING CONTAINED HEREIN SHALL BE CONSTRUED TO CONFER UPON
THE HOLDER ANY OF THE RIGHTS OF A SHAREHOLDER OF THE COMPANY UNTIL AFTER SUCH
WARRANT IS EXERCISED.

3.    TRANSFER.

      3.1  RESTRICTIONS IMPOSED BY THE SECURITIES ACT. THIS WARRANT AND THE
SECURITIES UNDERLYING THIS WARRANT SHALL NOT BE TRANSFERRED UNLESS AND UNTIL (I)
THE COMPANY HAS RECEIVED THE OPINION OF COUNSEL FOR THE HOLDER THAT SUCH
SECURITIES MAY BE TRANSFERRED PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER
THE ACT, AND APPLICABLE STATE LAW, THE AVAILABILITY OF WHICH IS ESTABLISHED TO
THE REASONABLE SATISFACTION OF THE COMPANY, OR (II) A REGISTRATION STATEMENT
RELATING TO SUCH SECURITIES HAS BEEN FILED BY THE COMPANY AND DECLARED EFFECTIVE
BY THE SECURITIES AND EXCHANGE COMMISSION ("SEC") AND COMPLIANCE WITH APPLICABLE
STATE LAW.


                                       2
<PAGE>

4.    NEW WARRANTS TO BE ISSUED.

      4.1  PARTIAL EXERCISE OR TRANSFER. SUBJECT TO THE RESTRICTIONS IN SECTION
3 HEREOF, THIS WARRANT MAY BE EXERCISED OR ASSIGNED IN WHOLE OR IN PART. IN THE
EVENT OF THE EXERCISE OR ASSIGNMENT HEREOF IN PART (A MINIMUM EXERCISE OF
100,000 SHARES UNLESS OTHERWISE MUTUALLY AGREED), UPON SURRENDER OF THIS WARRANT
FOR CANCELLATION, TOGETHER WITH THE DULY EXECUTED EXERCISE OR ASSIGNMENT FORM
AND FUNDS (OR CONVERSION EQUIVALENT) SUFFICIENT TO PAY ANY EXERCISE PRICE AND/OR
TRANSFER TAX, THE COMPANY SHALL CAUSE TO BE DELIVERED TO THE HOLDER WITHOUT
CHARGE A NEW WARRANT OF LIKE TENOR TO THIS WARRANT IN THE NAME OF THE HOLDER
EVIDENCING THE RIGHT OF THE HOLDER TO PURCHASE THE AGGREGATE NUMBER OF SHARES OF
COMMON STOCK AND WARRANTS PURCHASABLE HEREUNDER AS TO WHICH THIS WARRANT HAS NOT
BEEN EXERCISED OR ASSIGNED.

      4.2  LOST CERTIFICATE. UPON RECEIPT BY THE COMPANY OF EVIDENCE
SATISFACTORY TO IT OF THE LOSS, THEFT, DESTRUCTION OR MUTILATION OF THIS WARRANT
AND OF REASONABLY SATISFACTORY INDEMNIFICATION AS REQUIRED BY THE COMPANY'S
TRANSFER AGENT, THE COMPANY SHALL EXECUTE AND DELIVER A NEW WARRANT OF LIKE
TENOR AND DATE. ANY SUCH NEW WARRANT EXECUTED AND DELIVERED AS A RESULT OF SUCH
LOSS, THEFT, MUTILATION OR DESTRUCTION SHALL CONSTITUTE A SUBSTITUTE CONTRACTUAL
OBLIGATION ON THE PART OF THE COMPANY.

5.    REGISTRATION RIGHTS.

      THE HOLDERS OF THIS WARRANT HAVE BEEN GRANTED CERTAIN REGISTRATION RIGHTS.
THE SHARES OF COMMON STOCK UNDERLYING THIS WARRANT SHALL BE REGISTERED WITH THE
SECURITIES AND EXCHANGE COMMISSION ON A REGISTRATION STATEMENT AS SOON AS
PRACTICABLE FROM THE DATE HEREOF, BUT IN NO EVENT LATER THAN JANUARY 16, 2001.
THE HOLDERS SHALL BE ENTITLED TO EXERCISE SUCH REGISTRATION RIGHTS PRIOR TO THE
EXERCISE DATE DEFINED ABOVE.

6.    ADJUSTMENTS

      6.1   ADJUSTMENTS

      IF THE COMPANY SHALL PAY A DIVIDEND IN SHARES OF ITS COMMON SHARES,
SUBDIVIDE (SPLIT) ITS OUTSTANDING SHARES OF COMMON STOCK, COMBINE (REVERSE
SPLIT) ITS OUTSTANDING SHARES OF COMMON STOCK, ISSUE BY RECLASSIFICATION OF ITS
SHARES OF COMMON STOCK ANY SHARES OR OTHER SECURITIES OF THE COMPANY, OR
DISTRIBUTE TO HOLDERS OF ITS COMMON STOCK ANY SECURITIES OF THE COMPANY OR OF
ANOTHER ENTITY, THE NUMBER OF SHARES OF COMMON STOCK OR OTHER SECURITIES THE
HOLDER HEREOF IS ENTITLED TO PURCHASE PURSUANT TO THIS WARRANT IMMEDIATELY PRIOR
THERETO SHALL BE ADJUSTED SO THAT THE HOLDER SHALL BE ENTITLED TO RECEIVE UPON
EXERCISE THE NUMBER OF SHARES OF COMMON STOCK OR OTHER SECURITIES WHICH HE OR
SHE WOULD HAVE OWNED OR WOULD HAVE BEEN ENTITLED TO RECEIVE AFTER THE HAPPENING
OF ANY OF THE EVENTS DESCRIBED ABOVE HAD THIS WARRANT BEEN EXERCISED IMMEDIATELY
PRIOR TO THE HAPPENING OF SUCH EVENT, AND THE EXERCISE PRICE PER SHARE SHALL BE
CORRESPONDINGLY ADJUSTED..

      AN ADJUSTMENT MADE PURSUANT TO THIS SECTION 6 SHALL BECOME EFFECTIVE
IMMEDIATELY AFTER THE RECORD DATE IN THE CASE OF THE STOCK DIVIDEND OR OTHER
DISTRIBUTION AND SHALL BECOME EFFECTIVE IMMEDIATELY AFTER THE EFFECTIVE DATE IN
THE CASE OF A SUBDIVISION, COMBINATION OR RECLASSIFICATION.

      THE HOLDER OF THIS WARRANT SHALL BE ENTITLED TO PARTICIPATE IN ANY
SUBSCRIPTION OR OTHER RIGHTS OFFERING MADE TO HOLDERS OF THE COMPANY'S COMMON
STOCK TO THE EXTENT HE OR SHE WOULD HAVE BEEN ENTITLED HAD THIS WARRANT BEEN
EXERCISED IN THE FULL NUMBER OF SHARES AS TO WHICH THIS WARRANT REMAINS
UNEXERCISED IMMEDIATELY PRIOR TO THE RECORD DATE FOR SUCH RIGHTS OFFERING. IF
THE COMPANY IS CONSOLIDATED OR MERGED WITH OR INTO ANOTHER CORPORATION OR IF ALL
OR SUBSTANTIALLY ALL OF ITS ASSETS ARE CONVEYED TO ANOTHER CORPORATION THIS
WARRANT SHALL THEREAFTER BE EXERCISABLE FOR THE PURCHASE OF THE KIND AND NUMBER
OF SHARES OF STOCK OR OTHER SECURITIES OR PROPERTY, IF ANY, RECEIVABLE UPON SUCH
CONSOLIDATION, MERGER OR CONVEYANCE BY A HOLDER OF THE NUMBER OF SHARES OF
COMMON STOCK OF THE COMPANY WHICH COULD HAVE BEEN PURCHASED ON THE EXERCISE OF
THIS WARRANT IMMEDIATELY PRIOR TO SUCH CONSOLIDATION, MERGER OR CONVEYANCE; AND,
IN ANY SUCH CASE, APPROPRIATE ADJUSTMENT (AS REASONABLY DETERMINED BY THE BOARD
OF DIRECTORS) SHALL BE MADE IN THE APPLICATION OF THE PROVISIONS HEREIN SET
FORTH WITH RESPECT TO THE RIGHTS AND INTERESTS THEREAFTER OF THE HOLDER OF THIS
WARRANT TO THE END THAT THE PROVISIONS SET FORTH


                                       3
<PAGE>

HEREIN (INCLUDING PROVISIONS WITH RESPECT TO CHANGES IN AND OTHER ADJUSTMENTS OF
THE NUMBER OF SHARES OF COMMON STOCK THE HOLDER OF THIS WARRANT IS ENTITLED TO
PURCHASE) SHALL THEREAFTER BY APPLICABLE, AS NEARLY AS POSSIBLE, IN RELATION TO
ANY SHARES OF COMMON STOCK OR OTHER SECURITIES OR OTHER PROPERTY THEREAFTER
DELIVERABLE UPON THE EXERCISE OF THIS WARRANT.

      6.2  CHANGES IN FORM OF WARRANT. THIS FORM OF WARRANT NEED NOT BE CHANGED
BECAUSE OF ANY CHANGE PURSUANT TO THIS SECTION, AND WARRANTS ISSUED AFTER SUCH
CHANGE MAY STATE THE SAME EXERCISE PRICE AND THE SAME NUMBER OF SHARES OF COMMON
STOCK AND WARRANTS AS ARE STATED IN THE WARRANTS INITIALLY ISSUED PURSUANT TO
THIS AGREEMENT. THE ACCEPTANCE BY ANY HOLDER OF THE ISSUANCE OF NEW WARRANTS
REFLECTING A REQUIRED OR PERMISSIVE CHANGE SHALL NOT BE DEEMED TO WAIVE ANY
RIGHTS TO A PRIOR ADJUSTMENT OR THE COMPUTATION THEREOF.

      6.3  FRACTIONAL INTERESTS. THE COMPANY SHALL NOT BE REQUIRED TO ISSUE
CERTIFICATES REPRESENTING FRACTIONS OF SHARES OF COMMON STOCK UPON THE EXERCISE
OF THIS WARRANT.

7.    RESERVATION AND LISTING. THE COMPANY SHALL AT ALL TIMES RESERVE AND KEEP
AVAILABLE OUT OF ITS AUTHORIZED SHARES OF COMMON STOCK, SOLELY FOR THE PURPOSE
OF ISSUANCE UPON EXERCISE OF THIS WARRANT, SUCH NUMBER OF SHARES OF COMMON STOCK
OR OTHER SECURITIES, PROPERTIES OR RIGHTS AS SHALL BE ISSUABLE UPON THE EXERCISE
THEREOF. THE COMPANY COVENANTS AND AGREES THAT, UPON EXERCISE OF THE WARRANTS
AND PAYMENT OF THE EXERCISE PRICE THEREFOR, ALL SHARES OF COMMON STOCK AND OTHER
SECURITIES ISSUABLE UPON SUCH EXERCISE SHALL BE DULY AND VALIDLY ISSUED, FULLY
PAID AND NON-ASSESSABLE AND NOT SUBJECT TO PREEMPTIVE RIGHTS OF ANY STOCKHOLDER.
AS LONG AS THE WARRANTS SHALL BE OUTSTANDING, THE COMPANY SHALL USE ITS BEST
EFFORTS TO CAUSE ALL SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THE
WARRANTS TO BE LISTED (SUBJECT TO OFFICIAL NOTICE OF ISSUANCE) ON ALL SECURITIES
EXCHANGES (OR, IF APPLICABLE ON NASDAQ) ON WHICH THE COMMON STOCK IS THEN LISTED
AND/OR QUOTED.

8.    CERTAIN NOTICE REQUIREMENTS.

      8.1  HOLDER'S RIGHT TO RECEIVE NOTICE. NOTHING HEREIN SHALL BE CONSTRUED
AS CONFERRING UPON THE HOLDER THE RIGHT TO VOTE OR CONSENT OR TO RECEIVE NOTICE
AS A STOCKHOLDER FOR THE ELECTION OF DIRECTORS OR ANY OTHER MATTER, OR AS HAVING
ANY RIGHTS WHATSOEVER AS A STOCKHOLDER OF THE COMPANY. IF, HOWEVER, AT ANY TIME
PRIOR TO THE EXPIRATION OF THE WARRANTS AND THEIR EXERCISE, ANY OF THE EVENTS
DESCRIBED IN SECTION 8.2 SHALL OCCUR, THEN, IN ONE OR MORE OF SAID EVENTS, THE
COMPANY SHALL GIVE WRITTEN NOTICE OF SUCH EVENT AT LEAST FIFTEEN DAYS PRIOR TO
THE DATE FIXED AS A RECORD DATE OR THE DATE OF CLOSING THE TRANSFER BOOKS FOR
THE DETERMINATION OF THE STOCKHOLDERS ENTITLED TO SUCH DIVIDEND, DISTRIBUTION,
CONVERSION OR EXCHANGE OF SECURITIES OR SUBSCRIPTION RIGHTS, OR ENTITLED TO VOTE
ON SUCH PROPOSED DISSOLUTION, LIQUIDATION, WINDING UP OR SALE. SUCH NOTICE SHALL
SPECIFY SUCH RECORD DATE OR THE DATE OF THE CLOSING OF THE TRANSFER BOOKS, AS
THE CASE MAY BE.

      8.2  EVENTS REQUIRING NOTICE. THE COMPANY SHALL BE REQUIRED TO GIVE THE
NOTICE DESCRIBED IN THIS SECTION 8 UPON ONE OR MORE OF THE FOLLOWING EVENTS: (I)
IF THE COMPANY SHALL TAKE A RECORD OF THE HOLDERS OF ITS SHARES OF COMMON STOCK
FOR THE PURPOSE OF ENTITLING THEM TO RECEIVE A DIVIDEND OR DISTRIBUTION, OR (II)
THE COMPANY SHALL OFFER TO ALL THE HOLDERS OF ITS COMMON STOCK ANY ADDITIONAL
SHARES OF CAPITAL STOCK OF THE COMPANY OR SECURITIES CONVERTIBLE INTO OR
EXCHANGEABLE FOR SHARES OF CAPITAL STOCK OF THE COMPANY, OR ANY OPTION, RIGHT OR
WARRANT TO SUBSCRIBE THEREFOR, OR (III) A MERGER OR REORGANIZATION IN WHICH THE
COMPANY IS NOT THE SURVIVING PARTY, OR (IV) A DISSOLUTION, LIQUIDATION OR
WINDING UP OF THE COMPANY (OTHER THAN IN CONNECTION WITH A CONSOLIDATION OR
MERGER) OR A SALE OF ALL OR SUBSTANTIALLY ALL OF ITS PROPERTY, ASSETS AND
BUSINESS SHALL BE PROPOSED.

      8.3  NOTICE OF CHANGE IN EXERCISE PRICE. UPON REQUEST OF THE HOLDER, THE
COMPANY SHALL, PROMPTLY AFTER AN EVENT REQUIRING A CHANGE IN THE EXERCISE PRICE
PURSUANT TO SECTION 6 HEREOF, SEND NOTICE TO THE HOLDER OF SUCH EVENT AND CHANGE
("PRICE NOTICE"). THE PRICE NOTICE SHALL DESCRIBE THE EVENT CAUSING THE CHANGE
AND THE METHOD OF CALCULATING SAME AND SHALL BE CERTIFIED AS BEING TRUE AND
ACCURATE BY THE COMPANY'S PRESIDENT AND CHIEF FINANCIAL OFFICER.


                                       4
<PAGE>

      8.4  TRANSMITTAL OF NOTICES. ALL NOTICES, REQUESTS, CONSENTS AND OTHER
COMMUNICATIONS UNDER THIS WARRANT SHALL BE IN WRITING AND SHALL BE DEEMED TO
HAVE BEEN DULY MADE ON THE DATE OF DELIVERY IF DELIVERED PERSONALLY OR SENT BY
OVERNIGHT COURIER, WITH ACKNOWLEDGMENT OF RECEIPT BY THE PARTY TO WHICH NOTICE
IS GIVEN, OR ON THE THIRD DAY AFTER MAILING IF MAILED TO THE PARTY TO WHOM
NOTICE IS TO BE GIVEN, BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT
REQUESTED, POSTAGE PREPAID AND PROPERLY ADDRESSED AS FOLLOWS: (I) IF TO THE
REGISTERED HOLDER OF THIS WARRANT, TO THE ADDRESS OF SUCH HOLDER AS SHOWN ON THE
BOOKS OF THE COMPANY, OR (II) IF TO THE COMPANY, TO ITS PRINCIPAL EXECUTIVE
OFFICE.

9.    MISCELLANEOUS.

      9.1  HEADINGS. THE HEADINGS CONTAINED HEREIN ARE FOR THE SOLE PURPOSE OF
CONVENIENCE OF REFERENCE, AND SHALL NOT IN ANY WAY LIMIT OR AFFECT THE MEANING
OR INTERPRETATION OF ANY OF THE TERMS OR PROVISIONS OF THIS WARRANT.

      9.2  ENTIRE AGREEMENT. THIS WARRANT (TOGETHER WITH THE OTHER AGREEMENTS
AND DOCUMENTS BEING DELIVERED PURSUANT TO OR IN CONNECTION WITH THIS WARRANT)
CONSTITUTES THE ENTIRE AGREEMENT OF THE PARTIES HERETO WITH RESPECT TO THE
SUBJECT MATTER HEREOF, AND SUPERSEDES ALL PRIOR AGREEMENTS AND UNDERSTANDINGS OF
THE PARTIES, ORAL AND WRITTEN, WITH RESPECT TO THE SUBJECT MATTER HEREOF.

      9.3  BINDING EFFECT. THIS WARRANT SHALL INURE SOLELY TO THE BENEFIT OF AND
SHALL BE BINDING UPON, THE HOLDER AND THE COMPANY AND THEIR RESPECTIVE
SUCCESSORS, LEGAL REPRESENTATIVES AND ASSIGNS, AND NO OTHER PERSON SHALL HAVE OR
BE CONSTRUED TO HAVE ANY LEGAL OR EQUITABLE RIGHT, REMEDY OR CLAIM UNDER OR IN
RESPECT OF OR BY VIRTUE OF THIS WARRANT OR ANY PROVISIONS HEREIN CONTAINED.

      9.4  GOVERNING LAW; SUBMISSION TO JURISDICTION. THIS WARRANT SHALL BE
GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAW OF THE STATE
OF FLORIDA, WITHOUT GIVING EFFECT TO CONFLICT OF LAWS. THE COMPANY HEREBY AGREES
THAT ANY ACTION, PROCEEDING OR CLAIM AGAINST IT ARISING OUT OF, OR RELATING IN
ANY WAY TO THIS WARRANT SHALL BE BROUGHT AND ENFORCED IN THE COURTS OF THE STATE
OF FLORIDA. ANY PROCESS OR SUMMONS TO BE SERVED UPON THE COMPANY MAY BE SERVED
BY TRANSMITTING A COPY THEREOF BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT
REQUESTED, POSTAGE PREPAID, ADDRESSED TO IT AT THE ADDRESS SET FORTH IN SECTION
8 HEREOF. SUCH MAILING SHALL BE DEEMED PERSONAL SERVICE AND SHALL BE LEGAL AND
BINDING UPON THE COMPANY IN ANY ACTION, PROCEEDING OR CLAIM. THE COMPANY AGREES
THAT THE PREVAILING PARTY(IES) IN ANY SUCH ACTION SHALL BE ENTITLED TO RECOVER
FROM THE OTHER PARTY(IES) ALL OF ITS REASOANBLE EXPENSES RELATING TO SUCH ACTION
OR PROCEEDING AND/OR INCURRED IN CONNECTION WITH THE PREPARATION THEREFOR.

      9.5  WAIVER, ETC. THE FAILURE OF THE COMPANY OR THE HOLDER TO AT ANY TIME
ENFORCE ANY OF THE PROVISIONS OF THIS WARRANT SHALL NOT BE DEEMED OR CONSTRUED
TO BE A WAIVER OF ANY SUCH PROVISION, NOR TO IN ANY WAY AFFECT THE VALIDITY OF
THIS WARRANT OR ANY PROVISION HEREOF OR THE RIGHT OF THE COMPANY OR ANY HOLDER
TO THEREAFTER ENFORCE EACH AND EVERY PROVISION OF THIS WARRANT. NO WAIVER OF ANY
BREACH, NON-COMPLIANCE OR NON-FULFILLMENT OF ANY OF THE PROVISIONS OF THIS
WARRANT SHALL BE EFFECTIVE UNLESS SET FORTH IN A WRITTEN INSTRUMENT EXECUTED BY
THE PARTY OR PARTIES AGAINST WHOM OR WHICH ENFORCEMENT OF SUCH WAIVER IS SOUGHT;
AND NO WAIVER OF ANY SUCH BREACH, NON-COMPLIANCE OR NON-FULFILLMENT SHALL BE
CONSTRUED OR DEEMED TO BE A WAIVER OF ANY OTHER OR SUBSEQUENT BREACH,
NON-COMPLIANCE OR NON-FULFILLMENT.

      IN WITNESS WHEREOF, THE COMPANY HAS CAUSED THIS WARRANT TO BE SIGNED BY
ITS DULY AUTHORIZED OFFICER AS OF THE 1ST DAY OF NOVEMBER, 2000.

                                    THE ROSE GROUP CORPORATION OF NEVADA


                                    BY: /S/ SHELDON R. ROSE
                                       ---------------------------------

                                          SHELDON R. ROSE, PRESIDENT



                                       5
<PAGE>



FORM TO BE USED TO EXERCISE WARRANT:


                                 EXERCISE NOTICE
THE ROSE GROUP CORPORATION OF NEVADA
1748 INDEPENDENCE BOULEVARD
SARASOTA, FLORIDA 34234



DATE:  _____________________, 20__

            THE UNDERSIGNED HEREBY ELECTS IRREVOCABLY TO EXERCISE THE WITHIN
WARRANT AND TO PURCHASE ________ SHARES OF COMMON STOCK OF THE ROSE GROUP
CORPORATION OF NEVADA AND HEREBY MAKES PAYMENT OF $____________ (AT THE RATE OF
$.50 (FIFTY CENTS) PER SHARE OF COMMON STOCK) IN PAYMENT OF THE EXERCISE PRICE
PURSUANT THERETO. PLEASE ISSUE THE COMMON STOCK AS TO WHICH THIS WARRANT IS
EXERCISED IN ACCORDANCE WITH THE INSTRUCTIONS GIVEN BELOW.



                                    --------------------------------------
                                    SIGNATURE


PAYMENT IS HEREBY MADE IN:


______  CASH
______  CHECK OR MONEY ORDER
______  WIRE TRANSFER





                                       6
<PAGE>



FORM TO BE USED TO ASSIGN WARRANT:

                                   ASSIGNMENT


            (TO BE EXECUTED BY THE REGISTERED HOLDER TO EFFECT A TRANSFER OF THE
WITHIN WARRANT):

            FOR VALUE RECEIVED, ________________________________ DOES HEREBY
SELL, ASSIGN AND TRANSFER UNTO _________________________________ THE RIGHT TO
PURCHASE _____________________ SHARES OF COMMON STOCK OF THE ROSE GROUP
CORPORATION OF NEVADA ("COMPANY") EVIDENCED BY THE WITHIN WARRANT AND DOES
HEREBY AUTHORIZE THE COMPANY TO TRANSFER SUCH RIGHT ON THE BOOKS OF THE COMPANY.


DATED:____________________, _____



                                               _________________________________
                                               SIGNATURE







                                       7