EXHIBIT 4


THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE COMMON STOCK ISSUABLE UPON
EXERCISE OF THE WARRANTS HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES OR BLUE SKY LAWS OF ANY
STATE AND MAY BE OFFERED AND SOLD ONLY IF REGISTERED AND QUALIFIED PURSUANT TO
RELEVANT PROVISIONS OF FEDERAL AND STATE SECURITIES OR BLUE SKY LAWS OR IF AN
EXEMPTION FROM SUCH REGISTRATION OR QUALIFICATION IS APPLICABLE.



                            HEALTH EXPRESS USA, INC.

               Incorporated Under the Laws of the State of Florida


Warrant # 01- 002                                           38 ,000 Common Stock
          -------                                           Purchase Warrants


                          CERTIFICATE FOR COMMON STOCK
                                PURCHASE WARRANTS


         1. Warrant. This Warrant Certificate certifies that Francorp, Inc. (the
"Registered Holder"), is the registered owner of the above indicated number of
Warrants expiring on the Expiration Date, as hereinafter defined. One (1)
Warrant entitles the Registered Holder to purchase one (1) share of the Common
Stock, $.001 par value (a "Share"), of Health Express USA, Inc., a Florida
corporation (the "Company"), from the Company at a purchase price of Two Dollars
($2.00) per Share (the "Exercise Price") at any time during the Exercise Period,
as hereinafter defined, upon surrender of this Warrant Certificate with the
exercise form hereon duly completed and executed and accompanied by payment of
the Exercise Price at the principal office of the Company.

         Upon due presentment for transfer or exchange of this Warrant
Certificate at the principal office of the Company, a new Warrant Certificate or
Warrant Certificates of like tenor and evidencing in the aggregate a like number
of Warrants shall be issued in exchange for this Warrant Certificate, subject to
the limitations provided herein, upon payment of any tax or governmental charge
imposed in connection with such transfer. Subject to the terms hereof, the
Company shall deliver Warrant Certificates in required whole number
denominations to Registered Holders in connection with any transfer or exchange
permitted hereunder.

         2. Restrictive Legend. Each Warrant Certificate and each certificate
representing Shares issued upon exercise of a Warrant, unless such Shares are
then registered under the Securities Act of 1933, as amended (the "Act"), shall
bear a legend in substantially the following form:


<PAGE>


     "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
     REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
     OR THE SECURITIES OR BLUE SKY LAWS OF ANY STATE AND MAY BE OFFERED AND
     SOLD ONLY IF REGISTERED AND QUALIFIED PURSUANT TO RELEVANT PROVISIONS
     OF FEDERAL AND STATE SECURITIES OR BLUE SKY LAWS OR IF AN EXEMPTION
     FROM SUCH REGISTRATION OR QUALIFICATION IS APPLICABLE."

         3. Exercise. Subject to the terms hereof, the Warrants, evidenced by
this Warrant Certificate, may be exercised at the Exercise Price in whole or in
part at any time during the period (the "Exercise Period") commencing on the
date hereof and terminating at the close of business on July 31, 2006 (the
"Expiration Date").

         A Warrant shall be deemed to have been exercised immediately prior to
the close of business on the date (the "Exercise Date") of the surrender to the
Company at its principal offices of this Warrant Certificate with the exercise
form attached hereto executed by the Registered Holder and accompanied by
payment to the Company, in cash or by official bank or certified check, of an
amount equal to the aggregate Exercise Price, in lawful money of the United
States of America.

         The person entitled to receive the Shares issuable upon exercise of a
Warrant or Warrants ("Warrant Shares") shall be treated for all purposes as the
holder of such Warrant Shares as of the close of business on the Exercise Date.
The Company shall not be obligated to issue any fractional share interests in
Warrant Shares issuable or deliverable on the exercise of any Warrant or scrip
or cash with respect thereto, and such right to a fractional share shall be of
no value whatsoever. If more than one Warrant shall be exercised at one time by
the same Registered Holder, the number of full Shares which shall be issuable on
exercise thereof shall be computed on the basis of the aggregate number of full
shares issuable on such exercise.

         Promptly, and in any event within ten (10) business days after the
Exercise Date, the Company shall cause to be issued and delivered to the person
or persons entitled to receive the same, a certificate or certificates for the
number of Warrant Shares deliverable on such exercise.

         The Company may deem and treat the Registered Holder of the Warrants at
any time as the absolute owner thereof for all purposes, and the Company shall
not be affected by any notice to the contrary. The Warrants shall not entitle
the Registered Holder thereof to any of the rights of shareholders or to any
dividend declared on the Shares unless the Registered Holder shall have
exercised the Warrants and thereby purchased the Warrant Shares prior to the
record date for the determination of holders of Shares entitled to such dividend
or other right.

         4. Redemption of Warrants by Company. The Company shall have the right
and option, upon 20 days prior written notice to each Registered Holder, to
call, redeem and acquire at the redemption price of $.01 per Warrant all of the
Warrants which remain outstanding and unexercised at the date fixed for
redemption (the "Redemption Date"). The Redemption Date shall be no less

<PAGE>

than 20 days after the notice date and the Registered Holders shall have the
right during the period immediately following the date of such notice and prior
to the Redemption Date to exercise the Warrants in accordance with Section 3
hereof.

         5. Reservation of Shares and Payment of Taxes. The Company covenants
that it will at all times reserve and have available from its authorized Common
Stock such number of Shares as shall then be issuable on the exercise of
outstanding Warrants. The Company covenants that all Warrant Shares which shall
be so issuable shall be duly and validly issued, fully paid and nonassessable,
and free from all taxes, liens and charges with respect to the issue thereof.

         The Registered Holder shall pay all documentary stamp or similar taxes
and other government charges that may be imposed with respect to the issuance,
transfer or delivery of any Warrant Shares on exercise of the Warrants. In the
event the Warrant Shares are to be delivered in a name other than the name of
the Registered Holder of the Warrant Certificate, no such delivery shall be made
unless the person requesting the same has paid the amount of any such taxes or
charges incident thereto.

         6. Registration of Transfer. The Warrant Certificates may be
transferred in whole or in part, provided any such transfer complies with all
applicable federal and state securities laws and, if requested by the Company,
the Registered Holder delivers to the Company an opinion of counsel to that
effect, in form and substance reasonably acceptable to the Company and its
counsel. Warrant Certificates to be transferred shall be surrendered to the
Company at its principal office. The Company shall execute, issue and deliver in
exchange therefor the Warrant Certificate or Certificates which the Registered
Holder making the transfer shall be entitled to receive.

         The Company shall keep transfer books at its principal office which
shall register Warrant Certificates and the transfer thereof. On due presentment
of any Warrant Certificate for registration of transfer at such office, the
Company shall execute, issue and deliver to the transferee or transferees a new
Warrant Certificate or Certificates representing an equal aggregate number of
Warrants. All Warrant Certificates presented for registration of transfer or
exercise shall be duly endorsed or be accompanied by a written instrument or
instruments of transfer in form satisfactory to the Company. The Company may
require payment of a sum sufficient to cover any tax or other government charge
that may be imposed in connection therewith.

         All Warrant Certificates so surrendered, or surrendered for exercise,
or for exchange in case of mutilated Warrant Certificates, shall be promptly
canceled by the Company and thereafter retained by the Company until the
Expiration Date. Prior to due presentment for registration of transfer thereof,
the Company may treat the Registered Holder of any Warrant Certificate as the
absolute owner thereof (notwithstanding any notations of ownership or writing
thereon made by anyone other than the Company), and the Company shall not be
affected by any notice to the contrary.

         7. Loss or Mutilation. On receipt by the Company of evidence
satisfactory as to the ownership of and the loss, theft, destruction or
mutilation of this Warrant Certificate, the Company shall execute and deliver,
in lieu thereof, a new Warrant Certificate representing an equal aggregate
number of Warrants. In the case of loss, theft or destruction of any Warrant
Certificate, the individual

<PAGE>

requesting issuance of a new Warrant Certificate shall be required to indemnify
the Company in an amount satisfactory to the Company. In the event a Warrant
Certificate is mutilated, such Warrant Certificate shall be surrendered and
canceled by the Company prior to delivery of a new Warrant Certificate.
Applicants for a new Warrant Certificate shall also comply with such other
regulations and pay such other reasonable charges as the Company may prescribe.

         8. Adjustment of Shares. The number and kind of securities issuable
upon exercise of a Warrant shall be subject to adjustment from time to time upon
the happening of certain events, as follows:

                  (a) Stock Splits, Stock Combinations and Certain Stock
         Dividends. If the Company shall at any time subdivide or combine its
         outstanding Shares, or declare a dividend in Shares or other securities
         of the Company convertible into or exchangeable for Shares, a Warrant
         shall, after such subdivision or combination or after the record date
         for such dividend, be exercisable for that number of Shares and other
         securities of the Company that the Registered Holder would have owned
         immediately after such event with respect to the Shares and other
         securities for which a Warrant may have been exercised immediately
         before such event had the Warrant been exercised immediately before
         such event. Any adjustment under this Section 7 (a) shall become
         effective at the close of business on the date the subdivision,
         combination or dividend becomes effective.

                  (b) Adjustment for Reorganization, Consolidation, Merger. In
         case of any reorganization of the Company (or any other corporation the
         stock or other securities of which are at the time receivable upon
         exercise of a Warrant) or in case the Company (or any such other
         corporation) shall merge into or with or consolidate with another
         corporation or convey all or substantially all of its assets to another
         corporation or enter into a business combination of any form as a
         result of which the Shares or other securities receivable upon exercise
         of a Warrant are converted into other stock or securities of the same
         or another corporation, then and in each such case, the Registered
         Holder of a Warrant, upon exercise of the purchase right at any time
         after the consummation of such reorganization, consolidation, merger,
         conveyance or combination (in each case, a "Sale Transaction"), shall
         be entitled to receive, in lieu of the Shares or other securities to
         which such Registered Holder would have been entitled had he exercised
         the purchase right immediately prior thereto, such stock and securities
         which such Registered Holder would have owned immediately after such
         event with respect to the Shares and other securities for which a
         Warrant may have been exercised immediately before such event had the
         Warrant been exercised immediately prior to such event; provided,
         however, that in the event of a Sale Transaction, the Company shall
         have the right and option on ten (10) days prior notice to the
         Registered Holder to call, redeem and acquire all Warrants which remain
         outstanding and unexercised as of the date fixed for redemption by the
         Company in such notice at a price of $.01 per Warrant, only if the
         value of the Common Stock of the Company following the occurrence of
         the Sale Transaction will equal or exceed $10.00 per share.

         In each case of an adjustment in the Shares or other securities
receivable upon the exercise of a Warrant, the Company shall promptly notify the
Registered Holder of such adjustment. Such

<PAGE>

notice shall set forth the facts upon which such adjustment is based.

         9. Reduction in Exercise Price at Company's Option. The Company's Board
of Directors may, in its sole discretion, reduce the Exercise Price of the
Warrants in effect at any time either for the life of the Warrants or any
shorter period of time determined by the Company's Board of Directors. The
Company shall promptly notify the Registered Holders of any such reduction in
the Exercise Price.

         10. Notices. All notices, demands, elections, or requests (however
characterized or described) required or authorized hereunder shall be deemed
given sufficiently if in writing and sent by registered or certified mail,
return receipt requested and postage prepaid, by a nationally recognized
overnight courier, delivery charges prepaid, or by facsimile or telegram to the
Company, at 275 E. Commercial Blvd., Suite 260, Ft. Lauderdale, Florida 33308,
Attn: Douglas Baker, CEO, and of the Registered Holder, at the address of such
holder as set forth on the books maintained by the Company.

         11. General Provisions. This Warrant Certificate shall be construed and
enforced in accordance with, and governed by, the laws of the State of Florida
and venue for any proceeding arising from or in connection herewith shall be in
the state and federal courts of Florida. Except as otherwise expressly stated
herein, time is of the essence in performing hereunder. The headings of this
Warrant Certificate are for convenience of reference only and shall not limit or
otherwise affect the meaning hereof.

         IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to
be duly executed as of the 31st day of July, 2001.



                                            HEALTH EXPRESS USA, INC.


                                            By: /s/ Douglas Baker
                                               ---------------------------------
                                               Douglas Baker, CEO


<PAGE>


                            HEALTH EXPRESS USA, INC.

     The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM - as tenants in common                      UNIF GIFT MIN ACT
TENANT -  as tenants by the entireties                   Custodian
                                                    -----------------
JR TEN -  as joint tenants with right              (Cust)     (Minor)
             of survivorship and not as            under Uniform Gifts
             tenants in common                     to Minors Act
                                                                ----------------
                                                                    (State)

Additional abbreviations may also be used though not in the above list.


                               FORM OF ASSIGNMENT

                 (To be Executed by the Registered Holder if he
                   Desires to Assign Warrants Evidenced by the
                           Within Warrant Certificate)

FOR VALUE RECEIVED __________________________hereby sells, assigns and transfers
unto _______________________(_______) Warrants, evidenced by the within Warrant
Certificate, and does hereby irrevocably constitute and appoint
_____________________ Attorney to transfer the said Warrants evidenced by the
within Warrant Certificate on the books of the Company, with full power of
substitution.


Dated:
      -----------------------         ------------------------------------------
                                                   Signature

Notice:   The above signature must correspond with the name as written upon the
          face of the Warrant Certificate in every particular, without
          alteration or enlargement or any change whatsoever.


Signature Guaranteed:
                     -----------------------------------------------


SIGNATURE MUST BE GUARANTEED BY A COMMERCIAL BANK OR MEMBER FIRM OF ONE OF THE
FOLLOWING STOCK EXCHANGES: NEW YORK STOCK EXCHANGE, PACIFIC COAST STOCK
EXCHANGE, AMERICAN STOCK EXCHANGE, OR MIDWEST STOCK EXCHANGE.


<PAGE>


                          FORM OF ELECTION TO PURCHASE

            (To be Executed by the Holder if she Desires to Exercise
                 Warrants Evidenced by the Warrant Certificate)

To Health Express USA, Inc.

         The undersigned hereby irrevocably elects to exercise
_________________(_____) Warrants, evidenced by the within Warrant Certificate
for, and to purchase thereunder, _______________________(_______) full shares of
Common Stock issuable upon exercise of said Warrants and delivery of $__________
and any applicable taxes.

     The undersigned requests that certificates for such shares be issued in the
name of:



-------------------------------------------------
(Please print name and address)


-------------------------------------------------


-------------------------------------------------
(Social Security or Tax Identification Number)


         If said number of Warrants shall not be all the Warrants evidenced by
the within Warrant Certificate, the undersigned requests that a new Warrant
Certificate evidencing the Warrants not so exercised by issued in the name of
and delivered to:



-------------------------------------------------
(Please print name and address)


-------------------------------------------------


-------------------------------------------------


                    (SIGNATURES CONTINUED ON FOLLOWING PAGE)



<PAGE>


Dated:                              Signature:
       -----------------                      ----------------------------------



NOTICE:           The above signature must correspond with the name as written
                  upon the face of the within Warrant Certificate in every
                  particular, without alteration or enlargement or any change
                  whatsoever, or if signed by any other person the Form of
                  Assignment hereon must be duly executed and if the certificate
                  representing the shares or any Warrant Certificate
                  representing Warrants not exercised is to be registered in a
                  name other than that in which the within Warrant Certificate
                  is registered, the signature of the holder hereof must be
                  guaranteed.



Signature Guaranteed:
                     -----------------------------------------------------------



SIGNATURE MUST BE GUARANTEED BY A COMMERCIAL BANK OR MEMBER FIRM OF ONE OF THE
FOLLOWING STOCK EXCHANGES: NEW YORK STOCK EXCHANGE, PACIFIC COAST STOCK
EXCHANGE, NASDAQ, AMERICAN STOCK EXCHANGE, OR MIDWEST STOCK EXCHANGE.



<PAGE>



THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE COMMON STOCK ISSUABLE UPON
EXERCISE OF THE WARRANTS HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES OR BLUE SKY LAWS OF ANY
STATE AND MAY BE OFFERED AND SOLD ONLY IF REGISTERED AND QUALIFIED PURSUANT TO
RELEVANT PROVISIONS OF FEDERAL AND STATE SECURITIES OR BLUE SKY LAWS OR IF AN
EXEMPTION FROM SUCH REGISTRATION OR QUALIFICATION IS APPLICABLE.



                            HEALTH EXPRESS USA, INC.

               Incorporated Under the Laws of the State of Florida


Warrant # 01- 001                                         2,000,000 Common Stock
                                                          Purchase Warrants


                          CERTIFICATE FOR COMMON STOCK
                                PURCHASE WARRANTS


         1. Warrant. This Warrant Certificate certifies that Rider Insurance
Company or its registered assigns (the "Registered Holder"), is the registered
owner of the above indicated number of Warrants expiring on the Expiration Date,
as hereinafter defined. One (1) Warrant entitles the Registered Holder to
purchase one (1) share of the Common Stock, $.001 par value (a "Share"), of
Health Express USA, Inc., a Florida corporation (the "Company"), from the
Company at a purchase price of One Dollar ($1.00) per Share (the "Exercise
Price") at any time during the Exercise Period, as hereinafter defined, upon
surrender of this Warrant Certificate with the exercise form hereon duly
completed and executed and accompanied by payment of the Exercise Price at the
principal office of the Company.

         Upon due presentment for transfer or exchange of this Warrant
Certificate at the principal office of the Company, a new Warrant Certificate or
Warrant Certificates of like tenor and evidencing in the aggregate a like number
of Warrants shall be issued in exchange for this Warrant Certificate, subject to
the limitations provided herein, upon payment of any tax or governmental charge
imposed in connection with such transfer. Subject to the terms hereof, the
Company shall deliver Warrant Certificates in required whole number
denominations to Registered Holders in connection with any transfer or exchange
permitted hereunder.

         2. Restrictive Legend. Each Warrant Certificate and each certificate
representing Shares issued upon exercise of a Warrant, unless such Shares are
then registered under the Securities Act of 1933, as amended (the "Act"), shall
bear a legend in substantially the following form:


<PAGE>




         "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
         REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
         OR THE SECURITIES OR BLUE SKY LAWS OF ANY STATE AND MAY BE OFFERED AND
         SOLD ONLY IF REGISTERED AND QUALIFIED PURSUANT TO RELEVANT PROVISIONS
         OF FEDERAL AND STATE SECURITIES OR BLUE SKY LAWS OR IF AN EXEMPTION
         FROM SUCH REGISTRATION OR QUALIFICATION IS APPLICABLE."

         3. Exercise. Subject to the terms hereof, the Warrants, evidenced by
this Warrant Certificate, may be exercised at the Exercise Price in whole or in
part at any time during the period (the "Exercise Period") commencing on the
date hereof and terminating at the close of business on May 2, 2011 (the
"Expiration Date").

         A Warrant shall be deemed to have been exercised immediately prior to
the close of business on the date (the "Exercise Date") of the surrender to the
Company at its principal offices of this Warrant Certificate with the exercise
form attached hereto executed by the Registered Holder and accompanied by
payment to the Company, in cash or by official bank or certified check, of an
amount equal to the aggregate Exercise Price, in lawful money of the United
States of America.

         The person entitled to receive the Shares issuable upon exercise of a
Warrant or Warrants ("Warrant Shares") shall be treated for all purposes as the
holder of such Warrant Shares as of the close of business on the Exercise Date.
The Company shall not be obligated to issue any fractional share interests in
Warrant Shares issuable or deliverable on the exercise of any Warrant or scrip
or cash with respect thereto, and such right to a fractional share shall be of
no value whatsoever. If more than one Warrant shall be exercised at one time by
the same Registered Holder, the number of full Shares which shall be issuable on
exercise thereof shall be computed on the basis of the aggregate number of full
shares issuable on such exercise.

         Promptly, and in any event within ten (10) business days after the
Exercise Date, the Company shall cause to be issued and delivered to the person
or persons entitled to receive the same, a certificate or certificates for the
number of Warrant Shares deliverable on such exercise.

         The Company may deem and treat the Registered Holder of the Warrants at
any time as the absolute owner thereof for all purposes, and the Company shall
not be affected by any notice to the contrary. The Warrants shall not entitle
the Registered Holder thereof to any of the rights of shareholders or to any
dividend declared on the Shares unless the Registered Holder shall have
exercised the Warrants and thereby purchased the Warrant Shares prior to the
record date for the determination of holders of Shares entitled to such dividend
or other right.

         4. Redemption of Warrants by Company. The Company shall have the right
and option, upon 20 days prior written notice to each Registered Holder, to
call, redeem and acquire at the redemption price of $.01 per Warrant all of the
Warrants which remain outstanding and unexercised

<PAGE>

at the date fixed for redemption (the "Redemption Date"). The Redemption Date
shall be no less than 20 days after the notice date and the Registered Holders
shall have the right during the period immediately following the date of such
notice and prior to the Redemption Date to exercise the Warrants in accordance
with Section 3 hereof.

         5. Reservation of Shares and Payment of Taxes. The Company covenants
that it will at all times reserve and have available from its authorized Common
Stock such number of Shares as shall then be issuable on the exercise of
outstanding Warrants. The Company covenants that all Warrant Shares which shall
be so issuable shall be duly and validly issued, fully paid and nonassessable,
and free from all taxes, liens and charges with respect to the issue thereof.

         The Registered Holder shall pay all documentary stamp or similar taxes
and other government charges that may be imposed with respect to the issuance,
transfer or delivery of any Warrant Shares on exercise of the Warrants. In the
event the Warrant Shares are to be delivered in a name other than the name of
the Registered Holder of the Warrant Certificate, no such delivery shall be made
unless the person requesting the same has paid the amount of any such taxes or
charges incident thereto.

         6. Registration of Transfer. The Warrant Certificates may be
transferred in whole or in part, provided any such transfer complies with all
applicable federal and state securities laws and, if requested by the Company,
the Registered Holder delivers to the Company an opinion of counsel to that
effect, in form and substance reasonably acceptable to the Company and its
counsel. Warrant Certificates to be transferred shall be surrendered to the
Company at its principal office. The Company shall execute, issue and deliver in
exchange therefor the Warrant Certificate or Certificates which the Registered
Holder making the transfer shall be entitled to receive.

         The Company shall keep transfer books at its principal office which
shall register Warrant Certificates and the transfer thereof. On due presentment
of any Warrant Certificate for registration of transfer at such office, the
Company shall execute, issue and deliver to the transferee or transferees a new
Warrant Certificate or Certificates representing an equal aggregate number of
Warrants. All Warrant Certificates presented for registration of transfer or
exercise shall be duly endorsed or be accompanied by a written instrument or
instruments of transfer in form satisfactory to the Company. The Company may
require payment of a sum sufficient to cover any tax or other government charge
that may be imposed in connection therewith.

     All Warrant Certificates so surrendered, or surrendered for exercise, or
for exchange in case of mutilated Warrant Certificates, shall be promptly
canceled by the Company and thereafter retained by the Company until the
Expiration Date. Prior to due presentment for registration of transfer thereof,
the Company may treat the Registered Holder of any Warrant Certificate as the
absolute owner thereof (notwithstanding any notations of ownership or writing
thereon made by anyone other than the Company), and the Company shall not be
affected by any notice to the contrary

         7. Loss or Mutilation. On receipt by the Company of evidence
satisfactory as to the ownership of and the loss, theft, destruction or
mutilation of this Warrant Certificate, the Company shall execute and deliver,
in lieu thereof, a new Warrant Certificate representing an equal aggregate

<PAGE>

number of Warrants. In the case of loss, theft or destruction of any Warrant
Certificate, the individual requesting issuance of a new Warrant Certificate
shall be required to indemnify the Company in an amount satisfactory to the
Company. In the event a Warrant Certificate is mutilated, such Warrant
Certificate shall be surrendered and canceled by the Company prior to delivery
of a new Warrant Certificate. Applicants for a new Warrant Certificate shall
also comply with such other regulations and pay such other reasonable charges as
the Company may prescribe.

         8. Adjustment of Shares. The number and kind of securities issuable
upon exercise of a Warrant shall be subject to adjustment from time to time upon
the happening of certain events, as follows:

            (a) Stock Splits, Stock Combinations and Certain Stock Dividends. If
          the Company shall at any time subdivide or combine its outstanding
          Shares, or declare a dividend in Shares or other securities of the
          Company convertible into or exchangeable for Shares, a Warrant shall,
          after such subdivision or combination or after the record date for
          such dividend, be exercisable for that number of Shares and other
          securities of the Company that the Registered Holder would have owned
          immediately after such event with respect to the Shares and other
          securities for which a Warrant may have been exercised immediately
          before such event had the Warrant been exercised immediately before
          such event. Any adjustment under this Section 7 (a) shall become
          effective at the close of business on the date the subdivision,
          combination or dividend becomes effective.

            (b) Adjustment for Reorganization, Consolidation, Merger. In case of
          any reorganization of the Company (or any other corporation the stock
          or other securities of which are at the time receivable upon exercise
          of a Warrant) or in case the Company (or any such other corporation)
          shall merge into or with or consolidate with another corporation or
          convey all or substantially all of its assets to another corporation
          or enter into a business combination of any form as a result of which
          the Shares or other securities receivable upon exercise of a Warrant
          are converted into other stock or securities of the same or another
          corporation, then and in each such case, the Registered Holder of a
          Warrant, upon exercise of the purchase right at any time after the
          consummation of such reorganization, consolidation, merger, conveyance
          or combination (in each case, a "Sale Transaction"), shall be entitled
          to receive, in lieu of the Shares or other securities to which such
          Registered Holder would have been entitled had he exercised the
          purchase right immediately prior thereto, such stock and securities
          which such Registered Holder would have owned immediately after such
          event with respect to the Shares and other securities for which a
          Warrant may have been exercised immediately before such event had the
          Warrant been exercised immediately prior to such event; provided,
          however, that in the event of a Sale Transaction, the Company shall
          have the right and option on ten (10) days prior notice to the
          Registered Holder to call, redeem and acquire all Warrants which
          remain outstanding and unexercised as of the date fixed for redemption
          by the Company in such notice at a price of $.01 per Warrant, only if
          the value of the Common Stock of the Company following the occurrence
          of the Sale Transaction will equal or exceed $10.00 per share.

<PAGE>

         In each case of an adjustment in the Shares or other securities
receivable upon the exercise of a Warrant, the Company shall promptly notify the
Registered Holder of such adjustment. Such notice shall set forth the facts upon
which such adjustment is based.

         9. Reduction in Exercise Price at Company's Option. The Company's Board
of Directors may, in its sole discretion, reduce the Exercise Price of the
Warrants in effect at any time either for the life of the Warrants or any
shorter period of time determined by the Company's Board of Directors. The
Company shall promptly notify the Registered Holders of any such reduction in
the Exercise Price.

         10. Notices. All notices, demands, elections, or requests (however
characterized or described) required or authorized hereunder shall be deemed
given sufficiently if in writing and sent by registered or certified mail,
return receipt requested and postage prepaid, by a nationally recognized
overnight courier, delivery charges prepaid, or by facsimile or telegram to the
Company, at 275 E. Commercial Blvd., Suite 260, Ft. Lauderdale, Florida 33308,
Attn: Douglas Baker, CEO, and of the Registered Holder, at the address of such
holder as set forth on the books maintained by the Company.

         11. General Provisions. This Warrant Certificate shall be construed and
enforced in accordance with, and governed by, the laws of the State of Florida
and venue for any proceeding arising from or in connection herewith shall be in
the state and federal courts of Florida. Except as otherwise expressly stated
herein, time is of the essence in performing hereunder. The headings of this
Warrant Certificate are for convenience of reference only and shall not limit or
otherwise affect the meaning hereof.

         IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to
be duly executed as of the 2nd day of May, 2001.



                                            HEALTH EXPRESS USA, INC.


                                            By:  /s/ Douglas Baker
                                               ---------------------------------
                                                Douglas Baker, CEO


<PAGE>


                            HEALTH EXPRESS USA, INC.

     The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM - as tenants in common                       UNIF GIFT MIN ACT
TENANT -  as tenants by the entireties                    Custodian
                                                     -----------------
JR TEN -  as joint tenants with right               (Cust)     (Minor)
             of survivorship and not as             under Uniform Gifts
             tenants in common                      to Minors Act
                                                                  --------------
                                                                     (State)

Additional abbreviations may also be used though not in the above list.


                               FORM OF ASSIGNMENT

                 (To be Executed by the Registered Holder if he
                   Desires to Assign Warrants Evidenced by the
                           Within Warrant Certificate)

FOR VALUE RECEIVED __________________________ hereby sells, assigns and
transfers unto _____________________________(___________) Warrants, evidenced by
the within Warrant Certificate, and does hereby irrevocably constitute and
appoint _______________________ Attorney to transfer the said Warrants evidenced
by the within Warrant Certificate on the books of the Company, with full power
of substitution.


Dated:
      -----------------------------            ---------------------------------
                                               Signature

Notice:           The above signature must correspond with the name as written
                  upon the face of the Warrant Certificate in every particular,
                  without alteration or enlargement or any change whatsoever.


Signature Guaranteed:
                     -----------------------------------------------


SIGNATURE MUST BE GUARANTEED BY A COMMERCIAL BANK OR MEMBER FIRM OF ONE OF THE
FOLLOWING STOCK EXCHANGES: NEW YORK STOCK EXCHANGE, PACIFIC COAST STOCK
EXCHANGE, AMERICAN STOCK EXCHANGE, OR MIDWEST STOCK EXCHANGE.


<PAGE>



                          FORM OF ELECTION TO PURCHASE

            (To be Executed by the Holder if she Desires to Exercise
                 Warrants Evidenced by the Warrant Certificate)

To Health Express USA, Inc.

         The undersigned hereby irrevocably elects to exercise _________________
(________) Warrants, evidenced by the within Warrant Certificate for, and to
purchase thereunder, ___________________(_______) full shares of Common Stock
issuable upon exercise of said Warrants and delivery of $__________________ and
any applicable taxes.

     The undersigned requests that certificates for such shares be issued in the
name of:



---------------------------------------------------
(Please print name and address)


---------------------------------------------------


---------------------------------------------------
(Social Security or Tax Identification Number)


         If said number of Warrants shall not be all the Warrants evidenced by
the within Warrant Certificate, the undersigned requests that a new Warrant
Certificate evidencing the Warrants not so exercised by issued in the name of
and delivered to:



---------------------------------------------------
(Please print name and address)


---------------------------------------------------


---------------------------------------------------


           (SIGNATURES CONTINUED ON FOLLOWING PAGE)



<PAGE>





Dated:                              Signature:
       -----------------                       ---------------------------------



NOTICE:           The above signature must correspond with the name as written
                  upon the face of the within Warrant Certificate in every
                  particular, without alteration or enlargement or any change
                  whatsoever, or if signed by any other person the Form of
                  Assignment hereon must be duly executed and if the certificate
                  representing the shares or any Warrant Certificate
                  representing Warrants not exercised is to be registered in a
                  name other than that in which the within Warrant Certificate
                  is registered, the signature of the holder hereof must be
                  guaranteed.



Signature Guaranteed:
                     -----------------------------------------------------------



SIGNATURE MUST BE GUARANTEED BY A COMMERCIAL BANK OR MEMBER FIRM OF ONE OF THE
FOLLOWING STOCK EXCHANGES: NEW YORK STOCK EXCHANGE, PACIFIC COAST STOCK
EXCHANGE, NASDAQ, AMERICAN STOCK EXCHANGE, OR MIDWEST STOCK EXCHANGE.