THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT
PURPOSES ONLY AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "ACT").  SUCH SECURITIES AND ANY SECURITIES
OR SHARES ISSUED HEREUNDER MAY NOT BE SOLD OR TRANSFERRED UNLESS A
REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH SALE
OR TRANSFER, OR IN THE OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY,
SUCH REGISTRATION IS UNNECESSARY, OR AN EXCEPTION THEREFROM IS
AVAILABLE UNDER THE ACT.



        HYPERBARIC SYSTEMS

        WARRANT TO PURCHASE SHARES OF COMMON STOCK

Warrant No. 97        Void after 5:00 p.m. Pacific Coast Time

        on June 11, 2004

        FOR VALUE RECEIVED, Jose Venzor  (the "Warrant Holder") is entitled
to subscribe for and purchase, subject to the terms and conditions set forth
in this Warrant, up to Five Hundred Thousand (500,000) shares of Common Stock
("Stock") of HYPERBARIC SYSTEMS, a California corporation (the "Company").
The exercise price of this warrant (the "Exercise Price") and purchase price
of the Stock shall be thirty cents ($.30) per share. The value of this
Warrant, as of the date of its issuance, as indicated herein, shall be
One Cent ($0.01).

        1.        Conditions To Exercise This Warrant.  Subject to the
provisions and upon the terms and conditions set forth in that certain
Promotion Agreement and herein, this Warrant may be exercised in whole,
or in part, at any time prior to four (4) years from the date hereof.

2.        Method of Exercise; Payment; Issuance of New Warrant.  The purchase
right represented by this Warrant may only be exercised by the Registered
Holder hereof in accordance with Section 1, in whole or in part, by the
surrender of this Warrant (with the notice of exercise provision contained
on the last page hereof duly executed) at the principal office of the
Company, and by the payment to the Company, by check, cancellation of
indebtedness, or both, of an amount equal to the Exercise Price per share
multiplied by the number of shares then being purchased.  In the event of
any exercise of the rights represented by this Warrant, certificates for
the shares of Stock so purchased shall be delivered to the Registered Holder
hereof as soon as practicable.  Such exercise shall be deemed to have been
made immediately prior to the close of business on the date of surrender of
this Warrant.

        3.        Stock Fully Paid; Reservation of Shares.  All shares of Stock
which may be issued upon the exercise of this Warrant will, upon issuance,
be duly authorized and validly issued, and fully paid and nonassessable, and
free from all taxes, liens, and charges with respect to the issue thereof.
Upon issuance, the Stock shall be restricted from transfer as set forth in
Section 6 hereof.  During the period within which the rights represented by
this Warrant may be exercised, the Company will use its best efforts to cause
to be authorized, and thereafter at all times have authorized, and reserved
for the purpose of the issue upon exercise of the purchase rights evidenced
by this Warrant, a sufficient number of shares of its Stock to provide for
the exercise of the rights represented by this Warrant.

        4.        Reclassification of Stock.  In the event of the
reclassification of the Stock, the Company agrees that the Warrant Holder
will be entitled to the same rights to acquire such reclassified Stock ("New
Stock") as those rights granted hereby, as the Warrant Holder shall have to
purchase the Stock stated herein.  All of the terms and conditions of this
Warrant shall apply equally to the purchase or acquisition of any New Stock.

        5.        Fractional Shares.  No fractional shares of Stock will be
issued in connection with any exercise hereunder, but in lieu of such
fractional shares the Company shall make a cash payment therefor equal to
the product of such fraction and the Exercise Price.

        6.        Compliance with Securities Laws; Disposition of Warrant
and Shares of Common Stock.

                (a)        Compliance With Securities Laws.  The holder of
this Warrant, by acceptance hereof, acknowledges that this Warrant and the
shares of Stock to be issued upon exercise hereof are being acquired for
investment purposes only and that such Holder will not offer, sell or
otherwise dispose of this Warrant or any shares of Stock to be issued upon
exercise hereof except under circumstances which will not result in a
violation of the Securities Act of 1933, as amended (the "Act"), or any
state securities laws.  Upon exercise of this Warrant, the holder hereof
shall, if requested by the Company, confirm in writing, in a form
satisfactory to the Company, that the shares of Stock so purchased are being
acquired for investment purposes only and not with a view toward distribution
or resale.  This Warrant and all shares of Stock issued upon exercise of this
Warrant shall be stamped or imprinted with a legend in substantially the
following form (in addition to any legend required by state securities laws):

THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR
INVESTMENT PURPOSES ONLY AND HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT").  SUCH
SECURITIES AND ANY SECURITIES OR SHARES ISSUED HEREUNDER
MAY NOT BE SOLD OR TRANSFERRED UNLESS A REGISTRATION
STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH SALE OR
TRANSFER, OR IN THE OPINION OF COUNSEL ACCEPTABLE TO THE
COMPANY, SUCH REGISTRATION IS UNNECESSARY, OR AN EXCEPTION
THEREFROM IS AVAILABLE UNDER THE ACT.

                (b)        Transfer of Warrant or Shares of Stock.  Each
certificate representing the shares of Stock issued hereunder shall bear a
legend as to the restrictions on transferability in order to insure compliance
with applicable securities laws unless, in the opinion of counsel for the
Company, such legends are not required.  The Company may issue stop transfer
instructions to its transfer agent in connection with such restrictions.

        7.        Rights of Shareholders.  This Warrant shall not entitle the
Holder to be deemed the holder of stock or any other securities of the
Company which may be issuable on the exercise hereof for any purpose, nor
shall anything contained herein be construed to confer upon the holder of
this Warrant, as such, any of the rights of a shareholder of the Company
or any right to vote for the election of directors or upon any matter
submitted to shareholders at any meeting thereof, or to give or withhold
consent to any corporate action (whether upon any recapitalization,
issuance of stock, reclassification of stock, consolidation, merger,
conveyance, or otherwise) or to receive notice of meetings, or to receive
dividends or subscription rights or otherwise until the Warrant shall have
been exercised and the certificates representing the Shares purchasable
upon the exercise hereof shall have been issued, as provided herein.

        8.        Successors and Assigns.    The terms and provisions
of this Warrant shall inure to the benefit of, and be binding upon, the
Company and the Warrant Holder and their respective successors and assigns.

        9.        Survival.        The warranties, representations and
covenants contained in or made pursuant to this Warrant shall survive
the execution, delivery and exercise, if any, of this Warrant.

        10.        Entire Agreement.  This Warrant, together with that
certain Convertible Promissory Note and Loan Agreement of even date
herewith, contains the entire understanding of the parties with respect
to the matters covered hereby.

        11.        Governing Law. This Warrant and all actions arising out
of or in connection with this Warrant shall be governed by and construed
in accordance with the laws of the State of California, without regard to
the conflicts of law provisions of the State of California or of any other
state.

        IN WITNESS WHEREOF, the parties hereto have caused this Warrant
to be executed as of the day and date first above written.


HYPERBARIC SYSTEMS


By:     /s/ Harry Masuda
        _______________________
        Harry Masuda, President


WARRANT HOLDER


By:     /s/ Jose Venzor
        __________________          _________________
        Jose Venzor                 Social Security #
        112 High Street
        Santa Fe, NM 87501


<PAGE>

        NOTICE OF EXERCISE


TO:     HYPERBARIC SYSTEMS

        1.        The undersigned hereby elects to purchase ______________
(________) shares of Common Stock of HYPERBARIC SYSTEMS (the "Company")
pursuant to the terms of the foregoing Warrant, and tenders herewith payment
of the purchase price for such shares in full, together with all applicable
transfer taxes, if any.

        2.        Please issue a certificate or certificates representing such
securities in the name of the undersigned or in such other name as is specified
below:

                        Name:                ___________________________

                        Address:        ___________________________


        3.        The undersigned represents that the shares of Stock set forth
above are being acquired for the account of the undersigned for investment
purposes only and not with a view to, or for resale in connection with, the
distribution thereof and that the undersigned has no present intention of
distributing or reselling such shares.  In support thereof, the undersigned
agrees to execute an investment representation statement in a form reasonably
requested by the Company as a condition to the exercise herein noticed.




                                Name:        ______________________________


                                Title:        ______________________________


                                Address:______________________________
                                    ______________________________


                                Date:        ____________________