Untitled Document




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, 2008 (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 which such consolidation or 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 effect 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, 2005 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 __________, 2004.

	 	                Hosp-Italia
      Industries, Inc.
		 
		                President


ATTEST:

Secretary