EXHIBIT 4.19

THE  WARRANTS  REPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES ISSUABLE
UPON EXERCISE THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS  AMENDED,  OR  ANY  STATE  SECURITIES  STATUTE  AND  MAY NOT BE OFFERED SOLD,
PLEDGED,  HYPOTHECATED,  ASSIGNED  OR  TRANSFERRED  EXCEPT  PURSUANT  TO: (I) AN
EFFECTIVE  REGISTRATION  STATEMENT  UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE  "ACT"),  (II)  TO  THE  EXTENT  APPLICABLE, RULE 144 UNDER THE ACT (OR ANY
SIMILAR  RULE UNDER THE ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (III)
AN  OPINION  OF  COUNSEL,  IF  THE  OPINION  SHALL BE REASONABLY SATISFACTORY TO
COUNSEL  FOR  THE  ISSUER,  THAT AN EXEMPTION FROM REGISTRATION UNDER THE ACT IS
AVAILABLE.

THE  TRANSFER  OR  EXCHANGE  OF  THE WARRANTS REPRESENTED BY THIS CERTIFICATE IS
RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREIN.

                            EXERCISABLE ON OR BEFORE

                   5:00 P.M., NEW YORK TIME, November 30, 2006

No. W-                                                                  Warrants

                               WARRANT CERTIFICATE

     This  Warrant  Certificate  certifies  that  __________________________, or
registered  assigns,  is  the  registered  holder of ______ Warrants to purchase
initially,  at  any time from November 30, 2001 until 5:00 p.m. New York time on
November  30,  2006  ("Expiration  Date"),  up  to  ______  fully-paid  and
non-assessable shares (the "Shares") of common stock, par value $.0001 per Share
("Common  Stock")  of  The  Bio  Balance  Corp.,  a  Delaware  corporation  (the
"Company"),  at  the  initial  exercise  price, subject to adjustment in certain
events (the "Exercise Price"), of $3.00 per Share upon surrender of this Warrant
Certificate  and  payment  of  the  Exercise Price at an office or agency of the
Company,  or  by  surrender of this Warrant Certificate in lieu of cash payment,
but  subject  to  the  conditions  set forth herein and in the Placement Agent's
Warrant  Agreement  dated  as  of  November  30,  2001,  between  the  Company


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and  __________________________  (the  "Warrant  Agreement").  Payment  of  the
Exercise  Price  shall  be  made by certified or official bank check in New York
Clearing House funds payable to the order of the Company or by surrender of this
Warrant  Certificate.

     No  Warrant  may  be  exercised  after  5:00  p.m.,  New  York time, on the
Expiration  Date,  at which time all Warrants evidenced hereby, unless exercised
prior  thereto,  hereby  shall  thereafter  be  void.

     The  Warrants  evidenced  by  this  Warrant  Certificate are part of a duly
authorized  issue  of  Warrants  issued pursuant to the Warrant Agreement, which
Warrant Agreement is hereby incorporated by reference in and made a part of this
instrument and is hereby referred to for a description of the rights, limitation
of  rights, obligations, duties and immunities thereunder of the Company and the
holders  (the  words  "holders"  or  "holder"  meaning the registered holders or
registered  holder)  of  the  Warrants.

     The  Warrant  Agreement provides that upon the occurrence of certain events
the  Exercise  Price  and  the  type  and/or  number of the Company's securities
issuable  thereupon  may,  subject  to  certain conditions, be adjusted. In such
event,  the  Company  will,  at  the  request of the holder, issue a new Warrant
Certificate  evidencing  the  adjustment  in  the  Exercise Price and the number
and/or  type of securities issuable upon the exercise of the Warrants; provided,
however,  that the failure of the Company to issue such new Warrant Certificates
shall  not  in  any  way  change,  alter, or otherwise impair, the rights of the
holder  as  set  forth  in  the  Warrant  Agreement.

     Upon  due  presentment  for  registration  of  transfer  of  this  Warrant
Certificate  at an office or agency 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 to the transferee(s) in exchange for this Warrant
Certificate,  subject  to  the  limitations  provided  herein and in the


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Warrant  Agreement,  without any charge except for any tax or other governmental
charge  imposed  in  connection  with  such  transfer.

     Upon  the  exercise  of  less  than  all  of the Warrants evidenced by this
Certificate,  the  Company  shall  forthwith  issue  to  the holder hereof a new
Warrant  Certificate  representing  such  number  of  unexercised  Warrants.

     The  Company  may  deem  and  treat  the registered holder(s) hereof as the
absolute  owner(s)  of this Warrant Certificate (notwithstanding any notation of
ownership  or  other  writing  hereon  made  by  anyone), for the purpose of any
exercise  hereof,  and  of any distribution to the holder(s) hereof, and for all
other  purposes,  and  the  Company  shall  not be affected by any notice to the
contrary.

     All terms used in this Warrant Certificate which are defined in the Warrant
Agreement  shall  have  the  meanings assigned to them in the Warrant Agreement.

     IN  WITNESS  WHEREOF, the Company has caused this Warrant Certificate to be
duly  executed  under  its  corporate  seal.  Dated  as  of  November  30,  2001

                                       THE BIO BALANCE CORP.


[SEAL]                                 By:  _________________________
                                            Paul Stark
                                            President


Attest:



_______________________________
Jeanne  Quinto
Secretary


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