EXHIBIT 4.14

     Neither this Warrant nor the shares of Common Stock issuable on exercise of
this Warrant have been registered under the Securities Act of 1933. None of such
securities may be transferred in the absence of registration under such Act or
an opinion of counsel to the effect that such registration is not required.

                              THE BIOBALANCE CORP.

                                     WARRANT


DATED AS OF: November 4, 2002

Number of Shares: 5,000  Exercisable as follows:

                    400  Immediate

                    200  On  the  fourth  of  every  month

Holder:  Elliot  Jacob
         c/o  Medifocus
         11529  Daffodil  Lane,  Suite  200
         Silver  Spring,  MD  20902

THIS  CERTIFIES  THAT  the  holder  of  this  Warrant  ("Holder") is entitled to
purchase  from  THE  BIOBALANCE CORP. a Delaware corporation (hereinafter called
the  "Company"),  at  the exercise price per share set forth below the number of
shares  of  the  Company's  common  stock  set forth above ("Common Stock"). The
exercise  price  of this Warrant is $1.50 per share.  The warrants expire on the
second  anniversary  of  the  date  hereof.

1.   Adjustment  Provisions.  This  Warrant  is subject to the following further
     ----------------------
     provisions:

     (a)  If the Company shall at any time while the Warrant remains outstanding
     issue Common Stock by way of dividend or other distribution on any stock of
     the  Company  or  effect  a  stock  split  or  reverse  stock  split of the
     outstanding  shares  of  Common  Stock,  the  Purchase  Price  shall  be
     proportionately  decreased  in  the  case  of  such  issuance  (on  the day
     following  the  date fixed for determining shareholders entitled to receive
     such  dividend  or  other distribution) or such stock split or increased in
     the  case of such reverse stock split (on the date that such stock split or
     reverse  stock  split  shall become effective), by multiplying the Purchase
     Price  in  effect  immediately  prior to the stock dividend, stock split or
     reverse  stock split by a fraction, the numerator of which is the number of
     shares  of  Common  Stock  outstanding  immediately  prior  to  such  stock
     dividend,  stock split or reverse stock split, and the denominator of which
     is  the number of shares of Common Stock outstanding immediately after such
     stock  dividend,  stock  split  or  reverse  stock  split.

     (b) In case of any reclassification, capital reorganization or other change
     of  outstanding  shares of Common Stock of the Company (other than a change
     in  par  value  or  as  a  result  of an issuance of Common Stock by way of
     dividend or other distribution or of a stock split or reverse stock split),
     or  in  case  of  any  consolidation  or merger of the Company with or into
     another  corporation (other than a merger with a subsidiary in which merger
     the  Company is the continuing corporation and which does not result in any
     reclassification,  capital  reorganization  or  other change of outstanding
     shares  of  Common  Stock  of  the  Company  issuable upon exercise of this
     Warrant)  or  in  case  of any sale or


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     conveyance  to another corporation or other change of outstanding shares of
     Common  Stock  of  the Company issuable upon exercise of the Warrant) or in
     case  of  any  sale or conveyance to another corporation of the property of
     the  Company  as  a  entirety  or substantially as an entirety, the Company
     shall  cause  effective  provision to be made so that the Holder shall have
     the  right thereafter, by exercising this Warrant, to purchase the kind and
     amount of shares of stock and other securities and property receivable upon
     such  reclassification,  capital  reorganization  or  other  change,
     consolidation,  merger,  sale  or  conveyance  that  the  Holder would have
     obtained  had  he  or  it  exercised this Warrant immediately prior to such
     reclassification,  capital  reorganization  or other change, consolidation,
     merger,  sale or conveyance. Any such provision shall include provision for
     adjustments  which  shall  be as nearly equivalent as may be practicable to
     the  adjustments  provided for in this Warrant. The foregoing provisions of
     this  Section  shall  similarly apply to successive consolidations, merger,
     sales  and  conveyances.

     (c)  If the Company shall at any time during the term of the PSB Agreement,
     issue  Common  Stock  (including securities convertible into or exercisable
     for  shares  of  Common Stock) or sell any shares of its Common Stock for a
     consideration  per  share  less  than  $1.00  (as adjusted for future stock
     splits,  stock  dividends  and  recapitalizations)  (the "Original Purchase
     Price"),  then  the  Original  Exercise  Price will be reduced to equal the
     price  per  share  paid  by  such  investor  (the "Future Purchase Price").
     Additional  warrants  will  be issued by the Company such that the combined
     number  of  warrants (the original warrants plus adjustment warrants) shall
     equal  the  number of warrants obtained by dividing the original investment
     by  Future  Exercise  Price.

     (d) If the Company shall declare or pay a dividend or other distribution on
     any  Common  Stock, by way of distribution of assets or spin-off (but other
     than a dividend payable solely in shares of Common Stock or a periodic cash
     dividend  payable out of the Company's net income), then the Purchase Price
     will be reduced to a price determined by multiplying such Purchase Price by
     a  fraction,  (x)  the  numerator which shall be the fair market value of a
     share  of Common Stock immediately prior to declaration of such dividend or
     distribution  (the  "initial  value")  less  the  fair market value of such
     dividend  or  distribution  applicable  to a share of Common Stock, in each
     case  as  determined in good faith by the Board of Directors of the Company
     and  (y)  the  denominator  of  which shall be the aforesaid initial value.

     (e)  Upon  any  adjustment  of Purchase Price pursuant to this Section, the
     Holder  shall  thereafter  (until  another  such adjustment) be entitled to
     purchase  upon  the  exercise  of  the  Warrant  with respect to which such
     adjustment  occurred,  at  the  new  Purchase  Price thereof, the number of
     shares,  calculated  to the nearest full share, obtained by multiplying the
     number  of shares of stock initially issuable upon exercise of such Warrant
     by the Purchase Price thereof in effect on the date hereof and dividing the
     product  so  obtained  by  the  new  Purchase  Price  thereof.

2.   This Warrant and the Common Stock issuable on exercise of this Warrant (the
     "Underlying  Shares")  may  be transferred, sold, assigned or hypothecated,
     only  if  registered  by  the Company under the Securities Act of 1933 (the
     "Act") or if the Company has received from counsel to the Company a written
     opinion  to  the  effect that registration of the Warrant or the Underlying
     Shares  is not necessary in connection with such transfer, sale, assignment
     or  hypothecation.  The  Warrant  and  the  Underlying  Shares  shall  be
     appropriately  legended  to  reflect  this  restriction  and  stop transfer
     instructions shall apply. The Holder shall through its counsel provide such
     information  as  is


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     reasonably necessary  in  connection  with  such  opinion.

3.   Registration  Rights
     --------------------

     (a) Piggy-Back Registration Rights. If, at any time the Company proposes to
         -------------------------------
     prepare  and  file  a  registration  statement or post-effective amendments
     thereto  covering  the  Common  Stock of the Company for the Company or for
     selling stockholders of the Company (other than in connection with a merger
     or  acquisition,  pursuant to Form S-8 or successor form (collectively, the
     "Statement"),  the  Company  will give written notice by registered mail or
     facsimile  at  least  ten  (10)  days  prior  to  the  filing  of each such
     Statement, to the Holder or Holders of the Warrant or warrant Shares of its
     intention  to  do  so.  If  the Holder or Holders of the Warrant or Warrant
     Shares  notify  the  Company within five (5) days after receipt of any such
     notice  ofits  or their desire to include all Warrant Shares in the Company
     owned  by  such Holder in such proposed Statement, the Company shall afford
     such  Holder  or  Holders  the  opportunity to have all such Warrant Shares
     registered  under such Statement at the Company's sole cost and expense and
     at  no  cost expense to such Holder or Holders; provided, however, that if,
     in  written opinion of the Company's managing underwriter, the inclusion of
     the  Warrant Shares, when added to the Common Stock being registered by the
     Company  and  any  other  selling  stockholders  participating  in  such
     underwritten  offering,  will  exceed  the  maximum amount of the Company's
     Common Stock which can be marketed, (i) at a price reasonably affecting the
     entire  offering,  then the current market value, or (ii) without otherwise
     materially  adversely  affecting  the entire offering, then the Company may
     exclude from such offering all or a portion of the Warrant Shares requested
     to be registered, such exclusion to be proportionate with any other selling
     stockholder.  A  Holder or Holders may not elect register only a portion of
     its  or  their  shares.

     The  Company  agrees  to use its best efforts to cause such Statement to be
     filed  and to become effective, and to keep the Prospectus included in such
     Statement,  current either through the filing of periodic reports under the
     Exchange  Act,  or by filing Post-Effective Amendments to the Statement, so
     as  to permit the public sale of the Warrant Shares for a period of six (6)
     consecutive  months  from  the date such Statement is declared effective by
     the  Securities and Exchange Commission. The Holder or Holders acknowledge,
     however,  that  prior  to  effecting  any  sales of the Warrant Shares, the
     Holder  or  Holders  will  confirm  with  the  Company  that the Prospectus
     included  in  the  Statement  is  up-to-date  and  that  such shares may be
     lawfully  sold.  The Holder of the Warrant Shares has no other registration
     rights  with  respect  to the underlying Warrant Shares except those rights
     specified  in  Sections  3(a)  and  3(b)  of  this  Warrant.

     Notwithstanding the provisions of this Section 3(a), the Company shall have
     the  right at any time after it shall have given written notice pursuant to
     this  Section 3(a) (irrespective of whether a written request for inclusion
     of  any  such Warrant Shares shall have been made) to elect not to file any
     such proposed Statement, or to withdraw the same after the filing but prior
     to  the  effective  date  thereof.

     (b)  Demand  Registration Rights. In the event that the Warrants shares are
          ----------------------------
     excluded  from registration as described in 3(a) above, the Company will at
     its own expense file a registration statement at the next earliest possible
     date  following  completion  of  its  offering  and  include  the


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     shares  underlying  the Warrants. Such registration statement may be a post
     effective  amendment, registration under Form S-3 or any other registration
     process  available  to it under current or then existing SEC guidelines. It
     is  hereby  expressly agreed to between the parties that the Company shall,
     as  soon  as  practicable  but  in  any  event within 90 days following the
     initial  registration,  cause  a registration statement of the Common Stock
     underlying  the Warrants to be filed under the Securities Exchange Act with
     respect  to  an offering, in part, of the Registrable Securities (a "Demand
     Registration").  In  the event that the Registration Statement is not filed
     by  the  90th  day following the offering, the Company agrees that it is in
     default under the terms of this Agreement. The Holder shall have all rights
     and  remedies  available to him to seek damages as well as to seek specific
     performance.

4.   Any permitted assignment of this Warrant shall be effected by the Holder by
     (i)  executing  the form of assignment at the end hereof, (ii) surrendering
     the  Warrant  for cancellation at the office of the Company, accompanied by
     the  opinion  of counsel to the Company referred to above; and (iii) unless
     in  connection  with  an  effective registration statement which covers the
     sale  of this Warrant and or the shares underlying the Warrant, delivery to
     the  Company  of a statement by the transferee (in a form acceptable to the
     Company  and its counsel) that such Warrant is being acquired by the Holder
     for investment and not with a view to its distribution or resale; whereupon
     the  Company  shall  issue,  in  the  name or names specified by the Holder
     (including the Holder) new Warrants representing in the aggregate rights to
     purchase  the  same  number  of Shares as are purchasable under the Warrant
     surrendered.  Such  Warrants shall be exercisable immediately upon any such
     assignment  of the number of Warrants assigned. The transferor will pay all
     relevant transfer taxes. Replacement warrants shall bear the same legend as
     is  borne  by  this  Warrant.

4(a) The  term  "Holder"  should  be  deemed  to  include  any  permitted record
     transferee  of  this  Warrant.

5.   The  Company covenants and agrees that all shares of Common Stock which may
     be  issued  upon  exercise  hereof will, upon issuance, be duly and validly
     issued, fully paid and non-assessable and no personal liability will attach
     to  the  holder  thereof.  The  Company  further covenants and agrees that,
     during  the periods within which this Warrant may be exercised, the Company
     will  at  all  times  have  authorized  and reserved a sufficient number of
     shares  of  Common Stock for issuance upon exercise of this Warrant and all
     other  Warrants.

6.   This  Warrant  shall  not  entitle the Holder to any voting rights or other
     rights  as  a  stockholder  of  the  Company.

7.   In  the  event  that  as a result of reorganization, merger, consolidation,
     liquidation,  recapitalization, stock split, combination of shares or stock
     dividends payable with respect to such Common Stock, the outstanding shares
     of  Common  Stock  of the Company are at any time increased or decreased or
     changed  into or exchanged for a different number or kind of share or other
     security  of  the  Company  or  of  another  corporation,  then appropriate
     adjustments  in the number and kind of such securities then subject to this
     Warrant  shall  be made effective as of the date of such occurrence so that
     the  position of the Holder upon exercise will be the same as it would have
     been  had  it  owned immediately prior to the occurrence of such events the
     Common  Stock  subject  to  this  Warrant.  Such


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     adjustment shall be made successively whenever any event listed above shall
     occur  and  the  Company will notify the Holder of the Warrant of each such
     adjustment.  Any fraction of a share resulting from any adjustment shall be
     eliminated  and the price per share of the remaining shares subject to this
     Warrant  adjusted  accordingly.

8.   The  rights represented by this Warrant may be exercised at any time within
     the  period  above  specified  by  (i)  surrender of this Warrant (with the
     purchase  form  at  the  end  hereof  properly  executed)  at the principal
     executive  office  of  the  Company  (or such other office or agency of the
     Company  as  it  may  designate  by  notice in writing to the Holder at the
     address  of the Holder appearing on the books of the Company); (ii) payment
     to  the Company of the exercise price for the number of Shares specified in
     the  above-mentioned  purchase form together with applicable stock transfer
     taxes,  if  any, or, Warrants of the Company with a fair market value equal
     to  the  Purchase  Price in payment of the Purchase Price for the number of
     whole  shares  specified.  For  purposes  of making payment of the Purchase
     Price  by  way  of Shares of Common Stock of the Company or Warrants of the
     Company,  the fair market value of any share of Common Stock shall be equal
     to  the  closing  price  of  a  Share  of  Common  Stock of NASDAQ or other
     principal  exchange  on which such Shares are listed as of the business day
     immediately  prior  to  the  day  of exercise and the fair market value per
     Share of any Warrant shall be equal to the difference between the aforesaid
     closing  price  per  Share  and the Purchase Price of the Warrant; provided
     however,  that  if  at the time of determination the Shares are not listed,
     then  the  fair  market  value per share shall be deemed to have a value as
     determined  by  a good faith determination of the Board of Directors of the
     Company.  and  (iii)  unless  in  connection with an effective registration
     statement  which  covers the sale of the shares underlying the Warrant, the
     delivery  to the Company of a statement by the Holder (in a form acceptable
     to  the Company and its counsel) that such Shares are being acquired by the
     Holder  for investment and not with a view to their distribution or resale.

9.   The  certificates  for  the Common Stock so purchased shall be delivered to
     the  Holder  within a reasonable time, not exceeding ten (10) business days
     after  all  requisite  documentation  has  been  provided, after the rights
     represented  by this Warrant shall have been so exercised, and shall bear a
     restrictive legend with respect to any applicable securities laws.

     This Warrant shall be governed by and construed in accordance with the laws
     of  the  State  of  New  York.  The  New  York  courts shall have exclusive
     jurisdiction  over  this instrument and the enforcement thereof. Service of
     process  shall be effective if by certified mail, return receipt requested.
     All  notices  shall be in writing and shall be deemed given upon receipt by
     the  party  to  whom  addressed.  This  instrument  shall be enforceable by
     decrees  of  specific  performances  well  as  other  remedies.

     IN  WITNESS WHEREOF, THE ZIG ZAG CORP. has caused this Warrant to be signed
by  its duly authorized officers under Its corporate seal, and to be dated as of
the  date  set  forth  above.

                                     THE  BIOBALANCE  CORP.


                                By________________________________


                                Title:  __________________________


                                Date:_____________________________


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