EXHIBIT 10.7

     THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE
     NOT  BEEN  REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT
     AS  OTHERWISE  SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED
     AS  OF  MAY  15,  2002,  NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE
     SOLD,  TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRA-TION
     STATEMENT  FOR SUCH SECURITIES UNDER SAID ACT OR, AN OPINION OF COUNSEL, IN
     FORM,  SUBSTANCE AND SCOPE, CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE
     TRANSACTIONS,  THAT  REGISTRATION  IS NOT REQUIRED UNDER SUCH ACT OR UNLESS
     SOLD  PURSUANT  TO  RULE  144  OR  REGULATION  S  UNDER  SUCH  ACT.

Right  to  Purchase  225,000  Shares  of  Common  Stock,  no par value per share

                             STOCK PURCHASE WARRANT

     THIS  CERTIFIES  THAT, for value received, __________________________ or
its  registered  assigns,  is entitled to purchase from Torbay Holdings, Inc., a
Delaware  corporation  (the  "Company"), at any time or from time to time during
the  period  specified  in  Paragraph 2 hereof, Two Hundred Twenty-Five Thousand
(225,000)  fully  paid  and  nonassessable shares of the Company's Common Stock,
$.0001  par value per share (the "Common Stock"), at an exercise price per share
equal  to  the  lesser  of (i) $.04 and (ii) the average of the lowest three (3)
Trading  Prices  (as  defined  below)  during  the  twenty (20) Trading Days (as
defined  below)  immediately prior to exercise (the "Exercise Price").  The term
"Warrant  Shares,"  as  used  herein,  refers  to  the  shares  of  Common Stock
purchasable hereunder.  The Warrant Shares and the Exercise Price are subject to
adjustment  as  provided  in Paragraph 4 hereof.  The term "Warrants" means this
Warrant  and  the  other  warrants  issued  pursuant  to that certain Securities
Purchase  Agreement, dated May 15, 2002, by and among the Company and the Buyers
listed  on  the  execution  page  thereof (the "Securities Purchase Agreement"),
including  any  additional  warrants  issuable pursuant to Section 4(l) thereof.
"Trading  Price"  means,  for  any security as of any date, the intraday trading
price  on  the  Over-the-Counter  Bulletin  Board  (the  "OTCBB") as reported by
Bloomberg  Financial  Markets  or  an  equivalent,  reliable  reporting  service
mutually  acceptable  to  and hereafter designated by the Company and the holder
hereof  ("Bloomberg")  or,  if the OTCBB is not the principal trading market for
such  security,  the  intraday  trading  price of such security on the principal
securities exchange or trading market where such security is listed or traded as
<PAGE>
reported  by  Bloomberg  or,  if  no  intraday trading price of such security is
available  in  any of the foregoing manners, the average of the intraday trading
prices  of  any  market  makers  for  such security that are listed in the "pink
sheets"  by  the National Quotation Bureau, Inc.  If the Trading Price cannot be
calculated  for  such  security  on  such date in the manner provided above, the
Trading  Price  shall  be  the  fair  market value as mutually determined by the
Company  and  the  holder hereof.  "Trading Day" shall mean any day on which the
Common  Sock  is  traded  for  any  period  on  the  OTCBB,  or on the principal
securities exchange or other securities market on which the Common Stock is then
being  traded.

     This Warrant is subject to the following terms, provisions, and conditions:

1.     MANNER  OF  EXERCISE;  ISSUANCE  OF  CERTIFICATES;  PAYMENT  FOR  SHARES.
       ------------------------------------------------------------------------
Subject  to  the  provisions hereof, this Warrant may be exercised by the holder
hereof,  in  whole or in part, by the surrender of this Warrant, together with a
completed  exercise  agreement  in  the  form  attached  hereto  (the  "Exercise
Agreement"),  to the Company during normal business hours on any business day at
the Company's principal executive offices (or such other office or agency of the
Company  as  it  may  designate  by  notice  to the holder hereof), and upon (i)
payment  to the Company in cash, by certified or official bank check or by wire
transfer  for  the  account of the Company of the Exercise Price for the Warrant
Shares  specified in the Exercise Agreement or (ii) if the resale of the Warrant
Shares  by  the  holder  is  not  then  registered  pursuant  to  an  effective
registration  statement  under  the  Securities  Act  of  1933,  as amended (the
"Securities Act"), delivery to the Company of a written notice of an election to
effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant
Shares  specified  in  the  Exercise  Agreement. The Warrant Shares so purchased
shall  be deemed to be issued to the holder hereof or such holder's designee, as
the  record  owner  of  such  shares, as of the close of business on the date on
which this Warrant shall have been surrendered, the completed Exercise Agreement
shall  have been delivered, and payment shall have been made for such shares as
set forth above. Certificates for the Warrant Shares so purchased, representing
the  aggregate  number  of  shares specified in the Exercise Agreement, shall be
delivered to the holder hereof within a reasonable time, not exceeding three (3)
business days, after this Warrant shall have been so exercised. The certificates
so  delivered  shall  be in such denominations as may be requested by the holder
hereof  and shall be registered in the name of such holder or such other name as
shall  be  designated  by such holder. If this Warrant shall have been exercised
only  in  part, then, unless this Warrant has expired, the Company shall, at its
expense,  at  the time of delivery of such certificates, deliver to the holder a
new Warrant representing the number of shares with respect to which this Warrant
shall  not then have been exercised. In addition to all other available remedies
at  law  or  in  equity,  if  the  Company fails to deliver certificates for the
Warrant  Shares  within three (3) business days after this Warrant is exercised,
then the Company shall pay to the holder in cash a penalty (the "Penalty") equal
to  2% of the number of Warrant Shares that the holder is entitled to multiplied
by  the Market Price for each day that the Company fails to deliver certificates
for  the  Warrant  Shares.  For  example,  if  the holder is entitled to 100,000
Warrant  Shares and the Market Price is $2.00, then the Company shall pay to the
holder  $4,000  for  each day that the Company fails to deliver certificates for
the  Warrant Shares. The Penalty shall be paid to the holder by the fifth day of
the  month  following  the  month  in  which  it  has  accrued.

     Notwithstanding anything in this Warrant to the contrary, in no event shall
the  holder  of  this  Warrant  be entitled to exercise a number of Warrants (or
portions thereof) in
<PAGE>
excess  of  the  number of Warrants (or portions thereof) upon exercise of which
the  sum  of  (i) the number of shares of Common Stock beneficially owned by the
holder and its affiliates (other than shares of Common Stock which may be deemed
beneficially  owned  through  the  ownership of the unexercised Warrants and the
unexercised  or  unconverted  portion  of  any  other  securities of the Company
(including  the  Debentures  (as  defined in the Securities Purchase Agreement))
subject  to  a  limitation on conversion or exercise analogous to the limitation
contained  herein)  and  (ii) the number of shares of Common Stock issuable upon
exercise  of  the  Warrants  (or  portions  thereof)  with  respect to which the
determination  described  herein  is  being  made,  would  result  in beneficial
ownership  by the holder and its affiliates of more than 4.9% of the outstanding
shares  of  Common  Stock.  For  purposes of the immediately preceding sentence,
beneficial ownership shall be determined in accordance with Section 13(d) of the
Securities  Exchange  Act  of 1934, as amended, and Regulation 13D-G thereunder,
except as otherwise provided in clause (i) of the preceding sentence. The holder
of  this  Warrant  may  waive the limitations set forth herein by sixty-one (61)
days  written  notice  to  the Company. Notwithstanding anything to the contrary
contained  herein,  the  limitation on exercise of this Warrant set forth herein
may  not be amended without (i) the written consent of the holder hereof and the
Company  and  (ii)  the  approval  of a majority of shareholders of the Company.

     2. PERIOD OF EXERCISE. This Warrant is exercisable at any time or from time
to  time  on  or  after  the  date on which this Warrant is issued and delivered
pursuant to the terms of the Securities Purchase Agreement and before 6:00 p.m.,
New  York,  New York time on the third (3rd) anniversary of the date of issuance
(the  "Exercise  Period").

     3.  CERTAIN  AGREEMENTS  OF  THE  COMPANY. The Company hereby covenants and
agrees  as  follows:

          (a) SHARES TO BE FULLY PAID. All Warrant Shares will, upon issuance in
     accordance  with  the terms of this Warrant, be validly issued, fully paid,
     and  nonassessable and free from all taxes, liens, and charges with respect
     to  the  issue  thereof.

          (b)  RESERVATION  OF  SHARES.  During the Exercise Period, the Company
     shall  at  all  times  have  authorized,  and  reserved  for the purpose of
     issuance  upon  exercise of this Warrant, a sufficient number of shares of
     Common  Stock  to  provide  for  the  exercise  of  this  Warrant.

          (c)  LISTING.  The  Company  shall  promptly secure the listing of the
     shares  of  Common  Stock  issuable  upon exercise of the Warrant upon each
     national  securities  exchange  or automated quotation system, if any, upon
     which shares of Common Stock are then listed (subject to official notice of
     issuance  upon exercise of this Warrant) and shall maintain, so long as any
     other shares of Common Stock shall be so listed, such listing of all shares
     of  Common  Stock  from  time  to  time  issuable upon the exercise of this
     Warrant; and the Company shall so list on each national securities exchange
     or  automated quotation system, as the case may be, and shall maintain such
     listing  of, any other shares of capital stock of the Company issuable upon
     the exercise of this Warrant if and so long as any shares of the same class
     shall be listed on such national securities exchange or automated quotation
     system.

          (d)  CERTAIN ACTIONS PROHIBITED. The Company will not, by amendment of
     its  charter  or  through  any  reorganization,  transfer  of  assets,
     consolidation,  merger,  dissolution,  issue or sale of securities, or any
     other  voluntary  action,  avoid  or  seek  to  avoid  the  observance  or
<PAGE>
     performance  of  any  of  the  terms  to  be  observed  or  performed by it
     hereunder,  but  will at all times in good faith assist in the carrying out
     of  all the provisions of this Warrant and in the taking of all such action
     as  may  reasonably  be requested by the holder of this Warrant in order to
     protect  the  exercise  privilege  of  the  holder  of this Warrant against
     dilution  or  other  impairment,  consistent with the tenor and purpose of
     this  Warrant.  Without  limiting  the  general-ity  of  the foregoing, the
     Company  (i)  will not increase the par value of any shares of Common Stock
     receivable  upon the exercise of this Warrant above the Exercise Price then
     in  effect,  and  (ii)  will  take  all such actions as may be necessary or
     appropriate  in  order that the Company may validly and legally issue fully
     paid  and  nonassessable  shares  of Common Stock upon the exercise of this
     Warrant.

          (e)  SUCCESSORS  AND  ASSIGNS.  This  Warrant will be binding upon any
     entity  succeeding  to the Company by merger, consolidation, or acquisition
     of  all  or  substantially  all  the  Company's  assets.

     4.  ANTIDILUTION PROVISIONS. During the Exercise Period, the Exercise Price
and  the  number  of  Warrant Shares shall be subject to adjustment from time to
time  as  provided  in  this  Paragraph  4.

     In  the  event that any adjustment of the Exercise Price as required herein
results  in a fraction of a cent, such Exercise Price shall be rounded up to the
nearest  cent.

          (a) ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF SHARES UPON ISSUANCE OF
     COMMON  STOCK.  Except  as  otherwise  provided in Paragraphs 4(c) and 4(e)
     hereof,  if  and whenever on or after the date of issuance of this Warrant,
     the Company issues or sells, or in accordance with Paragraph 4(b) hereof is
     deemed  to  have  issued  or  sold,  any  shares  of  Common  Stock  for no
     consideration  or  for  a  consideration  per  share  (before  deduction of
     reasonable  expenses or commissions or underwriting discounts or allowances
     in  connection  therewith)  less  than  the  Market  Price  (as hereinafter
     defined)  on the date of issuance (a "Dilutive Issuance"), then immediately
     upon  the  Dilutive Issuance, the Exercise Price will be reduced to a price
     determined by multiplying the Exercise Price in effect immediately prior to
     the  Dilutive  Issuance  by  a  fraction,  (i) the numerator of which is an
     amount  equal  to  the  sum  of  (x)  the  number of shares of Common Stock
     actually  outstanding  immediately prior to the Dilutive Issuance, plus (y)
     the  quotient  of  the  aggregate consideration, calculated as set forth in
     Paragraph  4(b) hereof, received by the Company upon such Dilutive Issuance
     divided  by  the  Market  Price in effect immediately prior to the Dilutive
     Issuance,  and  (ii) the denominator of which is the total number of shares
     of Common Stock Deemed Outstanding (as defined below) immediately after the
     Dilutive  Issuance.

          (b)  EFFECT  ON  EXERCISE  PRICE  OF  CERTAIN  EVENTS. For purposes of
     determining  the  adjusted  Exercise Price under Paragraph 4(a) hereof, the
     following  will  be  applicable:

               (i)  ISSUANCE  OF RIGHTS OR OPTIONS. If the Company in any manner
          issues  or  grants  any  warrants,  rights  or options, whether or not
          immediately  exercisable, to subscribe for or to purchase Common Stock
          or  other securities convertible into or exchangeable for Common Stock
          ("Convertible  Securities")  (such  warrants,  rights  and  options to
          purchase  Common  Stock  or  Convertible  Securities  are  hereinafter
          referred  to  as  "Options")  and the price per share for which Common
          Stock  is  issuable upon the exercise of such Options is less than the
<PAGE>
          Market  Price  on  the date of issuance or grant of such Options, then
          the  maximum  total number of shares of Common Stock issuable upon the
          exercise  of  all such Options will, as of the date of the issuance or
          grant  of  such  Options, be deemed to be outstanding and to have been
          issued  and sold by the Company for such price per share. For purposes
          of the preceding sentence, the "price per share for which Common Stock
          is  issuable  upon  the  exercise  of  such  Options" is determined by
          dividing  (i)  the total amount, if any, received or receivable by the
          Company  as  consideration  for  the  issuance or granting of all such
          Options,  plus  the  minimum  aggregate  amount  of  additional
          consideration, if any, payable to the Company upon the exercise of all
          such  Options,  plus,  in  the case of Convertible Securities issuable
          upon  the  exercise  of  such Options, the minimum aggregate amount of
          additional  consideration  payable  upon  the  conversion  or exchange
          thereof  at  the  time  such  Convertible  Securities  first  become
          convertible  or  exchangeable,  by  (ii)  the  maximum total number of
          shares  of Common Stock issuable upon the exercise of all such Options
          (assuming  full  conversion of Convertible Securities, if applicable).
          No  further  adjustment  to  the  Exercise Price will be made upon the
          actual issuance of such Common Stock upon the exercise of such Options
          or  upon the conversion or exchange of Convertible Securities issuable
          upon  exercise  of  such  Options.

               (ii)  ISSUANCE  OF  CONVERTIBLE SECURITIES. If the Company in any
          manner  issues  or  sells  any  Convertible Securities, whether or not
          immediately  convertible  (other than where the same are issuable upon
          the  exercise  of  Options)  and  the price per share for which Common
          Stock  is  issuable  upon such conversion or exchange is less than the
          Market Price on the date of issuance, then the maximum total number of
          shares of Common Stock issuable upon the conversion or exchange of all
          such  Convertible  Securities  will, as of the date of the issuance of
          such  Convertible  Securities, be deemed to be outstanding and to have
          been  issued and sold by the Company for such price per share. For the
          purposes  of  the  preceding  sentence, the "price per share for which
          Common  Stock  is  issuable  upon  such  conversion  or  exchange"  is
          determined  by  dividing  (i)  the  total  amount, if any, received or
          receivable by the Company as consideration for the issuance or sale of
          all  such Convertible Securities, plus the minimum aggregate amount of
          additional  consideration,  if  any,  payable  to the Company upon the
          conversion or exchange thereof at the time such Convertible Securities
          first  become  convertible  or exchangeable, by (ii) the maximum total
          number  of  shares  of  Common  Stock  issuable upon the conversion or
          exchange  of all such Convertible Securities. No further adjustment to
          the  Exercise  Price  will  be  made  upon the actual issuance of such
          Common  Stock  upon  conversion  or  exchange  of  such  Convertible
          Securities.

               (iii)  CHANGE  IN  OPTION PRICE OR CONVERSION RATE. If there is a
          change  at  any  time  in  (i)  the amount of additional consideration
          payable  to  the  Company  upon  the exercise of any Options; (ii) the
          amount  of  additional  consideration,  if any, payable to the Company
          upon  the  conversion  or  exchange  of any Convertible Securities; or
          (iii)  the  rate  at  which any Convertible Securities are convertible
          into  or  exchangeable for Common Stock (other than under or by reason
          of  provisions  designed  to  protect  against dilution), the Exercise
          Price  in  effect at the time of such change will be readjusted to the
          Exercise  Price  which would have been in effect at such time had such
          Options  or Convertible Securities still outstanding provided for such
          changed  additional  consideration  or changed conversion rate, as the
          case  may  be,  at  the  time  initially  granted,  issued  or  sold.
<PAGE>
               (iv)  TREATMENT  OF  EXPIRED  OPTIONS AND UNEXERCISED CONVERTIBLE
          SECURITIES.
          If,  in  any case, the total number of shares of Common Stock issuable
          upon  exercise  of  any  Option  or upon conversion or exchange of any
          Convertible  Securities  is  not,  in  fact,  issued and the rights to
          exercise  such  Option  or  to  convert  or  exchange such Convertible
          Securities  shall  have expired or terminated, the Exercise Price then
          in  effect  will  be readjusted to the Exercise Price which would have
          been  in effect at the time of such expiration or termination had such
          Option  or  Convertible  Securities,  to  the  extent  outstanding
          immediately  prior  to  such  expiration or termination (other than in
          respect  of  the  actual  number of shares of Common Stock issued upon
          exercise  or  conversion  thereof),  never  been  issued.

               (v)  CALCULATION  OF CONSIDERATION RECEIVED. If any Common Stock,
          Options  or  Convertible  Securities  are  issued, granted or sold for
          cash, the consideration received therefor for purposes of this Warrant
          will  be the amount received by the Company therefor, before deduction
          of  reasonable  commissions,  underwriting  discounts or allowances or
          other  reasonable  expenses  paid  or  incurred  by  the  Company  in
          connection  with  such  issuance,  grant  or  sale. In case any Common
          Stock,  Options  or  Convertible  Securities  are issued or sold for a
          consideration  part  or  all  of  which  shall be other than cash, the
          amount  of  the  consideration other than cash received by the Company
          will  be  the  fair  value  of  such  consideration, except where such
          consideration  consists  of  securities,  in  which case the amount of
          consideration received by the Company will be the Market Price thereof
          as  of  the  date  of  receipt.  In  case any Common Stock, Options or
          Convertible  Securities are issued in connection with any acquisition,
          merger  or  consolidation  in  which  the  Company  is  the  surviving
          corporation, the amount of consideration therefor will be deemed to be
          the  fair  value of such portion of the net assets and business of the
          non-surviving  corporation  as  is  attributable to such Common Stock,
          Options  or Convertible Securities, as the case may be. The fair value
          of  any consideration other than cash or securities will be determined
          in  good  faith  by  the  Board  of  Directors  of  the  Company.

               (vi) EXCEPTIONS TO ADJUSTMENT OF EXERCISE PRICE. No adjustment to
          the Exercise Price will be made (i) upon the exercise of any warrants,
          options  or  convertible securities granted, issued and outstanding on
          the  date of issuance of this Warrant; (ii) upon the grant or exercise
          of  any  stock  or options which may hereafter be granted or exercised
          under any employee benefit plan, stock option plan or restricted stock
          plan  of  the Company now existing or to be implemented in the future,
          so  long  as  the  issuance  of such stock or options is approved by a
          majority  of  the independent members of the Board of Directors of the
          Company  or  a  majority  of the members of a committee of independent
          directors  established for such purpose; or (iii) upon the exercise of
          the  Warrants.

          (c)  SUBDIVISION OR COMBINATION OF COMMON STOCK. If the Company at any
     time  subdivides  (by  any  stock  split, stock dividend, recapitalization,
     reorganization,  reclassification  or otherwise) the shares of Common Stock
     acquirable  hereunder into a greater number of shares, then, after the date
     of  record  for  effecting  such  subdivision, the Exercise Price in effect
     immediately  prior  to such subdivision will be proportionately reduced. If
     the Company at any time combines (by reverse stock split, recapitalization,
     reorganization,  reclassification  or otherwise) the shares of Common Stock
     acquirable  hereunder into a smaller number of shares, then, after the date
     of  record  for  effecting  such  combination, the Exercise Price in effect
     immediately  prior  to  such combination will be proportionately increased.

<PAGE>
          (d)  ADJUSTMENT  IN  NUMBER  OF  SHARES.  Upon  each adjustment of the
     Exercise  Price  pursuant to the provisions of this Paragraph 4, the number
     of  shares  of Common Stock issuable upon exercise of this Warrant shall be
     adjusted  by  multiplying  a  number  equal to the Exercise Price in effect
     immediately  prior  to  such  adjustment  by the number of shares of Common
     Stock  issuable  upon  exercise  of  this Warrant immediately prior to such
     adjustment  and  dividing  the product so obtained by the adjusted Exercise
     Price.


          (e)CONSOLIDATION, MERGER OR SALE. In case of any consolidation of the
     Company  with,  or  merger of the Company into any other corporation, or in
     case of any sale or conveyance of all or substantially all of the assets of
     the Company other than in connection with a plan of complete liquidation of
     the  Company,  then as a condition of such consolidation, merger or sale or
     conveyance,  adequate  provision  will  be  made whereby the holder of this
     Warrant  will  have  the right to acquire and receive upon exercise of this
     Warrant  in  lieu  of  the  shares  of Common Stock immediately theretofore
     acquirable  upon  the  exercise  of  this  Warrant,  such  shares of stock,
     securities  or  assets  as  may  be issued or payable with respect to or in
     exchange  for  the number of shares of Common Stock immediately theretofore
     acquirable  and  receivable  upon  exercise  of  this  Warrant  had  such
     consolidation,  merger  or  sale or conveyance not taken place. In any such
     case,  the  Company  will  make  appropriate  provision  to insure that the
     provisions  of  this  Paragraph  4  hereof will thereafter be applicable as
     nearly  as  may  be  in  relation  to  any  shares  of  stock or securities
     thereafter  deliverable upon the exercise of this Warrant. The Company will
     not  effect any consolidation, merger or sale or conveyance unless prior to
     the  consummation  thereof,  the  successor  corporation (if other than the
     Company) assumes by written instrument the obligations under this Paragraph
     4  and the obligations to deliver to the holder of this Warrant such shares
     of  stock,  securities  or  assets  as,  in  accordance  with the foregoing
     provisions,  the  holder  may  be  entitled  to  acquire.


          (f)  DISTRIBUTION OF ASSETS. In case the Company shall declare or make
     any  distribution of its assets (including cash) to holders of Common Stock
     as  a  partial  liquidating  dividend,  by  way  of  return  of  capital or
     otherwise,  then,  after  the  date  of record for determining stockholders
     entitled  to  such distribution, but prior to the date of distribution, the
     holder  of this Warrant shall be entitled upon exercise of this Warrant for
     the purchase of any or all of the shares of Common Stock subject hereto, to
     receive  the  amount  of  such  assets which would have been payable to the
     holder  had  such  holder been the holder of such shares of Common Stock on
     the  record  date  for  the  determination of stockholders entitled to such
     distribution.


          (g)  NOTICE  OF  ADJUSTMENT.  Upon  the  occurrence of any event which
     requires any adjustment of the Exercise Price, then, and in each such case,
     the  Company shall give notice thereof to the holder of this Warrant, which
     notice  shall  state  the Exercise Price resulting from such adjustment and
     the  increase  or  decrease  in the number of Warrant Shares purchasable at
     such  price upon exercise, setting forth in reasonable detail the method of
     calculation  and  the  facts  upon  which  such  calculation is based. Such
     calculation  shall  be  certified  by  the  Chief  Financial Officer of the
     Company.


          (h)  MINIMUM  ADJUSTMENT  OF  EXERCISE  PRICE.  No  adjustment  of the
     Exercise  Price  shall be made in an amount of less than 1% of the Exercise
     Price  in  effect  at  the time such adjustment is otherwise required to be
     made,  but any such lesser adjustment shall be carried forward and shall be
     made  at  the  time and together with the next subsequent adjustment which,

<PAGE>
     together  with any adjustments so carried forward, shall amount to not less
     than  1%  of  such  Exercise  Price.


          (i)  NO FRACTIONAL SHARES. No fractional shares of Common Stock are to
     be  issued  upon  the exercise of this Warrant, but the Company shall pay a
     cash adjustment in respect of any fractional share which would otherwise be
     issuable  in  an amount equal to the same fraction of the Market Price of a
     share  of  Common  Stock  on  the  date  of  such  exercise.


          (j)  OTHER  NOTICES.  In  case  at  any  time:

               (i)  the Company shall declare any dividend upon the Common Stock
          payable in shares of stock of any class or make any other distribution
          (including  dividends or distributions payable in cash out of retained
          earnings)  to  the  holders  of  the  Common  Stock;


               (ii)  the  Company  shall  offer for subscription pro rata to the
          holders  of  the  Common  Stock  any additional shares of stock of any
          class  or  other  rights;


               (iii)  there shall be any capital reorganization of the Company,
          or reclassification of the Common Stock, or consolidation or merger of
          the  Company  with  or  into, or sale of all or substantially all its
          assets  to,  another  corporation  or  entity;  or


               (iv)  there  shall  be  a  voluntary or involuntary dissolution,
          liquidation or winding up of the Company; then, in each such case, the
          Company  shall  give  to  the holder of this Warrant (a) notice of the
          date  on  which the books of the Company shall close or a record shall
          be  taken  for  determining  the  holders  of Common Stock entitled to
          receive  any  such  dividend, distribution, or subscription rights or
          for  determining  the  holders  of  Common  Stock  entitled to vote in
          respect  of  any such reorganization, reclassification, consolidation,
          merger,  sale,  dissolution,  liquidation or winding-up and (b) in the
          case  of  any  such  reorganization,  reclassification, consolidation,
          merger,  sale,  dissolution,  liquidation or winding-up, notice of the
          date (or, if not then known, a reasonable approximation thereof by the
          Company)  when  the  same  shall  take  place.  Such notice shall also
          specify  the  date  on  which  the  holders  of  Common Stock shall be
          entitled  to  receive  such  dividend,  distribution,  or subscription
          rights or to exchange their Common Stock for stock or other securities
          or  property  deliverable upon such reorganization, re-classification,
          consolidation, merger, sale, dissolution, liquidation, or winding-up,
          as  the case may be. Such notice shall be given at least 30 days prior
          to the record date or the date on which the Company's books are closed
          in  respect  thereto.  Failure  to  give any such notice or any defect
          therein  shall  not affect the validity of the proceedings referred to
          in  clauses  (i),  (ii),  (iii)  and  (iv)  above.


          (k)  CERTAIN  EVENTS.  If any event occurs of the type contemplated by
     the  adjustment  provisions  of this Paragraph 4 but not expressly provided
     for  by  such  provisions,  the  Company  will give notice of such event as
     provided  in  Paragraph  4(g)  hereof, and the Company's Board of Directors
     will make an appropriate adjustment in the Exercise Price and the number of
     shares of Common Stock acquirable upon exercise of this Warrant so that the
     rights  of  the  holder  shall  be  neither enhanced nor diminished by such
     event.

<PAGE>
          (l)  CERTAIN  DEFINITIONS.

               (i)  "COMMON  STOCK  DEEMED OUTSTANDING" shall mean the number of
          shares  of  Common Stock actually outstanding (not including shares of
          Common  Stock  held in the treasury of the Company), plus (x) pursuant
          to  Paragraph  4(b)(i)  hereof,  the maximum total number of shares of
          Common  Stock issuable upon the exercise of Options, as of the date of
          such  issuance  or  grant of such Options, if any, and (y) pursuant to
          Paragraph  4(b)(ii)  hereof,  the  maximum  total  number of shares of
          Common  Stock  issuable  upon  conversion  or  exchange of Convertible
          Securities, as of the date of issuance of such Convertible Securities,
          if  any.

               (ii) "MARKET PRICE," as of any date, (i) means the average of the
          last  reported sale prices for the shares of Common Stock on the OTCBB
          for  the  five  (5)  Trading  Days  immediately preceding such date as
          reported  by  Bloomberg,  or  (ii)  if  the OTCBB is not the principal
          trading market for the shares of Common Stock, the average of the last
          reported  sale  prices  on the principal trading market for the Common
          Stock  during  the  same  period as reported by Bloomberg, or (iii) if
          market  value  cannot  be  calculated  as  of  such date on any of the
          foregoing  bases,  the  Market Price shall be the fair market value as
          reasonably  determined  in good faith by (a) the Board of Directors of
          the Company or, at the option of a majority-in-interest of the holders
          of  the  outstanding Warrants by (b) an independent investment bank of
          nationally  recognized standing in the valuation of businesses similar
          to  the  business  of  the  corporation. The manner of determining the
          Market Price of the Common Stock set forth in the foregoing definition
          shall  apply  with respect to any other security in respect of which a
          determination  as  to  market  value  must  be  made  hereunder.

               (iii)  "COMMON STOCK," for purposes of this Paragraph 4, includes
          the Common Stock, par value $.0001 per share, and any additional class
          of  stock  of  the  Company  having  no  preference as to dividends or
          distributions  on  liquidation,  provided  that the shares purchasable
          pursuant  to  this  Warrant shall include only shares of Common Stock,
          par  value  $.0001  per  share,  in  respect  of which this Warrant is
          exercisable,  or  shares resulting from any subdivision or combination
          of  such  Common  Stock,  or  in  the  case  of  any  reorganization,
          reclassification,  consolidation,  merger,  or  sale  of the character
          referred to in Paragraph 4(e) hereof, the stock or other securities or
          property  provided  for  in  such  Paragraph.

     5.  ISSUE  TAX.  The  issuance  of certificates for Warrant Shares upon the
exercise  of  this  Warrant  shall  be made without charge to the holder of this
Warrant  or  such shares for any issuance tax or other costs in respect thereof,
provided  that  the  Company  shall  not be required to pay any tax which may be
payable  in respect of any transfer involved in the issuance and delivery of any
certificate  in  a  name  other  than  the  holder  of  this  Warrant.

     6. NO RIGHTS OR LIABILITIES AS A SHAREHOLDER. This Warrant shall not
entitle the holder hereof to any voting rights or other rights as a stockholder
of the Company. No provision of this Warrant, in the absence of affirmative
action by the holder hereof to purchase Warrant Shares, and no mere enumeration
herein of the rights or privileges of the holder hereof, shall give rise to any
liability of such holder for the Exercise Price or as a shareholder of the
Company, whether such liability is asserted by the Company or by creditors of
the Company.
<PAGE>
7.     TRANSFER,  EXCHANGE,  AND  REPLACEMENT  OF  WARRANT.

          (a)  RESTRICTION  ON  TRANSFER. This Warrant and the rights granted to
     the  holder hereof are transferable, in whole or in part, upon surrender of
     this  Warrant,  together  with  a  properly executed assignment in the form
     attached  hereto,  at  the  office  or agency of the Company referred to in
     Paragraph  7(e)  below, pro-vided, however, that any transfer or assignment
     shall  be  subject to the conditions set forth in Paragraph 7(f) hereof and
     to  the  applicable  provisions of the Securities Purchase Agreement. Until
     due  presentment  for registration of transfer on the books of the Company,
     the  Company may treat the registered holder hereof as the owner and holder
     hereof  for  all  purposes,  and  the  Company shall not be affected by any
     notice to the con-trary. Notwithstanding anything to the contrary contained
     herein,  the  registration  rights  described in Paragraph 8 are assignable
     only  in accordance with the provisions of that certain Registration Rights
     Agreement  of  even  date  herewith  by and among the Company and the other
     signatories  thereto  (the  "Registration  Rights  Agreement").

          (b) WARRANT EXCHANGEABLE FOR DIFFERENT DENOMINA-TIONS. This Warrant is
     exchange-able, upon the surrender hereof by the holder hereof at the office
     or  agency  of  the  Company  referred  to in Paragraph 7(e) below, for new
     Warrants  of like tenor representing in the aggregate the right to purchase
     the number of shares of Common Stock which may be purchased hereunder, each
     of  such  new  Warrants  to  represent the right to purchase such number of
     shares  as  shall  be  designated  by the holder hereof at the time of such
     surrender.

          (c)  REPLACEMENT  OF  WARRANT.  Upon  receipt  of evi-dence reasonably
     satisfactory  to the Company of the loss, theft, destruction, or mutilation
     of this  Warrant  and,  in  the  case  of  any  such  loss,  theft, or
     destruction,  upon  delivery  of  an  indemnity  agreement  reason-ably
     satisfactory in form and amount to the Company, or, in the case of any such
     mutilation,  upon  surrender and cancellation of this Warrant, the Company,
     at its expense, will execute and deliver, in lieu thereof, a new Warrant of
     like  tenor.

          (d)  CANCELLATION;  PAYMENT  OF  EXPENSES.  Upon the surrender of this
     Warrant  in  connection  with  any  trans-fer,  exchange, or replacement as
     provided  in  this  Paragraph 7, this Warrant shall be promptly canceled by
     the  Company.  The  Company  shall  pay  all  taxes  (other than securities
     transfer  taxes) and all other expenses (other than legal expenses, if any,
     incurred  by  the  holder or transferees) and charges payable in connection
     with  the preparation, execution, and delivery of Warrants pursuant to this
     Paragraph  7.

          (e)  REGISTER.  The Company shall maintain, at its principal executive
     offices  (or such other office or agency of the Company as it may designate
     by  notice to the holder hereof), a register for this Warrant, in which the
     Company  shall record the name and address of the person in whose name this
     Warrant has been issued, as well as the name and address of each transferee
     and  each  prior  owner  of  this  Warrant.

          (f)  EXERCISE OR TRANSFER WITHOUT REGISTRATION. If, at the time of the
     surrender  of  this  Warrant  in connection with any exercise, transfer, or
     exchange  of  this  Warrant, this Warrant (or, in the case of any exercise,
     the  Warrant  Shares issuable hereunder), shall not be registered under the
     Securities  Act  of  1933,  as  amended  (the  "Securities  Act") and under
     applicable state securities or blue sky laws, the Company may require, as a
     condition  of  allowing  such exercise, transfer, or exchange, (i) that the
     holder  or  transferee  of this Warrant, as the case
<PAGE>
     may  be, furnish to the Company a written opinion of counsel, which opinion
     and  counsel  are  acceptable  to  the  Company,  to  the  effect that such
     exercise, transfer, or exchange may be made without registration under said
     Act  and  under applicable state securities or blue sky laws, (ii) that the
     holder  or  transferee  execute  and  deliver  to the Company an investment
     letter  in  form and substance acceptable to the Company and (iii) that the
     transferee  be  an  "accredited  investor"  as  defined  in  Rule  501(a)
     promulgated under the Securities Act; provided that no such opinion, letter
     or  status as an "accredited investor" shall be required in connection with
     a  transfer pursuant to Rule 144 under the Securities Act. The first holder
     of  this Warrant, by taking and holding the same, represents to the Company
     that  such  holder  is acquiring this Warrant for investment and not with a
     view  to  the  distribution  thereof.

     8.  REGISTRATION  RIGHTS.  The  initial holder of this Warrant (and certain
assignees  thereof)  is  entitled  to the benefit of such registration rights in
respect  of the Warrant Shares as are set forth in Section 2 of the Registration
Rights  Agreement.

     9.  NOTICES.  All  notices, requests, and other com-munications required or
permitted to be given or delivered hereunder to the holder of this Warrant shall
be  in writing, and shall be personally delivered, or shall be sent by certified
or  registered mail or by recognized overnight mail courier, postage prepaid and
addressed,  to  such holder at the address shown for such holder on the books of
the  Company,  or  at  such  other  address  as shall have been furnished to the
Company  by  notice  from  such  holder.  All  notices,  requests,  and  other
communications  required  or permitted to be given or delivered hereunder to the
Company shall be in writing, and shall be personally delivered, or shall be sent
by certified or registered mail or by recognized overnight mail courier, postage
prepaid  and  addressed,  to the office of the Company at 4 Mulford Place, Suite
2G, Hempstead, NY 11550, Attention: President and Chief Executive Officer, or at
such other address as shall have been furnished to the holder of this Warrant by
notice from the Company. Any such notice, request, or other communication may be
sent by facsimile, but shall in such case be subsequently confirmed by a writing
personally  delivered  or  sent by certified or registered mail or by recognized
overnight  mail  courier  as  provided  above.  All notices, requests, and other
communications  shall  be  deemed  to  have been given either at the time of the
receipt thereof by the person entitled to re-ceive such notice at the address of
such  person  for  purposes  of this Paragraph 9, or, if mailed by registered or
certified mail or with a recognized overnight mail courier upon deposit with the
United  States Post Office or such overnight mail courier, if postage is prepaid
and  the  mailing  is  properly  addressed,  as  the  case  may  be.

     10.  GOVERNING  LAW.  THIS  WARRANT  SHALL  BE  ENFORCED,  GOVERNED  BY AND
CONSTRUED  IN  ACCORDANCE  WITH  THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO
AGREEMENTS  MADE AND TO BE PERFORMED ENTIRELY WITH SUCH STATE, WITHOUT REGARD TO
THE  PRINCIPLES  OF  CONFLICT  OF  LAWS. THE PARTIES HERETO HEREBY SUBMIT TO THE
EXCLUSIVE  JURISDICTION OF THE UNITED STATES FEDERAL COURTS LOCATED IN NEW YORK,
NEW  YORK WITH RESPECT TO ANY DISPUTE ARISING UNDER THIS WARRANT, THE AGREEMENTS
ENTERED  INTO  IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR
THEREBY.  BOTH PARTIES IRREVOCABLY WAIVE THE DEFENSE OF AN INCONVENIENT FORUM TO
THE  MAINTENANCE  OF  SUCH  SUIT  OR PROCEEDING. BOTH PARTIES FURTHER AGREE THAT
SERVICE  OF  PROCESS  UPON  A  PARTY  MAILED  BY  FIRST  CLASS  MAIL

<PAGE>

SHALL  BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON THE PARTY IN
ANY SUCH SUIT OR PROCEEDING. NOTHING HEREIN SHALL AFFECT EITHER PARTY'S RIGHT TO
SERVE  PROCESS  IN  ANY OTHER MANNER PERMITTED BY LAW. BOTH PARTIES AGREE THAT A
FINAL NON-APPEALABLE JUDGMENT IN ANY SUCH SUIT OR PROCEEDING SHALL BE CONCLUSIVE
AND  MAY  BE  ENFORCED IN OTHER JURISDICTIONS BY SUIT ON SUCH JUDGMENT OR IN ANY
OTHER  LAWFUL  MANNER.  THE  PARTY WHICH DOES NOT PREVAIL IN ANY DISPUTE ARISING
UNDER  THIS  WARRANT  SHALL  BE RESPONSIBLE FOR ALL FEES AND EXPENSES, INCLUDING
ATTORNEYS'  FEES,  INCURRED  BY  THE  PREVAILING  PARTY  IN CONNECTION WITH SUCH
DISPUTE.

     11.  MISCELLANEOUS.
          (a)  AMENDMENTS.  This  Warrant  and  any provision hereof may only be
     amended  by  an  instrument in writing signed by the Company and the holder
     hereof.

          (b)  DESCRIPTIVE  HEADINGS.  The  descriptive  headings of the several
     paragraphs  of  this  Warrant are in-serted for purposes of reference only,
     and  shall  not affect the meaning or construction of any of the provisions
     hereof.

          (c)  CASHLESS  EXERCISE.  Notwithstanding  anything  to  the  contrary
     contained  in  this  Warrant,  if  the  resale of the Warrant Shares by the
     holder  is  not  then  registered  pursuant  to  an  effective registration
     statement  under  the  Securities  Act,  this  Warrant  may be exercised by
     presentation  and surrender of this Warrant to the Company at its principal
     executive offices with a written notice of the holder's intention to effect
     a  cashless  exercise,  including  a calculation of the number of shares of
     Common  Stock  to be issued upon such exercise in accordance with the terms
     hereof  (a  "Cashless  Exercise").  In the event of a Cashless Exercise, in
     lieu  of paying the Exercise Price in cash, the holder shall surrender this
     Warrant for that number of shares of Common Stock determined by multiplying
     the  number  of Warrant Shares to which it would otherwise be entitled by a
     fraction,  the  numerator of which shall be the difference between the then
     current  Market Price per share of the Common Stock and the Exercise Price,
     and  the  denominator  of  which shall be the then current Market Price per
     share  of  Common  Stock.  For example, if the holder is exercising 100,000
     Warrants  with  a  per  Warrant exercise price of $0.75 per share through a
     cashless exercise when the Common Stock's current Market Price per share is
     $2.00  per  share, then upon such Cashless Exercise the holder will receive
     62,500  shares  of  Common  Stock.


          (d)  REMEDIES.  The  Company  acknowledges  that a breach by it of its
     obligations  hereunder  will  cause  irreparable  harm  to  the  holder, by
     vitiating  the  intent  and purpose of the transaction contemplated hereby.
     Accordingly,  the  Company acknowledges that the remedy at law for a breach
     of its obligations under this Warrant will be inadequate and agrees, in the
     event  of a breach or threatened breach by the Company of the provisions of
     this  Warrant,  that the holder shall be entitled, in addition to all other
     available  remedies  at  law or in equity, and in addition to the penalties
     assessable  herein, to an injunction or injunctions restraining, preventing
     or  curing any breach of this Warrant and to enforce specifically the terms
     and  provisions thereof, without the necessity of showing economic loss and
     without  any  bond  or  other  security  being  required.

<PAGE>
     IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by its
duly  authorized  officer.

                                     TORBAY  HOLDINGS,  INC.


                                      By:  _______________________________
                                      William  Thomas  Large
                                      President  and  Chief  Executive  Officer

Dated  as  of  May  15,  2002

<PAGE>
                           FORM OF EXERCISE AGREEMENT

                                             Dated:  ________  __,  200_

To:     Torbay  Holdings,  Inc.


     The  undersigned,  pursuant  to  the  provisions  set  forth  in the within
Warrant,  hereby  agrees  to purchase ________ shares of Common Stock covered by
such  Warrant,  and  makes  pay-ment  herewith in full therefor at the price per
share provided by such Warrant in cash or by certified or official bank check in
the  amount of, or, if the resale of such Common Stock by the undersigned is not
currently  registered  pursuant to an effective registration statement under the
Securities  Act  of  1933,  as amended, by surrender of securities issued by the
Company  (including a portion of the Warrant) having a market value (in the case
of a portion of this Warrant, determined in accordance with Section 11(c) of the
Warrant)  equal  to $_________.  Please issue a certificate or certifi-cates for
such  shares  of Common Stock in the name of and pay any cash for any fractional
share  to:

                             Name:     ______________________________


                             Signature:
                             Address:____________________________
                                     ____________________________


Note:     The  above  signature  should  correspond exactly with the name on the
face  of  the  within  Warrant,  if  applicable.

and,  if  said  number  of  shares  of  Common Stock shall not be all the shares
purchasable  under the within Warrant, a new Warrant is to be issued in the name
of  said  undersigned  covering the balance of the shares purchasable thereunder
less  any  frac-tion  of  a  share  paid  in  cash.

<PAGE>
                               FORM OF ASSIGNMENT


     FOR  VALUE  RECEIVED,  the undersigned hereby sells, assigns, and transfers
all  the rights of the undersigned under the within Warrant, with respect to the
number  of  shares  of Common Stock covered thereby set forth herein below, to:

Name  of  Assignee               Address                         No  of  Shares
------------------               -------                         --------------



,  and  hereby  irrevocably  constitutes  and  appoints
___________________________________  as  agent and attorney-in-fact to transfer
said  Warrant  on  the books of the within-named corporation, with full power of
substitution  in  the  premises.

Dated:     ________  __,  200_

In  the  presence of:        ______________________________
                        Name:______________________________

                        Signature:_________________________
                        Title  of  Signing  Officer  or  Agent  (if  any):  ____
                                     ______________________________
                        Address:     ______________________________
                                     ______________________________


Note:     The  above  signature  should  correspond exactly with the name on the
face  of  the  within  Warrant,  if  applicable.