Exhibit 10.7

                               WARRANT CERTIFICATE


 ___________________ Warrants



                              TOMBSTONE CARDS, INC.

                                   REDEEMABLE
                              UNIT PURCHASE WARRANT


Warrant Number

W-   U1                                                  CUSIP:
_______________                                                _________________




                    Warrants for the Purchase of Units of the
                          no par value Common Stock of

                              TOMBSTONE CARDS, INC.

1.  This is to  certify  that,  when  this  Warrant  has been  countersigned  as
hereinafter provided,

                          GARDEN STATE SECURITIES, INC.
                       -----------------------------------
                              ("Registered Holder")

or  registered  assigns,  is  entitled  to  purchase,  subject  to the terms and
conditions hereinafter set forth, at any time from and after August 31, 2006 for
a  three-year  period  until August 31,  2009,  which  three-year  period may be
extended by the Company upon written notice to the Registered Holder hereof,

one (1) Unit,  consisting of one Share of Common Stock and two Warrants,  an "A"
Warrant  and a "B"  Warrant  to  purchase  common  Stock  at  $2.00  and  $5.00,
respectively  ("Unit") of Tombstone Cards, Inc. each one (1) Warrant  exercised,
at a purchase  price of $0.60 per share,  and receive a  certificate(s)  for the
Units and Warrants so purchased, upon presentation and surrender to the Company,
with the subscription duly executed,  and accompanied by payment of the purchase
price of each Unit purchased,  either in cash,  certified  funds,  bank cashiers
check or bank check, payable to the order of the Company.  Fractional Units will
not be issued upon the exercise of this Warrant.


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2. The Company  covenants and agrees that all shares of Common Stock or Warrants
which may be delivered upon the exercise of this Warrant will, upon delivery, be
free from all taxes,  liens and charges  with  respect to the  purchase  thereof
hereunder.  However,  the Company  shall not be  obligated to deliver any Units,
Shares and Warrants pursuant to the exercise of this Warrant,  unless and until,
a current  Registration  Statement under the Securities Act of 1933, as amended,
with respect to such Units, Shares, and Warrants remains effective.  The Company
covenants  and  agrees  and will  use its best  efforts  to  cause  its  current
Registration   Statement  to  become  effective.   This  Warrant  shall  not  be
exercisable in any state where such exercise would be unlawful. The Company will
attempt  to qualify  the  shares  represented  by this  Warrant  for sale in all
jurisdictions where holders of the Company's Warrants reside.

3. The  number  of Units and  resulting  Shares  of  Common  Stock and  Warrants
purchasable  upon the exercise of this  Warrant and the purchase  price shall be
subject to adjustment from time to time as set forth below:

         REORGANIZATION, RECLASSIFICATION, CONSOLIDATION, MERGER OR SALE.

                  If any recapitalization, reclassification or reorganization of
         the capital stock of the Company, or any consolidation or merger of the
         Company with another  corporation,  or the sale of all or substantially
         all of its assets or other  transaction shall be effected in such a way
         that  holders of Common  Stock  shall be  entitled  to  receive  stock,
         securities, or other assets or property (an "Organic Change"), then, as
         a condition of such  Organic  Change,  lawful and  adequate  provisions
         shall be made by the Company whereby the Holder hereof shall thereafter
         have the right, upon exercise of this Warrant,  to purchase and receive
         (in lieu of the Shares of the Common  Stock of the Company  immediately
         theretofore  purchasable and receivable upon the exercise of the rights
         represented by this Warrant) such Shares of stock, Units, securities or
         other assets or property as may be issued or payable with respect to or
         in exchange  for a number of  outstanding  shares of such Common  Stock
         equal to the  number  of  Shares  or Units  of such  stock  immediately
         theretofore  purchasable and receivable upon the exercise of the rights
         represented  by this  Warrant.  In the  event  of any  Organic  Change,
         appropriate  provision shall be made by the Company with respect to the
         rights and  interests of the Holder of this Warrant to the end that the
         provisions  hereof  (including,  without  limitation,   provisions  for
         adjustments  of the Exercise Price and of the number of Shares or Units
         purchasable  and  receivable  upon the exercise of this Warrant)  shall
         thereafter be  applicable,  in relation to any Shares of stock,  Units,
         securities or assets  thereafter  deliverable upon the exercise hereof.
         The  Company  will not  effect any such  consolidation,  merger or sale
         unless, prior to the consummation  thereof,  the successor  corporation
         (if other than the Company)  resulting from such  consolidation  or the
         corporation  purchasing such assets shall assume by written  instrument
         executed  and  mailed or  delivered  to the  Holder  hereof at the last
         address  of such  Holder  appearing  on the books of the  Company,  the
         obligation to deliver to such Holder,  upon  Holder's  exercise of this
         Warrant and payment of the purchase price in accordance  with the terms
         hereof,  such  Shares  of stock,  Units,  securities  or assets  as, in
         accordance with the foregoing  provisions,  such Holder may be entitled
         to purchase.


                                      -2-
<PAGE>



                  No adjustment of the Exercise Price, however, shall be made in
         an amount less than $.01 per Unit, but any such lesser adjustment shall
         be carried  forward and shall be made at the time and together with the
         next  subsequent  adjustment  which  together with any  adjustments  so
         carried forward shall amount to $.01 per Unit or more.

4. This  Warrant  shall be callable and  redeemable  by the Company upon 30 days
written notice to the  Registered  Holder of this Warrant at $0.001 per warrant,
if not exercised prior thereto.

5. The Company  agrees at all times to reserve or hold  available  a  sufficient
number of shares of its Common Stock to cover the number of shares issuable upon
the exercise of this and other Warrants of like tenor then outstanding.

6. This  Warrant  does not entitle the  Registered  Holder  hereof to any voting
rights or other rights as a shareholder  of the Company,  or to any other rights
whatsoever except the rights set forth in this Warrant, and no dividend shall be
payable or accrue in respect of this Warrant or the interest represented hereby,
or the share purchasable  hereunder,  until or unless,  and except to the extent
that, this Warrant shall be exercised.

7. This Warrant is  exchangeable  upon the  surrender  hereof by the  Registered
Holder  to  the  Warrant  Agent  for  new  Warrants  of  like  tenor  and  date,
representing  in the  aggregate  the  right to  purchase  the  number  of shares
purchasable  hereunder,  each of such new  Warrants  to  represent  the right to
purchase such numbers as may be designated by the Registered  Holder at the time
of such surrender.  From the date this offering is closed,  this Warrant and all
rights hereunder shall be transferable  separately from the stock certificate to
which it is  attached  by the  Registered  Holder  hereof  in  person or by duly
authorized  attorney on the books of the Company upon surrender of this Warrant,
properly endorsed, to the Company. The Company may deem and treat the Registered
Holder of this Warrant at any time as the absolute owner hereof for all purposes
and shall not be affected by any notice to the contrary.

8.       REGISTRATION RIGHTS

         (a) If at any time the Company  proposes to register  the sale of Units
or Shares of Common Stock  (whether  for itself or any of its security  holders)
under the  Securities Act and the  registration  form to be used may be used for
the registration of shares underlying this Warrant (a "Piggyback Registration"),
the Company shall give prompt  written  notice to the Holder of its intention to
effect such a registration and, subject to Section 8 (b) below, shall include in
such  registration  all Units or Shares of Common Stock  underlying this Warrant
with  respect to which the Company has  received  Holder's  written  request for
inclusion in such  registration,  provided that such request must be received by
Company  within 20 days after the date of the  Company's  notice to Holder.  The
Registration  Expenses  in all  Piggyback  Registrations  shall  be  paid by the
Company.

                                      -3-

<PAGE>



         (b) If a Piggyback Registration is an underwritten primary registration
on behalf of the Company or a successor,  and the managing  underwriters  advise
the  Company in  writing  that in their  opinion  the number of shares of Common
Stock requested to be included in such registration exceeds the number which can
be sold in such offering without  adversely  affecting the  marketability of the
offering, the Company shall exclude from such registrations the excess amount of
shares of Common Stock,  and shall include in such  registration  (i) first, the
securities  the Company  proposes to sell;  (ii) second,  shares of Common Stock
requested to be included in such  registration  by the holders of all securities
of the Company  having  registration  rights,  pro rata among the owners of such
securities  on the basis of the number of shares of Common  Stock or  equivalent
shares of  Common  Stock  owned by each  such  owner,  and  (iii)  third,  other
securities  requested  to be included  in such  registration,  in the  Company's
discretion.

         (c) Whenever the Holder has  requested  that any shares of Common Stock
underlying  this Warrant be  registered  pursuant to this Section 8, the Company
shall use its best efforts to effect the registration and the sale of such Units
or Shares in accordance  with the intended  method of disposition  thereof,  and
pursuant thereto the Company shall as expeditiously as possible:

               (i)  notify the Holder of the  effectiveness of each registration
                    statement  filed  hereunder  and  prepare  and file with the
                    Securities  and  Exchange  Commission  such  amendments  and
                    supplements   to  such   registration   statement   and  the
                    prospectus used in connection  therewith as may be necessary
                    to keep such registration  statement  effective for a period
                    of not less than 180 days and comply with the  provisions of
                    the  Securities  Act with respect to the  disposition of all
                    securities  covered by such  registration  statement  during
                    such  period in  accordance  with the  intended  methods  of
                    disposition  by  the  sellers  thereof  set  forth  in  such
                    registration statement;

               (ii) furnish   the   Holder   such   number  of  copies  of  such
                    registration   statement,   each  amendment  and  supplement
                    thereto,   the  prospectus  included  in  such  registration
                    statement  (including each preliminary  prospectus) and such
                    other  documents  as such seller may  reasonably  request in
                    order to facilitate the  disposition of the shares of Common
                    Stock underlying this Warrant;

               (iii)use its best  efforts  to  register  or  qualify  the Units,
                    Warrants or Shares of Common Stock  underlying  this Warrant
                    under  such  other  securities  or  blue  sky  laws  of such
                    jurisdictions as Holder  reasonably  requests and do any and
                    all other acts and things which may be reasonably  necessary
                    or advisable to enable Holder to consummate the  disposition
                    in  such   jurisdictions  of  the  shares  of  Common  Stock
                    underlying this Warrant (provided that the Company shall not
                    be required to (A) qualify  generally  to do business in any
                    jurisdiction  where it would not  otherwise  be  required to
                    qualify  but for this  subsection,  (B)  subject  itself  to

                                      -4-
<PAGE>

                    taxation in any such  jurisdiction or (C) consent to general
                    service of process in any such jurisdiction);

               (iv) notify  Holder,  at  any  time  when a  prospectus  relating
                    thereto is required  to be  delivered  under the  Securities
                    Act, of the  happening of any event as a result of which the
                    prospectus included in such registration  statement contains
                    an untrue  statement  of a  material  fact or omits any fact
                    necessary  to make the  statements  therein not  misleading,
                    whereupon  Holder  shall  cease  distributing  any shares of
                    Common  Stock until,  at the request of Holder,  the Company
                    shall prepare a supplement  or amendment to such  prospectus
                    so that, as thereafter  delivered to the  purchasers of such
                    shares of Common Stock, such prospectus shall not contain an
                    untrue  statement  of a  material  fact or omit to state any
                    fact   necessary   to  make  the   statements   therein  not
                    misleading; and

               (v)  use its best efforts to comply with all applicable rules and
                    regulations of the Securities and Exchange  Commission,  and
                    in the event of the  issuance  of any stop order  suspending
                    the  effectiveness  of a registration  statement,  or of any
                    order  suspending  or  preventing  the  use of  any  related
                    prospectus or  suspending  the  qualification  of any equity
                    securities included in such registration  statement for sale
                    in any jurisdiction,  the Company shall use its best efforts
                    promptly to obtain the withdrawal of such order.

         (d) All expenses incident to the Company's performance of or compliance
with this Section 8, including  without  limitation all  registration and filing
fees,  fees and expenses of compliance  with  securities or blue sky laws,  NASD
fees,   printing   expenses,   messenger  and  delivery   expenses,   fees  arid
disbursements  of  custodians,  and fees and  disbursements  of counsel  for the
Company and all independent  certified public accountants,  fees (up to $5,000),
and  disbursements  of one  counsel  for  the  Holder,  underwriters  (excluding
discounts and  commissions)  and other persons retained by the Company (all such
expenses  being herein called  "Registration  Expenses"),  shall be borne by the
Company as provided in this Section 8.

         (e) The Company  agrees to indemnify,  to the extent  permitted by law,
Holder,  its officers and directors and each person who controls  Holder (within
the  meaning  of the  Securities  Act)  against  all  losses,  claims,  damages,
liabilities  and expenses  caused by any untrue or alleged  untrue  statement of
material  fact  contained in any  registration  statement  filed by the Company,
prospectus  prepared by the Company or  preliminary  prospectus or any amendment
thereof or supplement  thereto or any omission or alleged omission of a material
fact required to be stated therein or necessary to make the  statements  therein
not  misleading,  except  insofar as the same are caused by or  contained in any
information  furnished  in writing to the  Company by Holder  expressly  for use
therein or by Holder's failure to deliver a copy of the  registration  statement
or prospectus or any  amendments  or  supplements  thereto after the Company has
furnished  Holder with a sufficient  number of copies of the same. In connection

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<PAGE>

with an underwritten  offering,  the Company shall indemnify such  underwriters,
their  officers and  directors  and each person who controls  such  underwriters
(within  the  meaning  of the  Securities  Act) to at least  the same  extent as
provided above with respect to the  indemnification  of the Holder issued by the
Company.

         (f) In connection  with any  registration  statement in which Holder is
participating,  each  Holder  shall  furnish  to the  Company  in  writing  such
information  and  affidavits  as the  Company  reasonably  requests  for  use in
connection with any such registration statement or prospectus and, to the extent
permitted by law,  shall  indemnify the Company,  its directors and officers and
each person who controls the Company  (within the meaning of the Securities Act)
against any losses, claims, damages, liabilities and expenses resulting from any
untrue  or  alleged   untrue   statement  of  material  fact  contained  in  the
registration  statement,  prospectus or preliminary  prospectus or any amendment
thereof or supplement  thereto or any omission or alleged omission of a material
fact required to be stated therein or necessary to make the  statements  therein
not misleading, but only to the extent that such untrue statement or omission is
contained in any information or affidavit so furnished in writing by Holder.

         (g) Any person entitled to  indemnification  under this Section 8 shall
(i) give  prompt  written  notice to the  indemnifying  party of any claim  with
respect to which it seeks  indemnification  (provided  that the  failure to give
prompt notice shall not impair any person's right to  indemnification  hereunder
to the extent such failure has not prejudiced the  indemnifying  party) and (ii)
unless in such indemnified  party's  reasonable  judgment a conflict of interest
between such indemnified and indemnifying parties may exist with respect to such
claim,  permit such indemnifying  party to assume the defense of such claim with
counsel  reasonably  satisfactory to the  indemnified  party. If such defense is
assumed,  the  indemnifying  party shall not be subject to any liability for any
settlement  made by the indemnified  party without its consent.  An indemnifying
party who is not  entitled  to, or elects not to,  assume the defense of a claim
shall not be obligated to pay the fees and expenses of more than one counsel for
all parties  indemnified by such indemnifying  party with respect to such claim,
unless  in the  reasonable  judgment  of any  indemnified  party a  conflict  of
interest  may  exist  between  such  indemnified  party  and any  other  of such
indemnified parties with respect to such claim.

         (h) The indemnification  provided for under this Section 8 shall remain
in full force and effect regardless of any investigation made by or on behalf of
the  indemnified  party or any officer,  director or controlling  person of such
indemnified  party and shall  survive the  transfer of  securities.  In order to
provide for  contribution  in any case in which  either (i) Holder makes a claim
for indemnification  pursuant to this Section 8 but it is judicially  determined
(by the entry of a final judgment or decree by a court of competent jurisdiction
and the  expiration of time to appeal or the denial of the last right of appeal)
that such  indemnification may not be enforced in such case  notwithstanding the
fact that this  Section 8 provides  for  indemnification  in such case,  or (ii)
contribution  under the  Securities Act may be required on the part of Holder in
circumstances for which  indemnification is provided under this Section 8; then,
in each such case,  the  Company  and Holder will  contribute  to the  aggregate

                                      -6-
<PAGE>

losses,  claims,  damages or liabilities which they would otherwise be obligated
to indemnify  under Sections 8(e) and 8(1) (after  contribution  from others) in
such proportions so that Holder is responsible for the portion of such aggregate
losses,  claims,  damages or liabilities  represented by the percentage that the
public offering price of its shares of Common Stock offered by the  registration
statement bears to the public  offering price of all securities  offered by such
registration  statement,  and the  Company  is  responsible  for  the  remaining
portion;  provided,  however,  that,  no person or entity  guilty of  fraudulent
misrepresentation,  within the meaning of Section 11(f) of the  Securities  Act,
shall be entitled to contribution from any person or entity who is not guilty of
such fraudulent misrepresentation.

         (i) Holder may not participate in any registration under this Section 8
which is underwritten unless Holder (i) agrees to sell Holder's shares of Common
Stock on the basis  provided in any  underwriting  arrangements  approved by the
Company and (ii) completes and executes all questionnaires,  powers of attorney,
indemnities,  underwriting  agreements  and other  documents  required under the
terms of such underwriting arrangements.

         IN WITNESS WHEREOF,  the Company has caused this Warrant to be endorsed
by the facsimile  signatures of its duly authorized  officers,  and to be sealed
with the facsimile seal of the Company

TOMBSTONE CARDS, INC.                     ATTESTED BY:



--------------------------------          --------------------------------
President                                 Secretary

--------------------------------          --------------------------------
Date                                      Date










                                      -7-
<PAGE>



                                SUBSCRIPTION FORM

           To be Executed by the Holder of this Warrant if such Holder
              Desires to Exercise this Warrant in Whole or in Part:

To:      Tombstone Cards, Inc. (the "Company")


The   undersigned    ___________________________    (Social    Security   number
_____________or     taxpayer     identification     number    of     Subscriber:
_________________________)  hereby  irrevocably  elects to exercise the right of
purchase   represented  by  this  Warrant  for,  and  to  purchase   thereunder,
____________  shares of the  Common  Stock (the  "Common  Stock")  provided  for
therein and tenders  payment  herewith to the order of the Company in the amount
of  $______________,  such  payment  being made as  provided on the face of this
Warrant.

The undersigned  requests that  certificates  for such shares of Common Stock be
issued as follows:

Name:    ______________________________________________________________________


Address: ______________________________________________________________________

         ______________________________________________________________________

Deliver to: ____________________________________________________________________

Address: ______________________________________________________________________

         ______________________________________________________________________

and,  if such  number of shares of Common  Stock  shall not be all the shares of
Common Stock purchasable hereunder, that a new Warrant for the balance remaining
of the shares of Common Stock  purchasable  under this Warrant be  registered in
the name of, and delivered to, the undersigned at the address stated above.


Dated:   ______________________



                              Signature ___________________________
                              Note: The signature on this Subscription Form must
                              correspond  with the name as written upon the face
                              of  this  Warrant  in  every  particular,  without
                              alteration or enlargement or any change whatever.


<PAGE>



                               FORM OF ASSIGNMENT
                       (To Be Signed Only Upon Assignment)


FOR VALUE  RECEIVED,  the undersigned  hereby sells,  assigns and transfers unto
this  Warrant,   and  appoints   __________________________________________   to
transfer  this  Warrant  on the  books of the  Company  with  the full  power of
substitution in the premises.


Dated: _____________________

In the presence of:

----------------------------------------


                               -----------------------------------------------
                              (Signature  must  conform in all  respects  to the
                              name of the  holder  as  specified  on the face of
                              this Warrant  without  alteration,  enlargement or
                              any change  whatsoever,  and the signature must be
                              guaranteed in the usual manner)