Exhibit 4.1


     THIS WARRANT AND THE SHARES OF COMMON STOCK  ISSUABLE UPON EXERCISE OF THIS
WARRANT  HAVE  BEEN  ACQUIRED  FOR  INVESTMENT  PURPOSES  ONLY  AND  MAY  NOT BE
TRANSFERRED UNTIL (i)  REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933,
AS AMENDED  (THE  "SECURITIES  ACT") SHALL HAVE BECOME  EFFECTIVE  WITH  RESPECT
THERETO OR  (ii) RECEIPT  BY THE  COMPANY  OF AN  OPINION OF COUNSEL  REASONABLY
SATISFACTORY TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER THE SECURITIES
ACT IS NOT  REQUIRED  IN  CONNECTION  WITH SUCH  PROPOSED  TRANSFER  NOR IS SUCH
TRANSFER IN VIOLATION OF ANY APPLICABLE STATE SECURITIES LAWS. THIS LEGEND SHALL
BE ENDORSED  UPON ANY WARRANT  ISSUED IN EXCHANGE FOR THIS WARRANT OR ANY SHARES
OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT.



                       WARRANT TO PURCHASE COMMON STOCK

                                       OF

                       NORTH SHORE CAPITAL ADVISORS CORP.

     No. __ This is to Certify that  ______________  or assigns  ("Holder"),  is
entitled to purchase,  subject to the  provisions  of this  Warrant,  from North
Shore Capital Advisors Corp., a Delaware Corporation (the "Company")  __________
shares of fully paid, validly issued and nonassessable shares of common stock of
the Company  ("Common  Stock") at a price of $0.12 per share at any time or from
time to time during the period  from July 1, 2004 until July 1, 2014  ("Exercise
Period"),  subject to adjustment  as set forth  herein.  The number of shares of
Common  Stock to be received  upon the exercise of this Warrant and the price to
be paid for each  share of  Common  Stock may be  adjusted  from time to time as
hereinafter  set  forth.  The  shares  of  Common  Stock  deliverable  upon such
exercise,  and as adjusted from time to time, are hereinafter sometimes referred
to as "Warrant  Shares"  and the  exercise  price of a share of Common  Stock in
effect at any time and as adjusted  from time to time is  hereinafter  sometimes
referred to as the "Exercise Price".


         (a)      EXERCISE OF WARRANT; CANCELLATION OF WARRANT



     (1) This  Warrant may be  exercised in whole or in part at any time or from
time to time during the Exercise Period;  provided,  however, that (i) if either
such day is a day on which  banking  institutions  in the  State of New York are
authorized by law to close,  then on the next  succeeding day which shall not be
such a day,  and  (ii) in  the  event of any  merger,  consolidation  or sale of
substantially  all the assets of the Company as an  entirety,  resulting  in any
distribution to the Company's stockholders,  prior to expiration of the Exercise
Period (the "Expiration Date"), the Holder shall have the right to exercise this
Warrant commencing at such time through Expiration Date into the kind and amount
of shares of stock and other securities and property (including cash) receivable
by a holder of the number of shares of Common  Stock  into  which  this  Warrant
might have been  exercisable  immediately  prior  thereto.  This  Warrant may be
exercised by presentation  and surrender  hereof to the Company at its principal
office with the Purchase Form annexed  hereto duly executed and  accompanied  by
payment of the Exercise Price for the number of Warrant Shares specified in such
form. As soon as practicable  after each such exercise of the warrants,  but not
later than seven (7) days following the receipt of good and available funds, the
Company shall issue and deliver to the Holder a certificate or  certificate  for
the Warrant Shares  issuable upon such  exercise,  registered in the name of the
Holder or its designee.  If this Warrant  should be exercised in part only,  the
Company  shall,  upon  surrender of this Warrant for  cancellation,  execute and
deliver a new Warrant  evidencing  the rights of the Holder  thereof to purchase
the balance of the Warrant Shares  purchasable  thereunder.  Upon receipt by the
Company of this  Warrant at its office in proper form for  exercise,  the Holder
shall be deemed  to be the  holder  of  record  of the  shares  of Common  Stock
issuable upon such  exercise,  notwithstanding  that the stock transfer books of
the Company shall then be closed or that  certificates  representing such shares
of Common Stock shall not then be physically delivered to the Holder.

     (2) At any time during the Exercise Period,  the Holder may, at its option,
exercise this Warrant on a cashless basis by exchanging  this Warrant,  in whole
or in part (a "Warrant Exchange"),  into the number of Warrant Shares determined
in accordance  with this  Section-(a)(2),  by  surrendering  this Warrant at the
principal  office of the Company or at the office of its stock  transfer  agent,
accompanied  by a notice  stating such Holder's  intent to effect such exchange,
the number of Warrant  Shares to be  exchanged  and the date on which the Holder
requests  that such  Warrant  Exchange  occur (the  "Notice of  Exchange").  The
Warrant  Exchange  shall  take  place on the date  specified  in the  Notice  of
Exchange  or, if later,  the date the  Notice of  Exchange  is  received  by the
Company (the "Exchange  Date").  Certificates  for the shares issuable upon such
Warrant Exchange and, if applicable,  a new warrant of like tenor evidencing the
balance of the shares remaining  subject to this Warrant,  shall be issued as of
the Exchange Date and  delivered to the Holder  within seven (7) days  following
the Exchange Date. In connection with any Warrant  Exchange,  this Warrant shall
represent  the right to subscribe  for and acquire the number of Warrant  Shares
equal to (i) the number of Warrant Shares  specified by the Holder in its Notice
of Exchange (the "Total Number") less (ii) the number of Warrant Shares equal to
the quotient  obtained by dividing  (A) the  product of the Total Number and the
existing  Exercise  Price by (B) the  current  market value of a share of Common
Stock.  Current market value shall have the meaning set forth Section (c) below,
except  that  for  purposes  hereof,  the  date  of  exercise,  as  used in such
Section (c), shall mean the date of the Notice of Exchange.

     (b)  RESERVATION  OF SHARES.  The  Company  shall at all times  reserve for
issuance  and/or delivery upon exercise of this Warrant such number of shares of
its Common Stock as shall be required for issuance and delivery upon exercise of
the Warrants.

     (c)  FRACTIONAL  SHARES.  No  fractional  shares  or  script   representing
fractional  shares  shall be issued  upon the  exercise  of this  Warrant.  With
respect to any  fraction of a share  called for upon any  exercise  hereof,  the
Company  shall  pay to the  Holder  an  amount  in cash  equal to such  fraction
multiplied by the current market value of a share, determined as follows:

     (1) If the Common  Stock is listed on a  national  securities  exchange  or
admitted to unlisted  trading  privileges on such exchange or listed for trading
on the Nasdaq  National  Market,  the  current  market  value  shall be the last
reported  sale price of the Common Stock on such  exchange or market on the last
business day prior to the date of exercise of this Warrant or if no such sale is
made on such day,  the average of the closing bid and asked  prices for such day
on such exchange or market; or

     (2) If the Common  Stock is not so listed or admitted  to unlisted  trading
privileges,  but is traded on the NASDAQ  SmallCap  Market,  the current  market
value shall be the last  reported  sales price of the Common Stock on the NASDAQ
SmallCap  Market on the last  business day prior to the exercise of this Warrant
or, if no such sale is made on such day,  the  average  of the  closing  bid and
asked  prices  for such day on such  market  and if the  Common  Stock is not so
traded,  the current  market value shall be the last reported sales price of the
Common  Stock on the NASD  Electronic  Bulletin  Board on the last  business day
prior to the  exercise of this  Warrant or, if no such sale is made on such day,
the average of the closing bid and asked prices  reported by the NASD Electronic
Bulletin Board for such day; or

     (3) If the Common  Stock is not so listed or admitted  to unlisted  trading
privileges  and bid and asked  prices are not so  reported,  the current  market
value  shall be an  amount  equal to the last  sales  price of a share of Common
Stock in a private transaction prior to the exercise of this Warrant.

     (d)  EXCHANGE,  TRANSFER,  ASSIGNMENT  OR LOSS OF WARRANT.  This Warrant is
exchangeable,  without expense,  at the option of the Holder,  upon presentation
and  surrender  hereof to the  Company  or at the  office of its stock  transfer
agent,  if any, for other  warrants of  different  denominations  entitling  the
holder  thereof to purchase in the aggregate the same number of shares of Common
Stock  purchasable  hereunder.  Upon surrender of this Warrant to the Company at
its principal  office or at the office of its stock transfer agent, if any, with
the Assignment Form annexed hereto duly executed and funds sufficient to pay any
transfer  tax,  the Company  shall,  without  charge,  execute and deliver a new
Warrant in the name of the assignee  named in such  instrument of assignment and
this Warrant shall promptly be canceled. This Warrant may be divided or combined
with other warrants which carry the same rights upon presentation  hereof at the
principal office of the Company or at the office of its stock transfer agent, if
any,  together with a written notice  specifying the names and  denominations in
which new  Warrants are to be issued and signed by the Holder  hereof.  The term
"Warrant" as used herein  includes  any Warrants  into which this Warrant may be
divided or exchanged. Upon receipt by the Company of evidence satisfactory to it
of the loss, theft,  destruction or mutilation of this Warrant, and (in the case
of loss, theft or destruction) of reasonably satisfactory  indemnification,  and
upon surrender and cancellation of this Warrant, if mutilated,  the Company will
execute and  deliver a new Warrant of like tenor and date.  Any such new Warrant
executed and delivered shall constitute an additional  contractual obligation on
the part of the Company, whether or not this Warrant so lost, stolen, destroyed,
or mutilated shall be at any time enforceable by anyone.

     (e) RIGHTS OF THE  HOLDER.  The  Holder  shall not,  by virtue  hereof,  be
entitled to any rights of a shareholder in the Company, either at law or equity,
and the rights of the Holder are limited to those  expressed  in the Warrant and
are not enforceable against the Company except to the extent set forth herein.

     (f)  ANTI-DILUTION  PROVISIONS.  Subject  to the  provisions  of  Section l
hereof,  the  Exercise  Price in effect at any time and the  number  and kind of
securities  purchasable  upon the exercise of the  Warrants  shall be subject to
adjustment from time to time upon the happening of certain events as follows:

     (1) In case the Company  shall  hereafter  (i) declare a dividend or make a
distribution  on its  outstanding  shares  of  Common  Stock in shares of Common
Stock,  (ii) subdivide or reclassify its outstanding shares of Common Stock into
a greater  number of shares,  or  (iii) combine  or reclassify  its  outstanding
shares of Common Stock into a smaller  number of shares,  the Exercise  Price in
effect at the time of the record date for such  dividend or  distribution  or of
the effective date of such subdivision, combination or reclassification shall be
adjusted so that it shall equal the price determined by multiplying the Exercise
Price by a fraction,  the  denominator of which shall be the number of shares of
Common Stock outstanding  after giving effect to such action,  and the numerator
of which shall be the number of shares of Common Stock  outstanding  immediately
prior to such action.  Such adjustment shall be made  successively  whenever any
event listed above shall occur.

     (2) In case the Company  shall fix a record date for the issuance of rights
or warrants to all holders of its Common Stock  entitling  them to subscribe for
or purchase shares of Common Stock (or securities convertible into Common Stock)
at a price (the  "Subscription  Price") (or having a conversion price per share)
less than the current market price on such record date or less than the Exercise
Price,  the  Exercise  Price  shall be adjusted so that the same shall equal the
lower of (i) the price  determined by  multiplying  the Exercise Price in effect
immediately  prior to the date of such issuance by a fraction,  the numerator of
which shall be the sum of the number of shares of Common  Stock  outstanding  on
the record date  mentioned  below and the number of additional  shares of Common
Stock so which the  aggregate  offering  price of the total  number of shares of
Common Stock so offered (or the aggregate  conversion  price of the  convertible
securities so offered)  would purchase at such current market price per share of
the Common Stock, and the denominator of which shall be the sum of the number of
additional  shares of Common Stock offered for subscription or purchase (or into
which the  convertible  securities  so offered are  convertible)  or (ii) in the
event the Subscription Price is equal to or higher than the current market price
but is less than the Exercise  Price,  the price  determined by multiplying  the
Exercise  Price  in  effect  immediately  prior  to the  date of  issuance  by a
fraction,  the  numerator  of which  shall be the sum of the  number  of  shares
outstanding on the record date mention below and the number of additional shares
of Common Stock which the aggregate offering price of the total number of shares
of Common Stock so offered (or the aggregate conversion price of the convertible
securities  so  offered)   would  purchase  at  the  Exercise  Price  in  effect
immediately  prior to the date of such  issuance,  and the  denominator of which
shall be the sum of the  number of shares of  Common  Stock  outstanding  on the
record ate mentioned  below and the number of additional  shares of Common Stock
offered for  subscription or purchase (or into which the convertible  securities
so offered are convertible). Such adjustment shall be made successively whenever
such rights or warrants are issued and shall become effective  immediately after
the record date for the  determination of shareholders  entitled to receive such
rights or  warrants;  and to the  extent  that  shares  of Common  Stock are not
delivered (or securities  convertible into Common Stock are not delivered) after
the expiration of such rights or warrants the Exercise Price shall be readjusted
to the  Exercise  Price which would then be in effect had the  adjustments  made
upon the  issuance  of such  rights  or  warrants  been  made  upon the basis of
delivery of only the number of shares of Common Stock (or securities convertible
into Common Stock) actually delivered.

     (3) In case the Company  shall  hereafter  distribute to the holders of its
Common Stock evidences of its  indebtedness or assets  (excluding cash dividends
or distributions  and dividends or  distributions  referred to in Subsection (1)
above or  subscription  rights  or  warrants  (excluding  those  referred  to in
Subsection  (2)  above),  then in each  such case the  Exercise  Price in effect
thereafter  shall be  determined  by  multiplying  the Exercise  Price in effect
immediately  prior  thereto by a fraction,  the  numerator of which shall be the
total number of shares of Common  Stock  outstanding  multiplied  by the current
market  price  per  share  of  Common  Stock,  less the fair  market  value  (as
determined by the  Company's  Board of Directors) of said assets or evidences of
indebtedness  so distributed or of such rights or warrants,  and the denominator
of which  shall be the  total  number of  shares  of  Common  Stock  outstanding
multiplied  by such  current  market  price  per  share of  Common  Stock.  Such
adjustment shall be made successively whenever such a record date is fixed. Such
adjustment shall be made whenever any such distribution is made and shall become
effective   immediately   after  the  record  date  for  the   determination  of
shareholders entitled to receive such distribution.

     (4) In case the Company  shall  hereafter  issue shares of its Common Stock
(excluding shares issued (i) in any of the transactions  described in Subsection
(1) above, (ii) upon exercise of options,  warrants,  convertible securities and
convertible  debentures  outstanding  as of the date hereof,  or exercise of the
Warrants,  or (iii) to  shareholders  of any  corporation  which merges into the
Company in proportion to their stock  holdings of such  corporation  immediately
prior to such merger,  upon such merger,  but only if no  adjustment is required
pursuant to any other  specific  subsection  of this Section (f) with respect to
the transaction  giving rise to such rights) for a consideration  per share (the
"Offering  Price")  less than the current  market  price on the date the Company
fixes the  offering  price of such  additional  shares or less than the Exercise
Price,  the Exercise Price shall be adjusted  immediately  thereafter so that it
shall equal (i) the price determined by multiplying the Exercise Price in effect
immediately prior thereto by a fraction, the numerator of which shall be the sum
of the number of shares of Common  Stock  outstanding  immediately  prior to the
issuance  of such  additional  shares and the  number of shares of Common  Stock
which the aggregate  consideration  received for the issuance of such additional
shares would  purchase at such current  market price per share of Common  Stock,
and the  denominator  of which  shall be the  number of  shares of Common  Stock
outstanding  immediately after the issuance of such additional shares or (ii) in
the event the Offering Price is equal to or higher than the current market price
per share but less than the Exercise Price,  the price determined by multiplying
the  Exercise  Price in effect  immediately  prior to the date of  issuance by a
fraction,  the  numerator of which shall be the number of shares of Common Stock
outstanding  immediately prior to the issuance of such additional shares and the
number of shares of Common Stock which the aggregate  consideration received for
the issuance of such  additional  shares would purchase at the Exercise Price in
effect  immediately  prior to the date of such issuance,  and the denominator of
which  shall be the  number of shares of Common  Stock  outstanding  immediately
after the issuance of such  additional  shares.  Such  adjustment  shall be made
successively whenever such an issuance is made.



     (5) In case the Company shall  hereafter  issue any securities  convertible
into or exchangeable or exercisable for its Common Stock  (excluding  securities
issued  in  transactions  described  in  Subsections  (1) and (3)  above)  for a
consideration  per  share of  Common  Stock  (the  "Exercise  Price")  initially
deliverable upon conversion, exercise or exchange of such securities (determined
as provided in  Subsection  (7) below)  less than the  current  market  price in
effect  immediately  prior to the  issuance of such,  or less than the  Exercise
Price,  the Exercise Price shall be adjusted  immediately  thereafter so that it
shall equal the lower of (i) the price  determined by  multiplying  the Exercise
Price in effect immediately prior thereto by a fraction,  the numerator of which
shall be the sum of the number of shares of Common Stock outstanding immediately
prior to the  issuance  of such  securities  and the  number of shares of Common
Stock which the aggregate  consideration  received for such  securities  (or the
aggregate  exercise price in the case of options or warrants)  would purchase at
such current  market price per share of Common  Stock,  and the  denominator  of
which  shall be the sum of the  number of shares  of  Common  Stock  outstanding
immediately  prior to such  issuance and the maximum  number of shares of Common
Stock of the Company  deliverable  upon conversion or exercise of or in exchange
for such  securities at the initial  conversion,  exercise or exchange  price or
rate or (ii) in the event  the  Exchange  Price is equal to or  higher  than the
current  market  price per share but less  than the  Exercise  Price,  the price
determined by multiplying the Exercise Price in effect  immediately prior to the
date of issuance by a fraction,  the  numerator of which shall be the sum of the
number  of  shares  outstanding  immediately  prior  to  the  issuance  of  such
securities  and the  number  of  shares of  Common  Stock  which  the  aggregate
consideration  received for such securities would purchase at the Exercise Price
in effect immediately prior to the date of such issuance, and the denominator of
which  shall be the sum of the  number of shares  of  Common  Stock  outstanding
immediately  prior to the issuance of such  securities and the maximum number of
shares of Common  Stock of the  Company  deliverable  upon  conversion  of or in
exchange for such  securities  at the initial  conversion  or exchange  price or
rate. Such adjustment  shall be made  successively  whenever such an issuance is
made.

     (6) Whenever the Exercise  Price  payable upon  exercise of each Warrant is
adjusted pursuant to Subsections (1), (2), (3), (4) and (5) above, the number of
Shares  purchasable  upon  exercise  of this  Warrant  shall  simultaneously  be
adjusted by multiplying the number of Shares initially issuable upon exercise of
this Warrant by the Exercise Price in effect on the date hereof and dividing the
product so obtained by the Exercise Price, as adjusted.

     (7) For  purposes  of any  computation  respecting  consideration  received
pursuant to Subsections (4) and (5) above, the following shall apply:

     (A) in the case of the  issuance  of shares of Common  Stock for cash,  the
consideration  shall be the amount of such cash,  provided that in no case shall
any deduction be made for any commissions,  discounts or other expenses incurred
by the Company for any  underwriting  of the issue or  otherwise  in  connection
therewith;

     (B)  in  the  case  of  the  issuance  of  shares  of  Common  Stock  for a
consideration in whole or in part other than cash, the consideration  other than
cash shall be deemed to be the fair market value  thereof as  determined in good
faith by the Board of Directors of the Company  (irrespective  of the accounting
treatment thereof), whose determination shall be conclusive; and

     (C)  in  the  case  of the  issuance  of  securities  convertible  into  or
exchangeable  for shares of Common Stock, the aggregate  consideration  received
therefor shall be deemed to be the consideration received by the Company for the
issuance of such securities plus the additional minimum  consideration,  if any,
to be received by the  Company  upon the  conversion  or exchange  thereof  (the
consideration  in each case to be  determined  in the same manner as provided in
clauses (A) and (B) of this Subsection (7)).

     (8) For the purpose of any computation  under Subsections (1), (3), (4) and
(5) above,  the current market price per share of Common Stock at any date shall
be determined in the manner set forth in Section (c).

     (9) No  adjustment  in the  Exercise  Price shall be  required  unless such
adjustment  would  require an  increase or decrease of at least one tenth of one
cent ($0.001) in such price;  provided,  however,  that any adjustments which by
reason of this  Subsection  (9) are not  required  to be made  shall be  carried
forward and taken into account in any subsequent  adjustment required to be made
hereunder.  All calculations under this Section (f) shall be made to the nearest
tenth of a cent or to the nearest  one-hundredth of a share, as the case may be.
Anything in this Section (f) to the contrary notwithstanding,  the Company shall
be  entitled,  but shall not be  required,  to make such changes in the Exercise
Price, in addition to those required by this Section (f), as it shall determine,
in  its  sole  discretion,  to be  advisable  in  order  that  any  dividend  or
distribution in shares of Common Stock, or any subdivision,  reclassification or
combination  of Common Stock,  hereafter made by the Company shall not result in
any Federal  Income tax  liability to the holders of Common Stock or  securities
convertible into Common Stock (including Warrants).

     (10)  Whenever the  Exercise  Price is adjusted,  as herein  provided,  the
Company  shall  promptly but no later than 10 days after any request for such an
adjustment by the Holder,  cause a notice  setting  forth the adjusted  Exercise
Price and adjusted number of Shares issuable upon exercise of each Warrant, and,
if  requested,  information  describing  the  transactions  giving  rise to such
adjustments,  to be mailed to the Holders at their last  addresses  appearing in
the Warrant  Register,  and shall cause a certified copy thereof to be mailed to
its  transfer  agent,  if any.  The  Company  may  retain a firm of  independent
certified public accountants  selected by the Board of Directors (who may be the
regular accountants employed by the Company) to make any computation required by
this  Section (f),  and a  certificate  signed by such firm shall be  conclusive
evidence of the correctness of such adjustment.

     (11) In the event  that at any  time,  as a result  of an  adjustment  made
pursuant to  Subsection (1)  above, the Holder of this Warrant  thereafter shall
become  entitled to receive any shares of the Company,  other than Common Stock,
thereafter  the number of such other shares so receivable  upon exercise of this
Warrant  shall be  subject  to  adjustment  from time to time in a manner and on
terms as nearly  equivalent as practicable to the provisions with respect to the
Common Stock contained in Subsections (1) to (8), inclusive above.

     (12) Irrespective of any adjustments in the Exercise Price or the number or
kind of shares purchasable upon exercise of this Warrant,  Warrants  theretofore
or thereafter  issued may continue to express the same price and number and kind
of shares as are stated in the similar Warrants  initially  issuable pursuant to
this Agreement.

     (g) OFFICER'S CERTIFICATE. Whenever the Exercise Price shall be adjusted as
required by the provisions of the foregoing Section, the Company shall forthwith
file in the custody of its Secretary or an Assistant  Secretary at its principal
office and with its stock  transfer  agent,  if any,  an  officer's  certificate
showing the adjusted Exercise Price determined as herein provided, setting forth
in reasonable detail the facts requiring such adjustment,  including a statement
of the number of additional shares of Common Stock, if any, and such other facts
as shall be necessary  to show the reason for and the manner of  computing  such
adjustment.  Each such  officer's  certificate  shall be made  available  at all
reasonable  times  for  inspection  by the  holder  or any  holder  of a Warrant
executed and delivered pursuant to Section (a) and the Company shall,  forthwith
after each such adjustment, mail a copy by certified mail of such certificate to
the Holder or any such holder.

     (h)  NOTICES  TO  WARRANT  HOLDERS.  So  long  as  this  Warrant  shall  be
outstanding,  (i) if the Company shall pay any dividend or make any distribution
upon the Common  Stock or (ii) if  the  Company  shall  offer to the  holders of
Common Stock for  subscription or purchase by them any share of any class or any
other   rights  or  (iii) if   any  capital   reorganization   of  the  Company,
reclassification of the capital stock of the Company, consolidation or merger of
the Company with or into another corporation,  sale, lease or transfer of all or
substantially  all  of  the  property  and  assets  of the  Company  to  another
corporation, or voluntary or involuntary dissolution,  liquidation or winding up
of the Company shall be effected, then in any such case, the Company shall cause
to be mailed by certified  mail to the Holder,  at least  fifteen days prior the
date specified in (x) or (y) below,  as the case may be, a notice  containing a
brief  description  of the  proposed  action and stating the date on which (x) a
record is to be taken for the purpose of such dividend,  distribution or rights,
or (y) such reclassification, reorganization, consolidation, merger, conveyance,
lease, dissolution,  liquidation or winding up is to take place and the date, if
any is to be fixed, as of which the holders of Common Stock or other  securities
shall receive cash or other  property  deliverable  upon such  reclassification,
reorganization,  consolidation,  merger, conveyance, dissolution, liquidation or
winding up.

     (i)   RECLASSIFICATION,   REORGANIZATION   OR   MERGER.   In  case  of  any
reclassification,  capital  reorganization or other change of outstanding shares
of Common Stock of the Company, 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 class  issuable upon exercise of this
Warrant) or in case of any sale,  lease or conveyance to another  corporation of
the property of the Company as an entirety,  the Company  shall,  as a condition
precedent to such transaction, cause effective provisions to be made so that the
Holder shall have the right  thereafter by  exercising  this Warrant at any time
prior to the  expiration  of the  Warrant,  to  purchase  the kind and amount of
shares  of  stock  and  other  securities  and  property  receivable  upon  such
reclassification,   capital  reorganization  and  other  change,  consolidation,
merger,  sale or  conveyance by a holder of the number of shares of Common Stock
which might have been purchased upon exercise of this Warrant  immediately prior
to such reclassification, 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 (i) shall similarly apply to
successive  reclassifications,  capital reorganizations and changes of shares of
Common Stock and to successive consolidations, mergers, sales or conveyances. In
the  event  that  in  connection  with  any  such  capital   reorganization   or
reclassification,  consolidation,  merger, sale or conveyance, additional shares
of Common  Stock  shall be  issued  in  exchange,  conversion,  substitution  or
payment,  in whole or in part,  for a security of the Company  other than Common
Stock,  any such issue shall be treated as an issue of Common  Stock  covered by
the provisions of Subsection (1) of Section (f) hereof.

         (j)      REGISTRATION RIGHTS.

     (1) The Company  hereby  agrees with the  holders of the  Warrants  and the
Warrant Shares or their  transferees  (collectively,  the  "Holders")  that upon
notice by Holders  beneficially  owning at least 50% of the Warrants and Warrant
Shares,  it will, at any time during the five year period  commencing six months
after the Company  has  completed  an initial  public  offering or is  otherwise
publicly traded (the "Registration  Period"),  within three weeks of such notice
prepare  and  file  with  the  Securities  and  Exchange  Commission  ("SEC")  a
registration  statement under the Securities Act of 1933, as amended (the "Act")
covering the resale of the Warrant Shares and use its best efforts to cause such
registration statement to become effective as soon as practicable thereafter. If
the Company shall determine to proceed during the  Registration  Period with the
actual  preparation  and  filing of a  registration  statement  under the Act in
connection  with the proposed  offer and sale of any of its  securities by it or
any of its security  holders (other than a  registration  statement on Form S-4,
S-8 or other limited purpose form), then the Company will give written notice of
its determination to all record holders of the Warrants and Warrant Shares. Upon
the  written  request  from any  Holder,  the  Company  will,  except  as herein
provided,  cause all such  Warrant  Shares to be included  in such  registration
statement,  all to the extent requisite to permit the sale or other  disposition
by the prospective  seller or sellers of the Warrant Shares to be so registered;
provided,  further,  that nothing  herein shall prevent the Company from, at any
time,  abandoning or delaying any registration.  If any registration pursuant to
this  Section j(1)  shall be  underwritten  in whole or in part, the Company may
require  that the  Warrant  Shares  requested  for  inclusion  by the Holders be
included in the  underwriting on the same terms and conditions as the securities
otherwise being sold through the underwriters.

     (2) The Company  will,  until such time as the  Warrant  Shares may be sold
under Rule 144 without volume limitation:

     (A)  prepare  and file with the SEC such  amendments  to such  registration
statement  and  supplements  to  the  prospectus  contained  therein  as  may be
necessary to keep such registration statement effective;

     (B) furnish to the Holders  participating  in such  registration and to the
underwriters of the securities being registered such reasonable number of copies
of the registration statement, preliminary prospectus, final prospectus and such
other  documents  as such  underwriters  may  reasonably  request  in  order  to
facilitate the public offering of such securities;

     (C) use its best efforts to register or qualify the  securities  covered by
such registration statement under such state securities or blue sky laws of such
jurisdictions  as the Holders may  reasonably  request in writing  within twenty
(20) days following the original filing of such registration  statement,  except
that the  Company  shall not for any  purpose be  required  to execute a general
consent  to  service  of  process  or to  qualify  to do  business  as a foreign
corporation in any jurisdiction wherein it is not so qualified or subject itself
to taxation in any such jurisdiction;

     (D) notify the Holders,  promptly after it shall receive notice thereof, of
the time when such  registration  statement has become effective or a supplement
to any prospectus forming a part of such registration statement has been filed;

     (E) notify the Holders  promptly of any request by the SEC for the amending
or supplementing of such registration  statement or prospectus or for additional
information;

     (F)  prepare  and file  with  the SEC,  promptly  upon the  request  of any
Holders,  any  amendments  or  supplements  to such  registration  statement  or
prospectus  which,  in the opinion of counsel for such Holders (and concurred in
by  counsel  for the  Company),  is  required  under  the Act or the  rules  and
regulations  thereunder in connection  with the  distribution of Common Stock by
such Holders;

     (G) prepare and promptly file with the SEC and promptly notify such Holders
of the filing of such amendment or supplement to such registration  statement or
prospectus as may be necessary to correct any statements or omissions if, at the
time when a prospectus  relating to such  securities is required to be delivered
under the Act,  any event  shall have  occurred  as the result of which any such
prospectus  or any other  prospectus  as then in effect would  include an untrue
statement  of a material  fact or omit to state any material  fact  necessary to
make the statements  therein,  in the light of the  circumstances  in which they
were made, not misleading; and

     (H) advise the Holders,  promptly  after it shall receive  notice or obtain
knowledge  thereof,  of the issuance of any stop order by the SEC suspending the
effectiveness of such registration statement or the initiation or threatening of
any proceeding for that purpose and promptly use its best efforts to prevent the
issuance of any stop order or to obtain its withdrawal if such stop order should
be issued.

     The  Company  may  require  each  Holder of Warrant  Shares as to which any
registration  is being  effected  to furnish  to the  Company  such  information
regarding the  distribution  of such Warrant Shares as the Company may from time
to time reasonably request in writing.

     (3) All fees,  costs and expenses of and  incidental to such  registration,
inclusion  and public  offering in  connection  therewith  shall be borne by the
Company, provided,  however, that the Holders shall bear their pro rata share of
the  underwriting  discount and commissions and transfer taxes.  The fees, costs
and expenses of  registration to be borne by the Company as provided above shall
include, without limitation,  all registration,  filing, and NASD fees, printing
expenses, fees and disbursements of counsel and accountants for the Company, and
all legal fees and  disbursements  and other  expenses of  complying  with state
securities or blue sky laws of any  jurisdictions  in which the securities to be
offered are to be registered and qualified (except as provided above).  Fees and
disbursements  of counsel and accountants for the Holders and any other expenses
incurred  by the  Holders  not  expressly  included  above shall be borne by the
Holders.

     (4) The Company will  indemnify  and hold  harmless  each Holder of Warrant
Shares which are included in a registration statement pursuant to the provisions
of Section (j)(1)  hereof,  its directors and officers,  and any underwriter (as
defined in the Act) for such Holder and each person,  if any, who controls  such
Holder or such underwriter within the meaning of the Act, from and against,  and
will reimburse such Holder and each such underwriter and controlling person with
respect to, any and all loss, damage,  liability, cost and expense to which such
Holder or any such  underwriter or  controlling  person may become subject under
the Act or otherwise,  insofar as such losses,  damages,  liabilities,  costs or
expenses are caused by any untrue  statement or alleged untrue  statement of any
material fact contained in such registration statement, any prospectus contained
therein or any  amendment or  supplement  thereto,  or arise out of or are based
upon the omission or alleged  omission to state therein a material fact required
to be stated  therein or necessary to make the statements  therein,  in light of
the  circumstances in which they were made, not misleading;  provided,  however,
that the Company will not be liable in any such case to the extent that any such
loss,  damage,  liability,  cost or  expenses  arises out of or is based upon an
untrue  statement or alleged untrue statement or omission or alleged omission so
made in conformity with information  furnished by such Holder,  such underwriter
or such  controlling  person in writing  specifically for use in the preparation
thereof.

     (5) Each Holder of Warrant Shares  included in a  registration  pursuant to
the  provisions of  Section (j)(1)  hereof will  indemnify and hold harmless the
Company, its directors and officers,  any controlling person and any underwriter
from and against,  and will  reimburse the Company,  its directors and officers,
any controlling  person and any  underwriter  with respect to, any and all loss,
damage,  liability,  cost or  expense to which the  Company  or any  controlling
person  and/or any  underwriter  may become  subject under the Act or otherwise,
insofar as such losses,  damages,  liabilities,  costs or expenses are caused by
any untrue  statement or alleged untrue statement of any material fact contained
in  such  registration  statement,  any  prospectus  contained  therein  or  any
amendment or supplement  thereto, or arise out of or are based upon the omission
or alleged  omission  to state  therein a material  fact  required  to be stated
therein  or  necessary  to  make  the  statements   therein,  in  light  of  the
circumstances  in which  they were  made,  not  misleading,  in each case to the
extent,  but only to the extent,  that such untrue  statement or alleged  untrue
statement or omission or alleged  omission  was so made in reliance  upon and in
strict  conformity  with written  information  furnished by or on behalf of such
Holder specifically for use in the preparation thereof.

     (6)  Promptly  after  receipt  by an  indemnified  party  pursuant  to  the
provisions of Sections (j)(4) or (5) of notice of the commencement of any action
involving  the  subject  matter  of  the  foregoing  indemnity  provisions  such
indemnified  party  will,  if  a  claim  thereof  is  to  be  made  against  the
indemnifying  party pursuant to the provisions of said  Sections (j)(4)  or (5),
promptly notify the  indemnifying  party of the  commencement  thereof;  but the
omission  to so notify  the  indemnifying  party  will not  relieve  it from any
liability which it may have to any  indemnified  party otherwise than hereunder.
In case such action is brought against any indemnified party and it notifies the
indemnifying  party of the commencement  thereof,  the indemnifying  party shall
have the right to participate  in, and, to the extent that it may wish,  jointly
with any other  indemnifying  party  similarly  notified,  to assume the defense
thereof, with counsel satisfactory to such indemnified party, provided, however,
if counsel for the  indemnifying  party  concludes  that a single counsel cannot
under   applicable  legal  and  ethical   considerations,   represent  both  the
indemnifying  party and the indemnified  party, the indemnified party or parties
have the right to select separate  counsel to participate in the defense of such
action on behalf of such  indemnified  party or parties.  After  notice from the
indemnifying  party to such  indemnified  party of its election so to assume the
defense thereof,  the indemnifying  party will not be liable to such indemnified
party pursuant to the provisions of said Sections (j)(4) or (5) for any legal or
other expense subsequently incurred by such indemnified party in connection with
the defense thereof other than reasonable costs of investigation, unless (i) the
indemnified  party shall have employed counsel in accordance with the provisions
of the preceding sentence,  (ii) the  indemnifying party shall not have employed
counsel satisfactory to the indemnified party to represent the indemnified party
within a reasonable  time after the notice of the  commencement of the action or
(iii) the  indemnifying  party has  authorized the employment of counsel for the
indemnified party at the expense of the indemnifying party.


                                   NORTH SHORE CAPITAL ADVISORS CORP.


                              By:  ___________________________________
                                   Steven Cohen
                                   President


Dated: July 1, 2004



                         PURCHASE FORM


                                     Dated

     The undersigned hereby irrevocably elects to exercise the within Warrant to
the extent of  purchasing  shares of Common Stock and hereby makes payment of in
payment of the actual exercise price thereof.



                    INSTRUCTIONS FOR REGISTRATION OF STOCK

Name

(Please typewrite or print in block letters)


Address


Signature

                        ASSIGNMENT FORM

                  FOR VALUE RECEIVED, ________________________
hereby sells, assigns and transfers unto


Name
(Please typewrite or print in block letters)


Address

     the right to  purchase  Common  Stock  represented  by this  Warrant to the
extent  of  shares  as to which  such  right  is  exercisable  and  does  hereby
irrevocably  constitute and appoint Attorney,  to transfer the same on the books
of the Company with full power of substitution in the premises.

Date

Signature