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Exhibit 4.6.10

                    NEW MILLENNIUM PR COMMUNICATIONS WARRANTS

                              TERMS AND CONDITIONS

CAPITALIZED TERMS USED HEREIN SHALL HAVE THE MEANINGS ASCRIBED THERETO ON THE
WARRANT CERTIFICATE (THE "WARRANT CERTIFICATE") TO WHICH THESE TERMS AND
CONDITIONS ARE ATTACHED.

EXERCISE PRICE: The price to be paid to the Company for each Share to be
purchased upon exercise of the Warrants shall be $2.75 per Share.

EXPIRATION DATE AND TIME: The Warrants are exercisable at any time and from time
to time prior to 5:00 PM (Eastern Time) on September 3, 2010 (the "EXPIRATION
DATE"). All rights of the Holder in the Warrants terminate on the Expiration
Date.

MANNER OF EXERCISE: The Holder may exercise the Warrants at any time and from
time to time prior to the Expiration Date by delivering to the Company at its
Corporate Office (as defined below) (i) a duly executed Subscription Form on the
reverse side of the Warrant Certificate and (ii) a bank cashier's or certified
check for the aggregate Exercise Price of the Shares being purchased. Upon
exercise of the Warrants in accordance with these Terms and Conditions, the
Company will cause its transfer agent to countersign and deliver the stock
certificate to the Holder representing the Shares being purchased pursuant to
such exercise subject to adjustment as described below.

"CORPORATE OFFICE" shall mean the office of the Company (or its successor) at
which at any particular time its principal business shall be administered, which
office is located at the date hereof at 408 Bloomfield Drive, Unit # 1, West
Berlin, New Jersey 08091.

ADJUSTMENTS TO THE WARRANTS: In case of a Capital Reorganization, Merger or Sale
(as each such term is defined below), the Company shall cause effective
provision to be made so that the Holder shall have the right thereafter, by
exercising the Warrants, to purchase the kind and number of shares of stock or
other securities or property (including cash) receivable upon such Capital
Reorganization, Merger or Sale as the Holder would have been entitled to receive
had the Holder exercised the Warrants in full immediately before such Capital
Reorganization, Merger or Sale.

Any such provision shall include provision for adjustments that shall be as
nearly equivalent as may be practicable to the adjustments provided for in these
Terms and Conditions. The adjustments under these Terms and Conditions shall
apply to successive Capital Reorganizations, Mergers and Sales.

For purposes of these Terms and Conditions: (A) "CAPITAL REORGANIZATION" shall
mean any reclassification, capital reorganization, stock dividend, or other
change of outstanding shares of common stock of the Company; (B) "MERGER" shall
mean any consolidation or merger of the Company with or into another corporation
(other than a consolidation or merger in which the Company is the continuing
corporation and which does not result in any reclassification, capital
reorganization, stock dividend, or other change of outstanding shares of common
stock of the Company); and (C) "SALE" shall mean any sale or conveyance to
another corporation of the property of the Company as, or substantially as, an
entirety (other than a sale/leaseback, mortgage or other financing transaction).