_____________________________________________________

STEALTH
MEDIALABS, INC.

# AND

# WESTMINSTER
SECURITIES CORPORATION

# FINANACIAL
ADVISORS

# WARRANT
AGREEMENT

DATED AS OF
DECEMBER 20 , 2002

_____________________________________________________

---

FINANCIAL
ADVISORS WARRANT AGREEMENT dated as of December 20, 2002,
(Engagement Date) between STEALTH MEDIALABS, INC., a Delaware
corporation (the Company), and WESTMINSTER SECURITIES CORPORATION, a
New York corporation and its assignees or designees (hereinafter referred to
variously as a Holder or Financial Advisor).

W I T N E S S
E T H:

WHEREAS,
the Financial Advisor has agreed pursuant to the engagement agreement dated as
of December 20, 2002 (the Engagement Agreement), between the
Financial Advisor and the Company, to act as financial advisor to the Company.

WHEREAS,
pursuant to the Engagement Agreement, the Company agreed to issue warrants to
the Financial Advisor to purchase up to an aggregate of 175,000 shares of Common
Stock (the Financial Advisors Warrants); and

WHEREAS,
the Financial Advisors Warrants to be issued pursuant to this Agreement
will be issued to the Financial Advisor in consideration for, and as part of the
compensation in connection with, the Financial Advisors services pursuant
to the Engagement Agreement.

NOW,
THEREFORE, in consideration of the premises, the agreements herein set forth and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:

1.
GRANT. The Financial Advisor is hereby granted the right to purchase, at any
time from the Engagement Date until 5:00 p.m., New York time, on December 20,
2007 (5 years from the Engagement Agreement), at which time the Financial
Advisors Warrants expire, an aggregate of 150,000 shares of Common Stock,
subject to adjustment as provided in Section 11 hereof (the Financial
Advisors Securities). Each Financial Advisors Warrant shall
entitle the holder thereof to purchase one (1) share of common stock, no par
value per share, of the Company (the Common Stock), at an initial
exercise price of $.50 (as defined in Section 9.3(e)) (the Common Stock
Exercise Price).

2.
FINANCIAL ADVISORS WARRANT CERTIFICATES. The Financial Advisors
warrant certificates (the Warrant Certificates) delivered and to be
delivered pursuant to this Agreement shall be in the form set forth in Exhibit
A, attached hereto and made a part hereof, with such appropriate insertions,
omissions, substitutions, and other variations as required or permitted by this
Agreement.

3.
REGISTRATION  OF  WARRANT.  The  Financial  Advisor's  Warrants  shall be  numbered  and
shall be  registered on the books of the Company when issued.

4.
EXERCISE OF FINANCIAL ADVISORSS WARRANT.

4.1
METHOD OF EXERCISE. The Financial Advisors Warrants initially are
exercisable at the Common Stock Exercise Price (subject to adjustment as
provided in Section 11 hereof) per Financial Advisors Warrant set forth in
Section 8 hereof payable by certified or official bank check in New York
Clearing House funds. Upon surrender of a Financial Advisors Warrant
Certificate with the annexed Form of Election to Purchase duly executed,
together with payment of the Common Stock Exercise Price for shares of Common
Stock purchased at the Companys principal offices presently located at
1475 Commercial Avenue, Suite 11, Richmond, Illinois 60071 the registered holder
of a Financial Advisors Warrant Certificate (Holder or
Holders) shall be entitled to receive a certificate or certificates
for the shares of Common Stock so purchased. The purchase rights represented by
each Financial Advisors Warrant Certificate are exercisable at the option
of the Holder thereof, in whole or in part (but not as to fractional shares
underlying the Financial Adviosrs Warrants). In the case of the purchase
of less than all of the shares purchasable under any Financial Advisors
Warrant Certificate, the Company shall cancel said Financial Advisors
Warrant Certificate upon the surrender thereof and shall execute and deliver a
new Financial Advisors Warrant Certificate of like tenor for the balance
of the shares purchasable thereunder.

---

4.2
RIGHT TO CONVERT WARRANT. In addition to the right to exercise the Financial
Adviors Warrant for cash pursuant to Section 4.1, Financial Advisor shall
have the right to convert the Financial Advisors Warrant (in whole but not
in part) by the surrender of the Financial Advisors Warrant (with the
annexed Form of Election to Convert) at the office of the Company at any time
during the term of the Financial Advisors Warrant, into shares of Common
Stock as provided for in this Section 4.2. Upon exercise of this conversion
right, Financial Advisor shall be entitled to receive that number of shares of
Common Stock of the Company equal to the quotient obtained by dividing [(A
 B)(X)] by (A), where:

(A)
= the Market Price (as defined in Section 9.3(e)) of one share of Common Stock
on the date of conversion of the Financial Advisors Warrant.

(B)
= the Common Stock Exercise Price for one share of Common Stock under the
Financial Advisors Warrant.

(X)
= the number of Shares issuable upon exercise of the Financial Advisors
Warrant.

If
the above calculation results in a negative number, then no shares of Common
Stock shall be issued or issuable upon conversion of the Financial
Advisors Warrant.

Upon
conversion of the Financial Advisors Warrant, the Financial Advisor shall
be entitled to receive a certificate for the number of shares of Common Stock
determined under this Section 4.2.

5.
ISSUANCE OF CERTIFICATES. Upon the exercise of the Financial Advisors
Warrant, the issuance of certificates for securities, properties or rights
underlying such Financial Advisors Warrant shall be made forthwith (and in
any event within five (5) business days thereafter) without charge to the Holder
thereof including, without limitation, any tax which may be payable in respect
of the issuance thereof, and such certificates shall (subject to the provisions
of Sections 7 and 9 hereof) be issued in the name of, or in such names as may be
directed by, the Holder thereof; provided, however, 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 such certificates in a name other
than that of the Holder and the Company shall not be required to issue or
deliver such certificates unless or until the person or persons requesting the
issuance thereof shall have paid to the Company the amount of such tax or shall
have established to the satisfaction of the Company that such tax has been paid.

The
Financial Advisors Warrant Certificates and the certificates representing
the securities, property or rights issued upon exercise of the Financial
Advisors Warrant shall be executed on behalf of the Company by the manual
or facsimile signature of the then present President or any Vice President of
the Company under its corporate seal reproduced thereon, attested to by the
manual or facsimile signature of the then present Secretary or any Assistant
Secretary of the Company. Financial Advisors Warrant Certificates shall be
dated the date of execution by the Company upon initial issuance, division,
exchange, substitution or transfer.

2

---

6.
TRANSFER OF FINANCIAL ADVISORSS WARRANT. The Financial Advisors
Warrant shall be transferable only on the books of the Company maintained at its
principal office, where its principal office may then be located, upon delivery
thereof duly endorsed by the Holder or by its duly authorized attorney or
Financial Advisor accompanied by proper evidence of succession, assignment or
authority to transfer. Upon any registration of transfer, the Company shall
execute and deliver the new Financial Advisors Warrant to the person
entitled thereto.

7.
RESTRICTION ON TRANSFER OF FINANCIAL ADVISORS WARRANT. The Holder of a
Financial Advisors Warrant Certificate, by its acceptance thereof,
covenants and agrees that the Financial Advisors Warrant is being acquired
as an investment and not with a view to the distribution thereof, and that the
Financial Advisors Warrant may not be sold, transferred, assigned,
hypothecated or otherwise disposed of, in whole or in part, for the term of the
Financial Advisors Warrant, except to officers or affiliates of the
Financial Advisor or by operation of law.

8.
EXERCISE PRICE AND NUMBER OF SECURITIES. Except as otherwise provided in Section
11 hereof, each Financial Advisors Warrant is exercisable to purchase one
share of Common Stock at an initial exercise price equal to the Common Stock
Exercise Price. The Common Stock Exercise Price, and the number of shares for
which the Financial Advisors Warrant may be exercised shall be the price
and the number of shares which shall result from time to time from any and all
adjustments in accordance with the provisions of Section 11 hereof.

9.
REGISTRATION RIGHTS.

9.1
REGISTRATION UNDER THE SECURITIES ACT OF 1933. Each Financial Advisors
Warrant Certificate and each certificate representing securities issuable upon
exercise of the Financial Advisors Warrant (collectively, the
Warrant Shares) shall bear the following legend unless (i) such
Financial Advisors Warrant or Warrant Shares are distributed to the public
pursuant to a registration statement filed under the Securities Act of 1933, as
amended (the Act), or (ii) the Company has received an opinion of
counsel, in form and substance reasonably satisfactory to counsel for the
Company, that such legend is unnecessary for any such certificate:

THE
FINANCIAL ADVISORS WARRANT REPRESENTED BY THIS CERTIFICATE AND THE OTHER
SECURITIES ISSUABLE UPON EXERCISE THEREOF MAY NOT BE OFFERED OR SOLD EXCEPT
PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF
1933 (THE ACT), (II) TO THE EXTENT APPLICABLE, RULE 144 UNDER SUCH
ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF
SECURITIES), OR (III) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY
SATISFACTORY TO COUNSEL FOR THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION
UNDER SUCH ACT IS AVAILABLE.

3

---

THE
TRANSFER OR EXCHANGE OF THE FINANCIAL ADVIOSRS WARRANT REPRESENTED BY THE
CERTIFICATE IS RESTRICTED IN ACCORDANCE WITH THE FINANCIAL ADVISORS
WARRANT AGREEMENT REFERRED TO HEREIN.

9.2
PIGGYBACK REGISTRATION. If, at any time the Company proposes to register any of
its securities under the Act (other than in connection with a merger or pursuant
to Form S-4 or Form S-8), it will give written notice by registered mail, at
least thirty (30) days prior to the filing of each such registration statement,
to the Holders of the Financial Advisors Warrants and/or the Warrant
Shares of its intention to do so. If any of the Holders of the Financial
Advisors Warrants and/or Warrant Shares notify the Company within twenty
(20) days after mailing of any such notice of its or their desire to include any
such securities in such proposed registration statement, the Company shall
afford such Holders of the Financial Advisors Warrants and/or Warrant
Shares the opportunity to have any such Financial Advisors Warrants and/or
Warrant Shares registered under such registration statement. In the event that
the managing underwriter for said offering advises the Company in writing that
in its opinion the number of securities requested to be included in such
registration exceeds the number which can be sold in such offering without
causing a diminution in the offering price or otherwise adversely affecting the
offering, the Company will include in such registration (a) FIRST, the
securities the Company proposes to sell, (b) SECOND, the securities held by the
entities that made the demand for registration, (c) THIRD, the Financial
Advisors Warrants and/or Warrant Shares requested to be included in such
registration which in the opinion of such underwriter can be sold, PRO RATA
among the Holders of Financial Advisors Warrants and/or Warrant Shares on
the basis of the number of Financial Advisors Warrants and/or Warrant
Shares requested to be registered by such Holders, and (d) FOURTH, other
securities requested to be included in such registration.

Notwithstanding
the provisions of this Section 9.2, the Company shall have the right at any time
after it shall have given written notice pursuant to this Section 9.2
(irrespective of whether a written request for inclusion of any such securities
shall have been made) to elect not to file any such proposed registration
statement or to withdraw the same after the filing but prior to the effective
date thereof.

9.3
DEMAND REGISTRATION.

(a)
At any time after the Engagement Date and expiring five (5) years after the
Engagement Date, the Holders of the Financial Advisors Warrants and/or
Warrant Shares representing a Majority (as hereinafter defined in
Section 9.4(k) hereof) of the Financial Advisors Warrants and/or Warrant
Shares shall have the right (which right is in addition to the registration
rights under Section 9.2 hereof), exercisable by written notice to the Company,
to have the Company prepare and file with the Securities and Exchange Commission
(the Commission), on one occasion, a registration statement
(including, but not limited to, a registration statement on Form S-3) and such
other documents, including a prospectus, as may be necessary in the opinion of
both counsel for the Company and counsel for the Holders, in order to comply
with the provisions of the Act, so as to permit a public offering and sale by
such Holders and any other Holders of the Financial Advisors Warrant
and/or Warrant Shares who notify the Company within fifteen (15) days after the
Company mails notice of such request pursuant to Section 9.3(b) hereof
(collectively, the Requesting Holders) of their respective Warrant
Shares for the earlier of (i) six (6) consecutive months or (ii) until the sale
of all of the Warrant Shares requested to be registered by the Requesting
Holders.

4

---

(b)
The Company covenants and agrees to give written notice of any registration
request under this Section 9.3 by any Holder or Holders representing a Majority
of the Financial Advisors Warrants and/or Warrant Shares to all other
registered Holders of the Financial Advisors Warrants and the Warrant
Shares within ten (10) days from the date of the receipt of any such
registration request.

(c)
In addition to the registration rights under Section 9.2 and subsection (a) of
this Section 9.3, at any time commencing one (1) year after the Closing Date and
expiring five (5) years after the Closing Date, the Holders of a Majority of the
Financial Advisors Warrants and/or Warrant Shares shall have the right on
one occasion, exercisable by written request to the Company, to have the Company
prepare and file with the Commission a registration statement so as to permit a
public offering and sale by such Holders of their respective Warrant Shares for
the earlier of (i) six (6) consecutive months or (ii) until the sale of all of
the Warrant Shares requested to be registered by such Holders; provided,
however, that the provisions of Section 9.4(b) hereof shall not apply to any
such registration request and registration and all costs incident thereto shall
be at the expense of the Holder or Holders making such request. If the Holders
have exercised their rights under Section 9.3(a) then the Holders may not
exercise their rights under Section 9.3(c) for a period of six (6) months
following the effective date of any registration statement filed pursuant to
Section 9.3(a).

(d)
Notwithstanding anything to the contrary contained herein, if the Company shall
not have filed a registration statement for the Warrant Shares within the time
period specified in Section 9.4(a) hereof pursuant to the written notice
specified in Section 9.3(a) of the Holders of a Majority of the Financial
Advisors Warrants and/or Warrant Shares, the Company, at its option, may
repurchase (i) any and all Warrant Shares at the higher of the Market Price (as
defined in Section 9.3(e)) per share of Common Stock on (x) the date of the
notice sent pursuant to Section 9.3(a) or (y) the expiration of the period
specified in Section 9.4(a) and (ii) any and all Financial Advisors
Warrant at such Market Price less the exercise price of such Financial
Advisors Warrant. Such repurchase shall be in immediately available funds
and shall close within two (2) days after the later of (i) the expiration of the
period specified in Section 9.4(a) or (ii) the delivery of the written notice of
election specified in this Section 9.3(d).

(e)
DEFINITION OF MARKET PRICE. As used herein, the phrase Market Price
at any date shall mean the fair value as determined in good faith by the
Companys Board of Directors; provided, however, that where there exists a
public market for the Companys Common Stock at the time of Financial
Advisors exercise of this conversion right, the Market Price per share of
Common Stock shall be deemed to be the last reported sale price of the Common
Stock on the trading day before the Financial Advisors Warrant, with
attached Notice of Conversion, are duly surrendered to the Company for
conversion thereof or, in case no such reported sale takes place on such day,
the average of the last reported closing sale prices for the last three (3)
trading days, in either case as officially reported by the principal securities
exchange on which the Common Stock is listed or admitted to trading, or, if the
Common Stock is not listed or admitted to trading on any national securities
exchange, the average closing sale price as furnished by the NASD through The
NASDAQ Stock Market, Inc. (NASDAQ) or similar organization if NASDAQ
is no longer-reporting such information, or if the Common Stock is not quoted on
NASDAQ, the OTC Electronic Bulletin Board, or as determined in good faith by
resolution of the Board of Directors of the Company, based on the best
information available to it.

5

---

9.4
COVENANTS  OF THE COMPANY WITH  RESPECT TO  REGISTRATION.  In  connection  with any
registration  under Sections 9.2 or 9.3 hereof, the Company covenants and agrees as
follows:

(a)
The Company shall use its best efforts to file a registration statement within
sixty (60) days of receipt of any demand therefor, and to have any registration
statements declared effective at the earliest possible time, and shall furnish
each Holder desiring to sell Warrant Shares such number of prospectuses as shall
reasonably be requested.

(b)
The Company shall pay all costs (excluding fees and expenses of Holder(s)
counsel and any underwriting or selling commissions), fees and expenses in
connection with all registration statements filed pursuant to Sections 9.2 and
9.3(a) hereof including, without limitation, the Companys legal and
accounting fees, printing expenses, blue sky fees and expenses. The Holder(s)
will pay all costs, fees and expenses (including those of the Company) in
connection with the registration statement filed pursuant to Section 9.3(c).

(c)
The Company will take all necessary action which may be required in qualifying
or registering the Warrant Shares included in a registration statement for
offering and sale under the securities or blue sky laws of such states as
reasonably are requested by the Holder(s), provided that the Company shall not
be obligated to execute or file any general consent to service of process or to
qualify as a foreign corporation to do business under the laws of any such
jurisdiction.

(d)
The Company shall indemnify the Holder(s) of the Warrant Shares to be sold
pursuant to any registration statement and each person, if any, who controls
such Holders within the meaning of Section 15 of the Act or Section 20(a) of the
Securities Exchange Act of 1934, as amended (Exchange Act), against
all loss, claim, damage, expense or liability (including all expenses reasonably
incurred in investigating, preparing or defending against any claim whatsoever)
to which any of them may become subject under the Act, the Exchange Act or
otherwise, arising from such registration statement but only to the same extent
and with the same effect as the provisions pursuant to which the Company has
agreed to indemnify each of the Underwriters contained in Section 7 of the
Engagement Agreement.

(e)
The Holder(s) of the Warrant Shares to be sold pursuant to a registration
statement, and their successors and assigns, shall severally, and not jointly,
indemnify the Company, its officers and directors and each person, if any, who
controls the Company within the meaning of Section 15 of the Act or Section
20(a) of the Exchange Act, against all loss, claim, damage or expense or
liability (including all expenses reasonably incurred in investigating,
preparing or defending against any claim whatsoever) to which they may become
subject under the Act, the Exchange Act or otherwise, arising from information
furnished by or on behalf of such Holders, or their successors or assigns, for
specific inclusion in such registration statement to the same extent and with
the same effect as the provisions contained in Section 7 of the Engagement
Agreement pursuant to which the Underwriters have agreed to indemnify the
Company.

6

---

(f)
Nothing contained in this Agreement shall be construed as requiring the
Holder(s) to exercise their Financial Advisors Warrant prior to the
initial filing of any registration statement or the effectiveness thereof.

(g)
The Company shall not permit the inclusion of any securities other than the
Warrant Shares to be included in any registration statement filed pursuant to
Section 9.3 hereof, or permit any other registration statement to be or remain
effective during the effectiveness of a registration statement filed pursuant to
Section 9.3 hereof, without the prior written consent of Westminster Securities
Corporation or as otherwise required by the terms of any existing registration
rights granted prior to the date of this Agreement by the Company to the holders
of any of the Companys securities.

(h)
The Company shall furnish to each Holder participating in the offering and to
each underwriter, if any, a signed counterpart, addressed to such Holder or
underwriter, of (i) an opinion of counsel to the Company, dated the effective
date of such registration statement (and, if such registration includes an
underwritten public offering, an opinion dated the date of the closing under the
Engagement Agreement), and (ii) a cold comfort letter dated the
effective date of such registration statement (and, if such registration
includes an underwritten public offering, a letter dated the date of the closing
under the Engagement Agreement) signed by the independent public accountants who
have issued a report on the Companys financial statements included in such
registration statement, in each case covering substantially the same matters
with respect to such registration statement (and the prospectus included
therein) and, in the case of such accountants letter, with respect to
events subsequent to the date of such financial statements, as are customarily
covered in opinions of issuers counsel and in accountants letters
delivered to underwriters in underwritten public offerings of securities.

(i)
The Company shall as soon as practicable after the effective date of the
registration statement, and in any event within 15 months thereafter, make
generally available to its security holders (within the meaning of Rule 158
under the Act) an earnings statement (which need not be audited) complying with
Section 11(a) of the Act and covering a period of at least 12 consecutive months
beginning after the effective date of the registration statement.

(j)
The Company shall enter into an underwriting agreement with the managing
underwriters selected for such underwriting by Holders holding a Majority of the
Warrant Shares requested to be included in such underwriting, which may be the
Financial Advisor. Such agreement shall be satisfactory in form and substance to
the Company, each Holder and such managing underwriters, and shall contain such
representations, warranties and covenants by the Company and such other terms as
are customarily contained in agreements of that type used by the managing
underwriter. The Holders shall be parties to any underwriting agreement relating
to an underwritten sale of their Warrant Shares and may, at their option,
require that any or all the representations, warranties and covenants of the
Company to or for the benefit of such underwriters shall also be made to and for
the benefit of such Holders. Such Holders shall not be required to make any
representations or warranties to or agreements with the Company or the
underwriters except as they may relate to such Holders and their intended
methods of distribution.

(k)
For purposes of this Agreement, the term Majority in reference to
the Financial Advisors Warrants or Warrant Shares, shall mean in excess of
fifty percent (50%) of the then outstanding Financial Advisors Warrants or
Warrant Shares that (i) are not held by the Company, an affiliate, officer,
creditor, employee or agent thereof or any of their respective affiliates,
members of their family, persons acting as nominees or in conjunction therewith
or (ii) have not been resold to the public pursuant to a registration statement
filed with the Commission under the Act.

7

---

10.
OBLIGATIONS OF HOLDERS.  It shall be a condition  precedent to the  obligations of the
Company to  take any action pursuant to SECTION 9 hereof that each of the selling Holders
shall:

(a)
Furnish to the Company such information regarding themselves, the Warrant Shares
held by them, the intended method of sale or other disposition of such
securities, the identity of and compensation to be paid to any underwriters
proposed to be employed in connection with such sale or other disposition, and
such other information as may reasonably be required to effect the registration
of their Warrant Shares.

(b)
Notify the Company, at any time when a prospectus relating to the Warrant Shares
covered by a registration statement is required to be delivered under the Act,
of the happening of any event with respect to such selling Holder as a result of
which the prospectus included in such registration statement, as then in effect,
includes an untrue statement of a material fact or omits to state a material
fact required to be stated therein or necessary to make the statements therein
not misleading in the light of the circumstances then existing.

11.
ADJUSTMENTS TO COMMON STOCK EXERCISE PRICE AND NUMBER OF SECURITIES. The Common
Stock Exercise Price in effect at any time and the number and kind of securities
purchased upon the exercise of the Financial Advisors Warrant shall be
subject to adjustment from time to time only upon the happening of the following
events:

11.1
STOCK DIVIDEND, SUBDIVISION AND COMBINATION. In case the Company shall (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 Common Stock 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 Common Stock 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.

11.2
DILUTIVE ISSUANCES. If and whenever the Company issues or sells any shares of
Common Stock (or any Common Stock equivalents such as convertible securities or
warrants or options) for an effective consideration per share of less than the
then the Common Stock Exercise Price or for no consideration (such lower price,
the Base Share Price and such issuances collectively, a
Dilutive Issuance), then, the Common Stock Exercise Price
shall be reduced to equal the Base Share Price, provided, that for
purposes hereof, all shares of Common Stock that are issuable upon conversion,
exercise or exchange of Common Stock equivalents shall be deemed outstanding
immediately after the issuance of such Common Stock equivalents. Such adjustment
shall be made whenever such shares of Common Stock or Capital Share Equivalents
are issued.

8

---

11.3
ADJUSTMENT IN NUMBER OF SECURITIES. Upon each adjustment of the Common Stock
Exercise Price pursuant to the provisions of this Section 11, the number of
Warrant Shares issuable upon the exercise at the adjusted Common Stock Exercise
Price of each Financial Advisors Warrant shall be adjusted to the nearest
number of whole shares of Common Stock by multiplying a number equal to the
Common Stock Exercise Price in effect immediately prior to such adjustment by
the number of Warrant Shares issuable upon exercise of the Financial
Advisors Warrant immediately prior to such adjustment and dividing the
product so obtained by the adjusted Common Stock Exercise Price.

11.4
DEFINITION OF COMMON STOCK. For the purpose of this Agreement, the term
Common Stock shall mean (i) the class of stock designated as Common
Stock in the Articles of Incorporation of the Company as amended as of the date
hereof, or (ii) any other class of stock resulting from successive changes or
reclassifications of such Common Stock consisting solely of changes in par
value, or from par value to no par value, or from no par value to par value.

11.5
MERGER OR CONSOLIDATION. In case of any consolidation of the Company with, or
merger of the Company into, another corporation (other than a consolidation or
merger which does not result in any reclassification or change of the
outstanding Common Stock), the corporation formed by such consolidation or
merger shall execute and deliver to the Holder a supplemental warrant agreement
providing that the Holder of each Financial Advisors Warrant then
outstanding or to be outstanding shall have the right thereafter (until the
expiration of such Financial Advisors Warrant) to receive, upon exercise
of such Financial Advisors Warrant, the kind and amount of shares of stock
and other securities and property receivable upon such consolidation or merger
by a holder of the number of shares of Common Stock for which such Financial
Advisors Warrant might have been exercised immediately prior to such
consolidation or merger. Such supplemental warrant agreement shall provide for
adjustments which shall be identical to the adjustments provided in this Section
11. The above provision of this subsection shall similarly apply to successive
consolidations or mergers.

11.6
NO  ADJUSTMENT OF EXERCISE  PRICE IN CERTAIN  CASES.  No adjustment of the Common Stock
Exercise  Price shall be made:

(a)
Upon the issuance or sale of the Financial Advisor's Warrant or the Warrant Shares;

(b)
Upon the issuance or sale of Common Stock (or any other Common Stock equivalent)
upon the direct or indirect conversion, exercise, or exchange of any options,
rights, warrants, or other securities or indebtedness of the Company outstanding
as of the date of this Agreement or granted pursuant to any stock option plan of
the Company in existence as of the date of this Agreement, pursuant to the terms
thereof; or

(c)
If the amount of said adjustment shall be less than two cents ($0.02) per share,
provided, however, that in such case any adjustment that would otherwise be
required then to be made shall be carried forward and shall be made at the time
of and together with the next subsequent adjustment which, together with any
adjustment so carried forward, shall amount to at least two cents ($0.02) per
Financial Advisors Warrant.

12.
EXCHANGE AND REPLACEMENT OF FINANCIAL ADVISORS WARRANT CERTIFICATES. Each
Financial Advisors Warrant Certificate is exchangeable, without expense,
upon the surrender thereof by the registered Holder at the principal executive
office of the Company for a new Financial Advisors Warrant Certificate of
like tenor and date representing in the aggregate the right to purchase the same
number of Warrant Shares in such denominations as shall be designated by the
Holder thereof at the time of such surrender.

9

---

Upon
receipt by the Company of evidence reasonably satisfactory to it of the loss,
theft, destruction or mutilation of any Financial Advisors Warrant
Certificate, and, in case of loss, theft or destruction, of indemnity or
security reasonably satisfactory to it and reimbursement to the Company of all
reasonable expenses incidental thereto, and upon surrender and cancellation of
the Financial Advisors Warrant, if mutilated, the Company will make and
deliver a new Warrant Certificate of like tenor, in lieu thereof.

13.
ELIMINATION OF FRACTIONAL INTERESTS. The Company shall not be required to issue
certificates representing fractions of shares of Common Stock upon the exercise
of the Financial Advisors Warrant, nor shall it be required to issue scrip
or pay cash in lieu of fractional interests, it being the intent of the parties
that all fractional interests shall be eliminated by rounding any fraction up to
the nearest whole number of shares of Common Stock or other securities,
properties or rights.

14.
RESERVATION AND LISTING OF SECURITIES. The Company shall at all times reserve
and keep available out of its authorized shares of Common Stock, solely for the
purpose of issuance upon the exercise of the Financial Advisors Warrant,
such number of shares of Common Stock or other securities, properties or rights
as shall be issuable upon the exercise thereof. Every transfer agent
(Transfer Agent) for the Common Stock and other securities of the
Company issuable upon the exercise of the Financial Advisors Warrant will
be irrevocably authorized and directed at all times to reserve such number of
authorized shares of Common Stock and other securities as shall be requisite for
such purpose. The Company will keep a copy of this Agreement on file with every
Transfer Agent for the Common Stock and other securities of the Company issuable
upon the exercise of the Financial Advisors Warrant. The Company will
supply every such Transfer Agent with duly executed stock and other
certificates, as appropriate, for such purpose. The Company covenants and agrees
that, upon exercise of the Financial Advisors Warrant and payment of the
Common Stock Exercise Price therefor, all shares of Common Stock and other
securities issuable upon such exercise shall be duly and validly issued, fully
paid, non-assessable and not subject to the preemptive rights of any
stockholder. As long as the Financial Advisors Warrant shall be
outstanding, the Company shall use its best efforts to cause all shares of
Common Stock issuable upon the exercise of the Financial Advisors Warrant
to be listed (subject to official notice of issuance) on all securities
exchanges on which the Common Stock issued to the public in connection herewith
may then be listed and/or quoted on Nasdaq or the OTC Electronic Bulletin Board.

15.
NOTICES TO FINANCIAL ADVISORS WARRANT HOLDERS. Nothing contained in this
Agreement shall be construed as conferring upon the Holders the right to vote or
to consent or to receive notice as a stockholder in respect of any meetings of
stockholders for the election of directors or any other matter, or as having any
rights whatsoever as a stockholder of the Company. If, however, at any time
prior to the expiration of the Financial Advisors Warrants and their
exercise, any of the following event shall occur:

(a)
the Company shall take a record of the holders of its shares of Common Stock for
the purpose of entitling them to receive a dividend or distribution payable
otherwise than in cash, or a cash dividend or distribution payable otherwise
than out of current or retained earnings, as indicated by the accounting
treatment of such dividend or distribution on the books of the Company; or

10

---

(b)
the Company shall offer to all the holders of its Common Stock any additional
shares of capital stock of the Company or securities convertible into or
exchangeable for shares of capital stock of the Company, or any option, right or
warrant to subscribe therefor; or

(c)
a dissolution, liquidation or winding up of the Company (other than in
connection with a consolidation or merger) or a sale of all or substantially all
of its property, assets and business as an entirety shall be proposed;

then
in any one or more of said events, the Company shall give written notice of such
event at least fifteen (15) days prior to the date fixed as a record date or the
date of closing the transfer books for the determination of the stockholders
entitled to such dividend, distribution, convertible or exchangeable securities
or subscription rights, or entitled to vote on such proposed dissolution,
liquidation, winding up or sale. Such notice shall specify such record date or
the date of closing the transfer books, as the case may be. Failure to give such
notice or any defect therein shall not affect the validity of any action taken
in connection with the declaration or payment of any such dividend, or the
issuance of any convertible or exchangeable securities, or subscription rights,
options or warrants, or any proposed dissolution, liquidation, winding up or
sale.

16.
NOTICES.  All  notices,  requests,  consents  and  other  communications  hereunder
shall  be in  writing  and shall be deemed to have been duly made and sent when
delivered,  mailed by  registered  or  certified  mail, return receipt requested, or
received via facsimile:

(a)
if to the registered  Holder of the Financial  Advisor's  Warrant,  to the address of
such Holder  as shown on the books of the Company; or

(b)
if to the Company, to the address set forth in SECTION 4 hereof or to such other
address as the Company may designate by notice to the Holders.

17.
SUPPLEMENTS; AMENDMENTS; ENTIRE AGREEMENT. This Agreement (including the
Engagement Agreement to the extent portions thereof are referred to herein)
contains the entire understanding between the parties hereto with respect to the
subject matter hereof and may not be modified or amended except by a writing
duly signed by the party against whom enforcement of the modification or
amendment is sought. The Company and the Financial Advisor may from time to time
supplement or amend this Agreement without the approval of any holders of
Financial Advisors Warrant Certificates (other than the Financial Advisor)
in order to cure any ambiguity, to correct or supplement any provision contained
herein which may be defective or inconsistent with any provisions herein, or to
make any other provisions in regard to matters or questions arising hereunder
which the Company and the Financial Advisor may deem necessary or desirable and
which the Company and the Financial Advisor deem shall not adversely affect the
interests of the Holders of Financial Advisors Warrant Certificates.

18.
SUCCESSORS.  All of the covenants  and  provisions  of this  Agreement  shall be binding
upon and  inure to the benefit of the Company, the Holders and their respective
successors and assigns hereunder.

11

---

19.
SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All statements in any schedule,
exhibit or certificate or other instrument delivered by or on behalf of the
parties hereto, or in connection with the transactions contemplated by this
Agreement, shall be deemed to be representations and warranties hereunder.
Notwithstanding any investigations made by or on behalf of the parties to this
Agreement, all representations, warranties and agreements made by the parties to
this Agreement or pursuant hereto shall survive.

20.
GOVERNING LAW. This Agreement and each Financial Advisors Warrant
Certificate issued hereunder shall be deemed to be a contract made under the
laws of the State of New York and for all purposes shall be construed in
accordance with the laws of said State without giving effect to the rules of
said State governing the conflicts of laws.

21.
SEVERABILITY.  If any provision of this Agreement  shall be held to be invalid or
unenforceable,  such invalidity or unenforceability shall not affect any other provision
of this Agreement.

22.
CAPTIONS.  The  caption  headings  of the  Sections  of this  Agreement  are for
convenience  of  reference  only and are not intended,  nor should they be construed as,
a part of this Agreement and shall be given  no substantive effect.

23.
BENEFITS OF THIS AGREEMENT. Nothing in this Agreement shall be construed to give
to any person or corporation other than the Company and the Financial Advisor
and any other registered Holder(s) of the Financial Advisors Warrant
Certificates or Warrant Shares any legal or equitable right, remedy or claim
under this Agreement; and this Agreement shall be for the sole and exclusive
benefit of the Company and the Underwriters and any other Holder(s) of the
Financial Advisors Warrant Certificates or Warrant Shares.

24.
COUNTERPARTS.  This  Agreement  may be  executed in any number of  counterparts  and each
of such  counterparts shall for all purposes be deemed to be an original,  and such
counterparts  shall together  constitute  but one and the same instrument.

IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed, as of the day and year first above written.

|ATTEST:

By: /s/
       Name:
       Title: |  | STEALTH MEDIALABS, INC.,
By:  /s/ Howard Leventhal
       Name: Howard Leventhal
       Title: President and CEO
WESTMINSTER SECURITIES CORPORATION
By:  /s/ John OShea
       Name: John OShea
       Title: President
|------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

12

---

# EXHIBIT
A

# [FORM OF
FINANCIAL ADVISOR'S WARRANT CERTIFICATE]

THE
FINANCIAL ADVISORS WARRANT REPRESENTED BY THIS CERTIFICATE AND THE OTHER
SECURITIES ISSUABLE UPON EXERCISE THEREOF MAY NOT BE OFFERED OR SOLD EXCEPT
PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF
1933 (THE ACT), (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER SUCH
ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF
SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY
SATISFACTORY TO COUNSEL FOR THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION
UNDER SUCH ACT IS AVAILABLE.

THE
TRANSFER OR EXCHANGE OF THE FINANCIAL ADVISORS WARRANT REPRESENTED BY THIS
CERTIFICATE IS RESTRICTED IN ACCORDANCE WITH THE FINANCIAL ADVISORS
WARRANT AGREEMENT REFERRED TO HEREIN.

EXERCISABLE
ON OR BEFORE
5:00 P.M.,
NEW YORK TIME DECEMBER 20, 2007

Financial
Advisors Warrant No.

Issuable for
175,000 Shares of Common Stock

WARRANT
CERTIFICATE

This
Warrant Certificate certifies that Westminster Securities Corporation, a New
York corporation, is the registered holder of Warrants to purchase initially at
any time from December 20, 2002 until 5:00 p.m., New York time on, December 20,
2007 (Expiration Date), up to 175,000 shares of Common Stock, no par
value per share, of the Company (the Common Stock), at an exercise
price of $.50 per share (the Common Stock Exercise Price), upon
surrender of this Financial Advisors Warrant Certificate and payment of
the Common Stock Exercise Price at an office or agency of the Company, but
subject to the conditions set forth herein and in the Financial Advisors
Warrant Agreement dated as of December 20, 2002 among the Company and
Westminster Securities Corporation (the Warrant Agreement). Payment
of the Exercise Price shall be made either by certified or official bank check
in New York Clearing House funds payable to the order of the Company or by
surrender of the Financial Advisors Warrant as provided in the Warrant
Agreement.

No
Warrant may be exercised after 5:00 p.m., New York time, on the Expiration Date,
at which time all Financial Advisors Warrant evidenced hereby, unless
exercised prior thereto, shall thereafter be void.

The
Financial Advisors Warrant evidenced by this Warrant Certificate is part
of a duly authorized issue of Financial Advisors Warrants issued pursuant
to the Warrant Agreement, which Warrant Agreement is hereby incorporated by
reference in and made a part of this instrument and is hereby referred to for a
description of the rights, limitation of rights, obligations, duties and
immunities thereunder of the Company and the holders (the words
holders or holder meaning the registered holders or
registered holder) of the Financial Advisors Warrant.

---

The
Warrant Agreement provides that upon the occurrence of certain events the
Exercise Price and the type and/or number of the Companys securities
issuable thereupon may, subject to certain conditions, be adjusted. In such
event, the Company will, at the request of the holder, issue a new Warrant
Certificate evidencing the adjustment in the Exercise Price and the number
and/or type of securities issuable upon the exercise of the Financial
Advisors Warrant; provided, however, that the failure of the Company to
issue such new Warrant Certificates shall not in any way change, alter or
otherwise impair, the rights of the holder as set forth in the Warrant
Agreement.

Upon
due presentment for registration of transfer of this Warrant Certificate at an
office or agency of the Company, a new Warrant Certificate or Warrant
Certificates of like tenor and evidencing in the aggregate a like number of
Financial Advisors Warrant shall be issued to the transferees in exchange
for this Warrant Certificate, subject to the limitations provided herein and in
the Warrant Agreement, without any charge except for any tax or other
governmental charge imposed in connection with such transfer.

Upon
the exercise of less than all of the Financial Advisors Warrant evidenced
by this Certificate, the Company shall forthwith issue to the holder hereof a
new Warrant Certificate representing such unexercised Financial Advisors
Warrant.

In
addition to the right of exercise, the holder shall have the right to convert
this Warrant Certificate (in whole but not in part) by the surrender of this
Warrant Certificate (with the attached Form of Election to Convert) at the
office of the Company at any time during the duration of this Warrant, into
shares of Common Stock, as provided in the Warrant Agreement.

The
Company may deem and treat the registered holder(s) hereof as the absolute
owner(s) of this Warrant Certificate (notwithstanding any notation of ownership
or other writing hereon made by anyone), for the purpose of any exercise hereof,
and of any distribution to the holder(s) hereof, and for all other purposes, and
the Company shall not be affected by any notice to the contrary.

All
terms used in this Warrant Certificate which are defined in the Warrant
Agreement shall have the meanings assigned to them in the Warrant Agreement.

This
Warrant Certificate does not entitle any holder thereof to any of the rights of
a shareholder of the Company.

IN
WITNESS WHEREOF, the Company has caused this Warrant Certificate to be duly
executed.

Dated
as of December 20, 2002.

|ATTEST:

By: /s/
       Name:
       Title: |  | STEALTH MEDIALABS, INC.,
By:  /s/ Howard Leventhal
       Name: Howard Leventhal
       Title: President and CEO
|------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------

---

[FORM OF
ELECTION TO PURCHASE PURSUANT TO SECTION 4.1]

The
undersigned hereby irrevocably elects to exercise the right, represented by this
Warrant Certificate, to purchase ______ shares of Common Stock, and herewith
tenders in payment for such securities a certified or official bank check
payable in New York Clearing House Funds to the order of Stealth Medialabs, Inc.
(the Company) in the amount of $_________, all in accordance with
the terms of Section 4.1 of the Financial Advisors Warrant Agreement dated
as of December 20, 2002 among the Company and Westminster Securities
Corporation. The undersigned requests that a certificate for such securities be
registered in the name of ____________________, whose address is
__________________ and that such certificate to be delivered
to____________________ whose address is _______________________, and if said
number of shares shall not be all the shares purchasable hereunder, that a new
Warrant Certificate for the balance of the shares purchasable under the within
Warrant Certificate be registered in the name of the undersigned warrant holder
or his assignee as below indicated and delivered to the address stated below.

Dated:_____________________________

Signature:____________________________
               (Signature must conform in all
               respects to name of holder as specified
               on the face of
the Warrant Certificate.)

Address:
______________________________
               ______________________________

______________________________________
(Insert Social
Security or Other IdentifyingNumber of Holder)

Signature
Guaranteed:________________________________________________________

(Signature
must be guaranteed by a bank savings and loan association, stockbroker, or
credit union with membership in an approved signature guaranty Medallion Program
pursuant to Securities Exchange Act Rule 17Ad-15.)

---

[FORM OF
ASSIGNMENT]

| | (TO
BE  EXECUTED BY THE REGISTERED HOLDER IFSUCH HOLDER DESIRES TO TRANSFER THE  WARRANT
CERTIFICATE.)
| | ------------------------------------------------------------------------------------------------------

FOR
VALUE RECEIVED ________________ hereby sells, assigns and transfers unto [NAME
OF TRANSFEREE) this Warrant Certificate, together with all right, title and
interest therein, and does hereby irrevocably constitute and appoint
________________, attorney, to transfer the within Warrant Certificate on the
books of the within-named Company, with full power of substitution.

(Signature
must be guaranteed by a bank savings and loan association, stockbroker, or
credit union with membership in an approved signature guaranty Medallion Program
pursuant to Securities Exchange Act Rule 17Ad-15.)

Dated:_____________________________

Signature:____________________________
               (Signature must conform in all
               respects to name of holder as specified
               on the face of
the Warrant Certificate.)

Address:
______________________________
               ______________________________

______________________________________
(Insert Social
Security or Other IdentifyingNumber of Holder)

Signature
Guaranteed:________________________________________________________

---

[FORM OF
ELECTION TO CONVERT PURSUANT TO SECTION 4.2]

The
undersigned hereby irrevocably elects to exercise the right, represented by this
Warrant Certificate, to convert this Warrant Certificate into ________ shares of
Common Stock (assuming a Market Price calculated on the basis of the last sale
price for Common Stock on _________________, (the trading day immediately
preceding surrender of the Warrant Certificate and this Form of Election to
Convert) of $_________), all in accordance with Section 4.2 of the Financial
Advisors Warrant Agreement dated as of December 20, 2002 between the
Company and Westminster Securities Corporation. The undersigned requests that a
certificate for such securities be registered in the name of
________________________, whose address is ________________________ and
________________________(attach separate sheet if necessary).

Dated:_____________________________

Signature:____________________________
               (Signature must conform in all
               respects to name of holder as specified
               on the face of
the Warrant Certificate.)

Address:
______________________________
               ______________________________

______________________________________
(Insert Social
Security or Other IdentifyingNumber of Holder)

Signature
Guaranteed:________________________________________________________

(Signature
must be guaranteed by a bank savings and loan association, stockbroker, or
credit union with membership in an approved signature guaranty Medallion Program
pursuant to Securities Exchange Act Rule 17Ad-15.)