Exhibit 10.6



          THIS  WARRANT  AND  THE  SHARES  ISSUABLE  UPON  THE  EXERCISE OF THIS
          WARRANT HAVE NOT BEEN REGIS-TERED UNDER THE SECURITIES ACT OF 1933, AS
          AMENDED.  EXCEPT  AS  OTHERWISE  SET  FORTH  HEREIN OR IN A SECURITIES
          PURCHASE  AGREEMENT DATED AS OF MAY 30, 2006, NEITHER THIS WARRANT NOR
          ANY OF SUCH SHARES MAY BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE
          OF AN EFFECTIVE REGISTRA-TION STATEMENT FOR SUCH SECURITIES UNDER SAID
          ACT OR, AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE, CUSTOMARY
          FOR  OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION
          IS  NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 OR
          REGULATION  S  UNDER  SUCH  ACT.

                                                                 Right  to
                                                                 Purchase
                                                                 30,300,000
                                                                 Shares  of
                                                                 Common  Stock,
                                                                 par value $.001
                                                                 per  share

                             STOCK PURCHASE WARRANT

     THIS  CERTIFIES  THAT,  for  value  received,  AJW  Offshore,  Ltd.  or its
registered assigns, is entitled to purchase from PEDIATRIC PROSTHETICS, INC., an
Idaho  corporation  (the "Company"), at any time or from time to time during the
period  specified in Paragraph 2 hereof, 30,300,000 fully paid and nonassessable
shares  of  the  Company's  Common Stock, par value $.001 per share (the "Common
Stock"),  at  an  exercise price per share equal to $.10 (the "Exercise Price").
The  term "Warrant Shares," as used herein, refers to the shares of Common Stock
purchasable  hereunder. The Warrant Shares and the Exercise Price are subject to
adjustment  as  provided  in  Paragraph 4 hereof. The term "Warrants" means this
Warrant  and  the  other  warrants  issued  pursuant  to that certain Securities
Purchase  Agreement, dated May 30, 2006, by and among the Company and the Buyers
listed  on  the  execution  page  thereof (the "Securities Purchase Agreement").

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

     1.  MANNER  OF  EXERCISE;  ISSUANCE  OF  CERTIFICATES;  PAYMENT FOR SHARES.
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Subject  to  the  provisions hereof, this Warrant may be exercised by the holder
hereof,  in  whole or in part, by the surrender of this Warrant, together with a
completed  exercise  agreement  in  the  form  attached  hereto  (the  "Exercise
Agreement"),  to the Company during normal business hours on any business day at
the Company's principal executive offices (or such other office or agency of the
<PAGE>

Company  as  it  may  designate  by  notice  to the holder hereof), and upon (i)
payment  to the Company in cash, by certified or offi-cial bank check or by wire
transfer  for  the  account of the Company of the Exercise Price for the Warrant
Shares  specified in the Exercise Agreement or (ii) if the resale of the Warrant
Shares  by  the  holder  is  not  then  registered  pursuant  to  an  effective
registration  statement  under  the  Securities  Act  of  1933,  as amended (the
"Securities Act"), delivery to the Company of a written notice of an election to
effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant
Shares  specified  in  the  Exercise  Agreement. The Warrant Shares so purchased
shall  be deemed to be issued to the holder hereof or such holder's designee, as
the  record  owner  of  such  shares, as of the close of business on the date on
which this Warrant shall have been surrendered, the completed Exercise Agreement
shall  have been deliv-ered, and payment shall have been made for such shares as
set forth above. Certifi-cates for the Warrant Shares so purchased, representing
the  aggregate  number  of  shares specified in the Exercise Agreement, shall be
delivered  to the holder hereof within a reasonable time, not exceeding five (5)
business days, after this Warrant shall have been so exercised. The certificates
so  delivered  shall  be in such denominations as may be requested by the holder
hereof  and shall be registered in the name of such holder or such other name as
shall  be  designated  by such holder. If this Warrant shall have been exercised
only  in  part, then, unless this Warrant has expired, the Company shall, at its
expense,  at  the time of delivery of such certificates, deliver to the holder a
new Warrant representing the number of shares with respect to which this Warrant
shall  not then have been exercised. In addition to all other available remedies
at  law  or  in  equity,  if  the  Company fails to deliver certificates for the
Warrant  Shares  within  five (5) business days after this Warrant is exercised,
then the Company shall pay to the holder in cash a penalty (the "Penalty") equal
to  2% of the number of Warrant Shares that the holder is entitled to multiplied
by the Market Price (as hereinafter defined) for each day that the Company fails
to  deliver  certificates  for the Warrant Shares. For example, if the holder is
entitled  to  100,000  Warrant  Shares  and  the Market Price is $2.00, then the
Company  shall  pay  to the holder $4,000 for each day that the Company fails to
deliver  certificates  for  the Warrant Shares. The Penalty shall be paid to the
holder  by  the  fifth  day  of  the  month  following the month in which it has
accrued.

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

<PAGE>

     2. PERIOD OF EXERCISE. This Warrant is exercisable at any time or from time
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to  time  on  or  after  the  date on which this Warrant is issued and delivered
pursuant to the terms of the Securities Purchase Agreement and before 6:00 p.m.,
New York, New York time on the seventh (7th) anniversary of the date of issuance
(the  "Exercise  Period").

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

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

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

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

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

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

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

<PAGE>

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

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

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

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

               (II)  ISSUANCE  OF  CONVERTIBLE SECURITIES. If the Company in any
                     ------------------------------------
          manner  issues  or  sells  any  Convertible Securities, whether or not

<PAGE>

          immediately  convertible  (other than where the same are issuable upon
          the  exercise  of  Options)  and  the price per share for which Common
          Stock  is  issuable  upon such conversion or exchange is less than the
          Market Price on the date of issuance, then the maximum total number of
          shares of Common Stock issuable upon the conversion or exchange of all
          such  Convertible  Securities  will, as of the date of the issuance of
          such  Convertible  Securities, be deemed to be outstanding and to have
          been  issued and sold by the Company for such price per share. For the
          purposes  of  the  preceding  sentence, the "price per share for which
          Common  Stock  is  issuable  upon  such  conversion  or  exchange"  is
          determined  by  dividing  (i)  the  total  amount, if any, received or
          receivable by the Company as consideration for the issuance or sale of
          all  such Convertible Securities, plus the minimum aggregate amount of
          additional  consideration,  if  any,  payable  to the Company upon the
          conversion or exchange thereof at the time such Convertible Securities
          first  become  convertible  or exchangeable, by (ii) the maximum total
          number  of  shares  of  Common  Stock  issuable upon the conversion or
          exchange  of all such Convertible Securities. No further adjustment to
          the  Exercise  Price  will  be  made  upon the actual issuance of such
          Common  Stock  upon  conversion  or  exchange  of  such  Convertible
          Securities.

               (III)  CHANGE  IN  OPTION PRICE OR CONVERSION RATE. If there is a
                      -------------------------------------------
          change  at  any  time  in  (i)  the amount of additional consideration
          payable  to  the  Company  upon  the exercise of any Options; (ii) the
          amount  of  additional  consideration,  if any, payable to the Company
          upon  the  conversion  or  exchange  of any Convertible Securities; or
          (iii)  the  rate  at  which any Convertible Securities are convertible
          into  or  exchangeable for Common Stock (other than under or by reason
          of  provisions  designed  to  protect  against dilution), the Exercise
          Price  in  effect at the time of such change will be readjusted to the
          Exercise  Price  which would have been in effect at such time had such
          Options  or Convertible Securities still outstanding provided for such
          changed  additional  consideration  or changed conversion rate, as the
          case  may  be,  at  the  time  initially  granted,  issued  or  sold.

               (IV)  TREATMENT  OF  EXPIRED  OPTIONS AND UNEXERCISED CONVERTIBLE
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          SECURITIES.  If,  in  any  case,  the total number of shares of Common
          ----------
          Stock  issuable  upon  exercise  of  any  Option or upon conversion or
          exchange of any Convertible Securities is not, in fact, issued and the
          rights  to  exercise  such  Option  or  to  convert  or  exchange such
          Convertible  Securities shall have expired or terminated, the Exercise
          Price  then  in  effect will be readjusted to the Exercise Price which
          would  have  been  in  effect  at  the  time  of  such  expiration  or
          termination  had  such Option or Convertible Securities, to the extent
          outstanding immediately prior to such expiration or termination (other
          than  in respect of the actual number of shares of Common Stock issued
          upon  exercise  or  conversion  thereof),  never  been  issued.

               (V)  CALCULATION  OF CONSIDERATION RECEIVED. If any Common Stock,
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          Options  or  Convertible  Securities  are  issued, granted or sold for
          cash, the consideration received therefor for purposes of this Warrant
          will  be the amount received by the Company therefor, before deduction
          of  reasonable  commissions,  underwriting  discounts or allowances or
          other  reasonable  expenses  paid  or  incurred  by  the  Company  in
          connection  with  such  issuance,  grant  or  sale. In case any Common
          Stock,  Options  or  Convertible  Securities  are issued or sold for a
          consideration  part  or  all  of  which  shall be other than cash, the
          amount  of  the  consideration other than cash received by the Company
          will  be  the  fair  value  of  such  consideration, except where such
          consideration  consists  of  securities,  in  which case the amount of
          consideration received by the Company will be the Market Price thereof
          as  of  the  date  of  receipt.  In  case any Common Stock, Options or
          Convertible  Securities are issued in connection with any acquisition,

<PAGE>

          merger  or  consolidation  in  which  the  Company  is  the  surviving
          corporation, the amount of consideration therefor will be deemed to be
          the  fair  value of such portion of the net assets and business of the
          non-surviving  corporation  as  is  attributable to such Common Stock,
          Options  or Convertible Securities, as the case may be. The fair value
          of  any consideration other than cash or securities will be determined
          in  good  faith  by  the  Board  of  Directors  of  the  Company.

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

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

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

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

<PAGE>

     Company) assumes by written instrument the obligations under this Paragraph
     4  and the obligations to deliver to the holder of this Warrant such shares
     of  stock,  securities  or  assets  as,  in  accordance  with the foregoing
     provisions,  the  holder  may  be  entitled  to  acquire.

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

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

          (H)  MINIMUM  ADJUSTMENT  OF  EXERCISE  PRICE.  No  adjustment  of the
     Exercise  Price  shall be made in an amount of less than 1% of the Exercise
     Price  in  effect  at  the time such adjustment is otherwise required to be
     made,  but any such lesser adjustment shall be carried forward and shall be
     made  at  the  time and together with the next subsequent adjustment which,
     together  with any adjustments so carried forward, shall amount to not less
     than  1%  of  such  Exercise  Price.

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

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

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

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

               (III)  there shall be any capital reorganiza-tion of the Company,
          or reclassification of the Common Stock, or consolidation or merger of
          the  Company  with  or  into, or sale of all or substan-tially all its
          assets  to,  another  corporation  or  entity;  or

               (IV)  there  shall  be  a  voluntary or involun-tary dissolution,
          liquidation  or  winding  up  of  the  Company;

<PAGE>

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

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

          (L)  CERTAIN  DEFINITIONS.
                -------------------

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

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

<PAGE>

               (III)  "COMMON STOCK," for purposes of this Paragraph 4, includes
                       ------------
          the  Common Stock, par value $.001 per share, and any additional class
          of  stock  of  the  Company  having  no  preference as to dividends or
          distributions  on  liquidation,  provided  that the shares purchasable
          pursuant  to  this  Warrant shall include only shares of Common Stock,
          par  value  $.001  per  share,  in  respect  of  which this Warrant is
          exercisable,  or  shares resulting from any subdivision or combination
          of  such  Common  Stock,  or  in  the  case  of  any  reorganization,
          reclassification,  consolidation,  merger,  or  sale  of the character
          referred to in Paragraph 4(e) hereof, the stock or other securities or
          property  provided  for  in  such  Paragraph.

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

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

     7.  TRANSFER,  EXCHANGE,  AND  REPLACEMENT  OF  WARRANT.
         ---------------------------------------------------

          (A)  RESTRICTION  ON  TRANSFER. This Warrant and the rights granted to
               -------------------------
     the  holder hereof are transferable, in whole or in part, upon surrender of
     this  Warrant,  together  with  a  properly executed assignment in the form
     attached  hereto,  at  the  office  or agency of the Company referred to in
     Paragraph  7(e)  below, pro-vided, however, that any transfer or assignment
     shall  be  subject to the conditions set forth in Paragraph 7(f) hereof and
     to  the  applicable  provisions of the Securities Purchase Agreement. Until
     due  presentment  for registration of transfer on the books of the Company,
     the  Company may treat the registered holder hereof as the owner and holder
     hereof  for  all  purposes,  and  the  Company shall not be affected by any
     notice to the con-trary. Notwithstanding anything to the contrary contained
     herein,  the  registration  rights  described in Paragraph 8 are assignable
     only  in accordance with the provisions of that certain Registration Rights
     Agreement,  dated  May  30,  2006,  by  and among the Company and the other
     signatories  thereto  (the  "Registration  Rights  Agreement").

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

          (C)  REPLACEMENT  OF  WARRANT.  Upon  receipt  of evi-dence reasonably
               ------------------------
     satisfactory  to the Company of the loss, theft, destruction, or mutilation
     of  this Warrant and, in the case of any such loss, theft, or destruc-tion,
     upon  delivery  of  an indemnity agreement reason-ably satisfactory in form
     and  amount  to  the  Company, or, in the case of any such mutilation, upon

<PAGE>

     surrender  and  cancellation  of this Warrant, the Company, at its expense,
     will  execute  and  deliver,  in lieu thereof, a new Warrant of like tenor.

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

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

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

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

     9.  NOTICES.  All  notices,  requests, and other communications required or
         -------
permitted to be given or delivered hereunder to the holder of this Warrant shall
be  in writing, and shall be personally delivered, or shall be sent by certified
or  registered mail or by recognized overnight mail courier, postage prepaid and
addressed,  to  such holder at the address shown for such holder on the books of
the  Company,  or  at  such  other  address  as shall have been furnished to the
Company  by  notice  from  such  holder.  All  notices,  requests,  and  other
communications  required  or permitted to be given or delivered hereunder to the
Company shall be in writing, and shall be personally delivered, or shall be sent
by certified or registered mail or by recognized overnight mail courier, postage
prepaid  and addressed, to the office of the Company at 12926 Willowchase Drive,
Houston,  TX 77070, Attention: Chief Executive Officer, facsimile No: [ ], or at
such other address as shall have been furnished to the holder of this Warrant by
notice from the Company. Any such notice, request, or other communication may be

<PAGE>

sent by facsimile, but shall in such case be subsequently confirmed by a writing
personally  delivered  or  sent by certified or registered mail or by recognized
overnight  mail  courier  as  provided  above.  All notices, requests, and other
communications  shall  be  deemed  to  have been given either at the time of the
receipt thereof by the person entitled to re-ceive such notice at the address of
such  person  for  purposes  of this Paragraph 9, or, if mailed by registered or
certified mail or with a recognized overnight mail courier upon deposit with the
United  States Post Office or such overnight mail courier, if postage is prepaid
and  the  mailing  is  properly  addressed,  as  the  case  may  be.

     10.  GOVERNING  LAW.  THIS  WARRANT  SHALL  BE  ENFORCED,  GOVERNED  BY AND
          --------------
CONSTRUED  IN  ACCORDANCE  WITH  THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO
AGREEMENTS  MADE  AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, WITHOUT REGARD
TO  THE  PRINCIPLES OF CONFLICT OF LAWS. THE PARTIES HERETO HEREBY SUBMIT TO THE
EXCLUSIVE  JURISDICTION OF THE UNITED STATES FEDERAL COURTS LOCATED IN NEW YORK,
NEW  YORK WITH RESPECT TO ANY DISPUTE ARISING UNDER THIS WARRANT, THE AGREEMENTS
ENTERED  INTO  IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR
THEREBY.  BOTH PARTIES IRREVOCABLY WAIVE THE DEFENSE OF AN INCONVENIENT FORUM TO
THE  MAINTENANCE  OF  SUCH  SUIT  OR PROCEEDING. BOTH PARTIES FURTHER AGREE THAT
SERVICE  OF  PROCESS  UPON A PARTY MAILED BY FIRST CLASS MAIL SHALL BE DEEMED IN
EVERY  RESPECT  EFFECTIVE  SERVICE OF PROCESS UPON THE PARTY IN ANY SUCH SUIT OR
PROCEEDING. NOTHING HEREIN SHALL AFFECT EITHER PARTY'S RIGHT TO SERVE PROCESS IN
ANY  OTHER  MANNER  PERMITTED  BY  LAW.  BOTH  PARTIES  AGREE  THAT  A  FINAL
NON-APPEALABLE  JUDGMENT  IN ANY SUCH SUIT OR PROCEEDING SHALL BE CONCLUSIVE AND
MAY  BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON SUCH JUDGMENT OR IN ANY OTHER
LAWFUL  MANNER.  THE  PARTY  WHICH DOES NOT PREVAIL IN ANY DISPUTE ARISING UNDER
THIS  WARRANT  SHALL  BE  RESPONSIBLE  FOR  ALL  FEES  AND  EXPENSES,  INCLUDING
ATTORNEYS'  FEES,  INCURRED  BY  THE  PREVAILING  PARTY  IN CONNECTION WITH SUCH
DISPUTE.

     11.  MISCELLANEOUS.
          -------------

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

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

          (C)  CASHLESS  EXERCISE.  Notwithstanding  anything  to  the  contrary
     contained  in  this  Warrant,  if  the  resale of the Warrant Shares by the
     holder  is  not  then  registered  pursuant  to  an  effective registration
     statement  under  the  Securities  Act,  this  Warrant  may be exercised by
     presentation  and surrender of this Warrant to the Company at its principal
     executive offices with a written notice of the holder's intention to effect
     a  cashless  exercise,  including  a calculation of the number of shares of
     Common  Stock  to be issued upon such exercise in accordance with the terms
     hereof  (a  "Cashless  Exercise").  In the event of a Cashless Exercise, in
     lieu  of paying the Exercise Price in cash, the holder shall surrender this
     Warrant for that number of shares of Common Stock determined by multiplying

<PAGE>

     the  number  of Warrant Shares to which it would otherwise be entitled by a
     fraction,  the  numerator of which shall be the difference between the then
     current  Market Price per share of the Common Stock and the Exercise Price,
     and  the  denominator  of  which shall be the then current Market Price per
     share  of  Common  Stock.  For example, if the holder is exercising 100,000
     Warrants  with  a  per  Warrant exercise price of $0.75 per share through a
     cashless exercise when the Common Stock's current Market Price per share is
     $2.00  per  share, then upon such Cashless Exercise the holder will receive
     62,500  shares  of  Common  Stock.

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













                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

<PAGE>

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

                                 PEDIATRIC PROSTHETICS, INC.



                                 By: /s/ Linda Putback-Bean
                                    -------------------------
                                    Linda Putback-Bean
                                    Chief Executive Officer


Dated as of May 30, 2006


<PAGE>

                           FORM OF EXERCISE AGREEMENT



                                             Dated:             , 200
                                                   ------------      ---


To:
   ---------------------




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



                                  Name:
                                       ---------------------------

                                  Signature:
                                  Address:
                                          ------------------------

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

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


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


<PAGE>

                               FORM OF ASSIGNMENT





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


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







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



Dated:     ________ __, 200_



In the presence of:                             ------------------------------

                          Name:
                               ------------------------------------------------

                          Signature:
                                    -------------------------------------------
                                    Title of Signing Officer or Agent (if any):


                                  ------------------------------
                          Address:
                                  ------------------------------

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

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

<PAGE>