THIS  COMMON   STOCK  PURCHASE   WARRANT  HAS  NOT  BEEN  REGISTERED  UNDER  THE
SECURITIES  ACT  OF 1933 ACT, AS AMENDED (THE "1933 ACT"). THE HOLDER HEREOF, BY
PURCHASING  THIS  COMMON  STOCK  PURCHASE WARRANT, AGREES FOR THE BENEFIT OF THE
COMPANY  THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY
(A)  TO  THE  COMPANY,  (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
1933  ACT,  OR  (C)  IF  REGISTERED  UNDER THE 1933 ACT AND ANY APPLICABLE STATE
SECURITIES  LAWS.  IN  ADDITION, A STOCK PURCHASE AGREEMENT (THE "STOCK PURCHASE
AGREEMENT"),  DATED  THE  DATE  HEREOF, A COPY OF WHICH MAY BE OBTAINED FROM THE
COMPANY  AT  ITS  PRINCIPAL  EXECUTIVE  OFFICE,  CONTAINS  CERTAIN  ADDITIONAL
AGREEMENTS  AMONG  THE  PARTIES, INCLUDING, WITHOUT LIMITATION, PROVISIONS WHICH
LIMIT  THE  EXERCISE  RIGHTS  OF  THE  HOLDER  AND  SPECIFY MANDATORY REDEMPTION
OBLIGATIONS  OF  THE  COMPANY.


                          CYBER PUBLIC RELATIONS, INC.
                   A WARRANT FOR THE PURCHASE OF COMMON STOCK


1,500,000 Shares                                    Rancho Cucamonga, California

     THIS  IS  TO CERTIFY that pursuant to that certain Stock Purchase Agreement
of  even  date  herewith  executed  by  the  parries hereto (the "Stock Purchase
Agreement"),  for  value received, BARRON PARTNERS LP (the "Holder") is entitled
at  any  time  from  the  date hereof, but prior to 5:00 p.m., Rancho Cucamonga,
California  time  on January __, 2009, or 18 months after the effectiveness of a
Registration  Statement (hereinafter defined) subsequent to the issuance hereof,
whichever  is  longer,  subject  to  and upon the terms and conditions contained
herein,  to purchase up to 1,500,000 fully paid and non-assessable shares of the
common  stock,  par  value $0.001 per share (the "Common Stock") of CYBER PUBLIC
RELATIONS,  INC.,  a Florida corporation (the "Company"), at a purchase price of
$1.00  per  share  of the Common Stock (the "Exercise Price") such number of the
shares  and  the  Exercise Price being subject to adjustment as provided herein.

     This  A  Warrant  shall  be  void and of no effect and all rights hereunder
shall cease at 5:00 p.m., Rancho Cucamonga, California time on January __, 2009,
or  18  months after the effectiveness of a Registration Statement subsequent to
the  issuance  hereof,  whichever  is  longer,  except to the extent theretofore
exercised;  provided that in the case of the earlier dissolution of the Company,
this A Warrant shall become void on the date fixed for such dissolution. As used
herein,  "Registration  Statement"  means  a registration statement filed by the
Company  on  Form  S-l, SB-2, or S-3, or some other similar form pursuant to the
Securities  Act  of  1933, as amended (the "1933 Act") to register the resale of
the  shares  of th Common  Stock  upon  the  exercise  of  this  A  Warrant

     1.   Registration  of  this  A  Warrant.  The Company shall register this A
          ----------------------------------
Warrant  upon  records  to be maintained by the Company for that purpose (the "A
Warrant  Register"),  in the name of the record Holder hereof from time to time.
The  Company  may  deem and treat the registered Holder of this A Warrant as the
absolute owner hereof for the purpose of any exercise hereof or any distribution
to the Holder, and for all other purposes, and the Company shall not be affected
by  notice  to  the  contrary.

     2.   Investment  Representation.  The  Holder  by  accepting this A Warrant
          --------------------------
represents  that  the  Holder is acquiring this A Warrant for its own account or
the account of an affiliate for investment purposes and not with the view to any
offering  or distribution and that the Holder will not sell or otherwise dispose
of  this  A  Warrant  or  the underlying Common Stock in violation of applicable
securities  laws. The Holder acknowledges that the certificates representing any
shares of the Common Stock will bear a legend indicating that they have not been
registered  under the 1933 Act and may not be sold by the Holder except pursuant
to  an  effective  Registration  Statement  or  pursuant  to  an  exemption from
registration  requirements  of  the  1933 Act and in accordance with federal and
state  securities  laws.

     3.   Validity  of  A  Warrant and Issuance of the Common Stock. The Company
          ---------------------------------------------------------
represents and warrants that this A Warrant has been duly authorized and validly
issued and warrants and agrees that the Common Stock that may be issued upon the
exercise of the rights represented by this A Warrant will, when issued upon such
exercise,


                                        1
<PAGE>
be  duly  authorized, validly issued, fully paid and nonassessable and free from
all  taxes,  liens  and  charges  with respect to the issue thereof. The Company
further  warrants  and  agrees  that  during  the period within which the rights
represented  by  this  A Warrant may be exercised, the Company will at all times
have  authorized  and reserved a sufficient number of shares of the Common Stock
to  provide  for  the  exercise  of  the  rights  represented by this A Warrant.

     4.   Registration of Transfers and Exchange of this A Warrant.
          --------------------------------------------------------

          (a)  Subject  to  compliance  with the legend set forth on the face of
this A Warrant, the Company shall register the transfer of any portion of this A
Warrant  in  the  A  Warrant Register, upon surrender of this A Warrant with the
Form  of Assignment attached hereto duly completed and signed, to the Company at
the  office  specified  in  or  pursuant  to  Paragraph  9 hereof. Upon any such
registration  or  transfer,  a  new  warrant  to  purchase  the Common Stock, in
substantially  the  form  of  this  A  Warrant  (any  such new warrant, a "New A
Warrant"),  evidencing  the  portion  of  this A Warrant so transferred shall be
issued to the transferee and a New A Warrant evidencing the remaining portion of
this  A  Warrant not so transferred, if any, shall be issued to the transferring
Holder.  The  acceptance of the New A Warrant by the transferee thereof shall be
deemed the acceptance of such transferee of all of the rights and obligations of
the  Holder.

          (b)  This  A Warrant is exchangeable, upon the surrender hereof by the
Holder  to the office of the Company specified in or pursuant to Paragraph 9 for
one  or  more  New A Warrants, evidencing in the aggregate the right to purchase
the  number of shares of the Common Stock which may then be purchased hereunder.
Any  such  New  A  Warrant  will  be  dated  the  date  of  such  exchange.

     5.   Exercise of this A Warrant.
          --------------------------

          (a)  Upon  surrender  of  this  A Warrant with the Form of Election to
Purchase  attached  hereto  duly  completed  and  signed  to the Company, at its
address  set  forth  in Paragraph 9 hereof, and upon payment and delivery of the
Exercise  Price multiplied  by the number of shares of the Common Stock that the
Holder  intends  to  purchase hereunder, in lawful money of the United States of
America,  in  cash  or  by  certified  or  official bank check or checks, to the
Company, all as specified by the Holder in the Form of Election to Purchase, the
Company  shall  promptly hut in no event later than five business days after the
Date  of  Exercise (as defined herein) issue or cause to be issued and delivered
to  or  upon  the  written  order of the Holder and in such name or names as the
Holder  may  designate (subject to the restrictions on transfer described in the
legend set forth on the face of this A Warrant), a certificate for the shares of
the  Common  Stock  issuable upon such exercise, with such restrictive legend as
required  by the 1933 Act. Any person so designated by the Holder to receive the
shares  of  the  Common Stock shall be deemed to have become holder of record of
the  Common  Stock  as  of  the  Date  of  Exercise  of  this  A  Warrant.

          (b)  "Date of Exercise" means the date on which the Company shall have
received (i) this A Warrant (or any New A Warrant, as applicable), with the Form
of  Election  to  Purchase  attached  hereto (or attached to such New A Warrant)
appropriately  completed and duly signed, and (ii) payment of the Exercise Price
for  the  number  of shares of the Common Stock so indicated by the Holder to be
purchased.

          (c)  This  A Warrant shall be exercisable at any time and from time to
time  for  such  number  of  shares  of  the Common Stock as is indicated in the
attached  Form  of  Election  to Purchase. If less than all of the shares of the
Common  Stock  which  may be purchased under this A Warrant are purchased at any
time,  the  Company  shall  issue or cause to be issued, at its expense, a New A
Warrant  evidencing  the right to purchase the remaining number of shares of the
Common  Stock  for  which  no  exercise  has  been  evidenced by this A Warrant.

          (d)  Notwithstanding  anything  contained  herein to the contrary, the
holder  of this A Warrant may, at its election exercised in its sole discretion,
exercise  this  A  Warrant  in  whole or in part and, in lieu of making the cash
payment  otherwise  contemplated to be made to the Company upon such exercise in
payment  of  the Exercise Price, elect instead to receive upon such exercise the
"Net Number" of shares of the Common Stock determined according to the following
formula  (a  "Cashless  Exercise"):


                                        2
<PAGE>
                         Net Number = (A x B) - (A x C)
                                      -----------------
                                              B

          For  purposes  of  the  foregoing  formula:

               A =  the total number shares with respect to which this A Warrant
                    is  then  being  exercised.

               B =  the  last  reported sale price (as reported by Bloomberg) of
                    the  Common Stock on the date immediately preceding the date
                    of  the  notice  of  exercise  of  this  A  Warrant.

               C =  the  Exercise  Price  then  in  effect  at  the time of such
                    exercise.

     Provided,  however,  notwithstanding  anything  herein  contained  to  the
contrary,  the Holder may not affect a Cashless Exercise of this A Warrant until
after  July  __,  2004,  and  thereafter  so  long  as  there  is  an  effective
Registration  Statement  with  respect  to  the  shares  of  the  Common  Stock.

     6.   Adjustment  of  Exercise Price and Number of Shares. The shares of the
          ---------------------------------------------------
Common  Stock  or  other securities at the time issuable upon exercise of this A
Warrant  and  the  Exercise  Price  therefor, are subject to adjustment upon the
occurrence  of  the  following  events:

          (a)  Adjustment  of the Exercise Price due to EBIT. The Exercise Price
               ---------------------------------------------
will  be  adjusted  on a sliding scale if the earnings before interest and taxes
("EBIT")  of  the  Company,  not including any non recurring gains or losses, is
less  than  $3,000,000  for  the fiscal year of the Company ending September 30,
2004  (the  "Adjustment  Date")  as  hereinafter described.   If the EBIT of the
Company is $2,000,000 or less as of the Adjustment Date, then the Exercise Price
will be $0.25 per share of the Common Stock.  If the EBIT of the Company is less
than $3,000,000  but  more  than  $2,000,000 as of the Adjustment Date, then the
Exercise  Price  will equal $1.00 - [$.75 x ($3,000,000-E)/$ 1,000,000], where E
is  the  actual  EBIT as of Adjustment Date. For example, if EBIT is $2,500,000,
the  Exercise Price will be $1.00 - [S.75 x ($3,000,000-$2,500,000)/$l,000,000],
or  $0.63.  In  no event will the Exercise Price be less than $0.25 per share of
the  Common  Stock.

          (b)  Adjustment  for Stock Splits, Stock Dividends, Recapitalizations,
               -----------------------------------------------------------------
Etc. The Exercise Price of this A Warrant and the number of shares of the Common
---
Stock  or  other  securities  at  the  time issuable upon the exercise of this A
Warrant  shall  be  appropriately  adjusted to reflect any stock dividend, stock
split,  combination  of  shares,  reclassification,  recapitalization  or  other
similar  event affecting the number of outstanding shares of the Common Stock or
other  securities  of  the  Company.

          (c)  Adjustment  for  Reorganization,  Consolidation,  Merger, Etc. In
             ---------------------------------------------------------------
case  of  any  consolidation  or  merger  of  the Company with or into any other
corporation,  entity  or person, or any other corporate reorganization, in which
the  Company  shall  not  be  the  continuing  or  surviving  entity  of  such
consolidation,  merger or reorganization (any such transaction being referred to
as  a  "Reorganization"),  then, in each case, the Holder, on exercise hereof at
any  time  after  the consummation or effective date of such Reorganization (the
"Effective  Date"),  shall receive, in lieu of the shares of the Common Stock or
other securities of the Company at any time issuable upon the exercise of this A
Warrant  prior  to  the Effective Date, the shares of the Common Stock and other
securities  of  the  Company  and  property (including cash) to which the Holder
would  have  been  entitled  upon the Effective Date if the Holder had exercised
this  A  Warrant immediately prior thereto (all subject to further adjustment as
provided  in  this  A  Warrant).

          (d)  Certificate  as  to  Adjustments.  In  case  of any adjustment or
               --------------------------------
readjustment in the price or kind of securities issuable on the exercise of this
A  Warrant,  the Company will promptly give written notice thereof to the Holder
in  the form of a certificate, certified and confirmed by the Board of Directors
of  the  Company,  setting  forth such adjustment or readjustment and showing in
reasonable detail the facts upon which such adjustment or readjustment is based.


                                        3
<PAGE>
     7.   Fractional Shares. The Company shall not be required to issue or cause
          -----------------
to  be  issued  fractional  shares of the Common Stock on the exercise of this A
Warrant.  The  number  of full shares of the Common Stock that shall be issuable
upon  the  exercise  of  this  A  Warrant  shall be computed on the basis of the
aggregate number of shares of the Common Stock purchasable on exercise of this A
Warrant  so  presented.  If  any fraction of shares of the for the provisions of
this  Paragraph  8,  be  issuable on the exercise of this A Warrant, the Company
shall,  at  its  option,  (a)  pay an amount in cash equal to the Exercise Price
multiplied  by  such  fraction  or  (b) round the number of shares of the Common
Stock  issuable,  up  to  the  next  whole  number.

     8.   Notice.  All  notices  and  other communications hereunder shall be in
          ------
writing  and  shall  be  deemed  to  have  been  given  (a) on the date they are
delivered  if  delivered  in  person;  (b)  on  the  date  initially received if
delivered  by  facsimile  transmission  followed by registered or certified mail
confirmation;  (c) on the date delivered by an overnight courier service; or (d)
on  the  third business day it is mailed by registered or certified mail, return
receipt  requested  with  postage  and  other  fees  prepaid,  if to the Company
addressed to Mr. Steven D. Rosenthal at 8513 Rochester Avenue, Rancho Cucamonga,
California  91730, with a copy to Norman T. Reynolds, Esq. at 815 Walker Street,
Suite  1250,  Houston, Texas 77002, and if to the Holder addressed to Mr. Andrew
Barron  Worden  730 Fifth Avenue, 9th Floor, New York, New York 10019. Any party
hereto  may  change  its address upon 10 days' written notice to any other party
hereto.

     9.   Miscellaneous.
          -------------

          (a)  This  A  Warrant  shall be binding on and inure to the benefit of
the parties hereto and their respective successors and permitted assigns. This A
Warrant may be amended only in writing and signed by the Company and the Holder.

          (b)  Nothing  in  this  A  Warrant  shall  be construed to give to any
person  or  corporation  other  than  the  Company  and  the Holder any legal or
equitable  right, remedy or cause of action under this A Warrant. This A Warrant
shall  be  for  the  sole  and  exclusive benefit of the Company and the Holder.

          (c)  This  A  Warrant shall be governed by and construed in accordance
with  the  laws  of  the State of California, without regard to any conflicts of
laws provisions thereof.   Each party hereby irrevocably submits to the personal
jurisdiction  of  the  United  States District Court for the Central District of
California,  as  well  as  of  the Superior Courts of the State of California in
Riverside  County, California over any suit, action or proceeding arising out of
or  relating  to  this  Agreement.  Each party hereby irrevocably waives, to the
fullest  extent  permitted  by  law, any objection which it may now or hereafter
have to the laying of the venue of any such mediation, arbitration, suit, action
or  proceeding brought in any such county and any claim that any such mediation,
arbitration,  suit, action or proceeding brought in such county has been brought
in  an  inconvenient  forum.

          (d)  The headings herein are for convenience only, do not constitute a
part  of  this  A  Warrant and shall not be deemed to limit or affect any of the
provisions  hereof.

          (e)  In case any one or more of the provisions of this A Warrant shall
be  invalid  or unenforceable in any respect, the validity and enforceability of
the  remaining  terms  and  provisions of this A Warrant shall not in any way be
affected or impaired thereby and the parties will attempt in good faith to agree
upon  a valid and enforceable provision which shall be a commercially reasonably
substitute  therefore,  and  upon so agreeing, shall incorporate such substitute
provision  in  this  A  Warrant.

          (f)  The Holder shall not, by virtue hereof, be entitled to any voting
or  other  rights  of a shareholder of the Company, either at law or equity, and
the  rights  of  the  Holder  are  limited to those expressed in this A Warrant.

          (g)  In  the event of any conflict between the terms of this A Warrant
or the Stock Purchase Agreement, the terms of the Stock Purchase Agreement shall
control.


                                        4
<PAGE>
     IN  WITNESS  WHEREOF,  the  Company  has  caused  this A Warrant to be duly
executed  by  the  officer  as  of  the  date  first  above  stated.

                                  CYBER PUBLIC RELATIONS, INC.

                                  By  /s/  Steven D. Rosenthal
                                    --------------------------------------------
                                    Steven D. Rosenthal, Chief Executive Officer


                                        5
<PAGE>
THIS  COMMON   STOCK  PURCHASE   WARRANT  HAS  NOT  BEEN  REGISTERED  UNDER  THE
SECURITIES  ACT  OF 1933 ACT, AS AMENDED (THE "1933 ACT"). THE HOLDER HEREOF, BY
PURCHASING  THIS  COMMON  STOCK  PURCHASE WARRANT, AGREES FOR THE BENEFIT OF THE
COMPANY  THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY
(A)  TO  THE  COMPANY,  (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
1933  ACT,  OR  (C)  IF  REGISTERED  UNDER THE 1933 ACT AND ANY APPLICABLE STATE
SECURITIES  LAWS.  IN  ADDITION, A STOCK PURCHASE AGREEMENT (THE "STOCK PURCHASE
AGREEMENT"),  DATED  THE  DATE  HEREOF, A COPY OF WHICH MAY BE OBTAINED FROM THE
COMPANY  AT  ITS  PRINCIPAL  EXECUTIVE  OFFICE,  CONTAINS  CERTAIN  ADDITIONAL
AGREEMENTS  AMONG  THE  PARTIES, INCLUDING, WITHOUT LIMITATION, PROVISIONS WHICH
LIMIT  THE  EXERCISE  RIGHTS  OF  THE  HOLDER  AND  SPECIFY MANDATORY REDEMPTION
OBLIGATIONS  OF  THE  COMPANY.

                          CYBER PUBLIC RELATIONS, INC.
                   B WARRANT FOR THE PURCHASE OF COMMON STOCK


1,650,000 Shares                                    Rancho Cucamonga, California


     THIS  IS  TO CERTIFY that pursuant to that certain Stock Purchase Agreement
of  even  date  herewith  executed  by  the  parties hereto (the "Stock Purchase
Agreement"),  for  value received, BARRON PARTNERS LP (the "Holder") is entitled
at  any  time  from  the  date hereof, but prior to 5:00 p.m., Rancho Cucamonga,
California  time  on January __, 2009, or 18 months after the effectiveness of a
Registration  Statement (hereinafter defined) subsequent to the issuance hereof,
whichever  is  longer,  subject  to  and upon the terms and conditions contained
herein,  to purchase up to 1,650,000 fully paid and non-assessable shares of the
common  stock,  par  value $0.001 per share (the "Common Stock") of CYBER PUBLIC
RELATIONS,  INC.,  a Florida corporation (the "Company"), at a purchase price of
$1.00  per  share  of the Common Stock (the "Exercise Price") such number of the
shares  and  the  Exercise Price being subject to adjustment as provided herein.

     This  B  Warrant  shall  be  void and of no effect and all rights hereunder
shall cease at 5:00 p.m., Rancho Cucamonga, California time on January __, 2009,
or  18  months after the effectiveness of a Registration Statement subsequent to
the  issuance  hereof,  whichever  is  longer,  except to the extent theretofore
exercised;  provided that in the case of the earlier dissolution of the Company,
this B Warrant shall become void on the date fixed for such dissolution. As used
herein,  "Registration  Statement"  means  a registration statement filed by the
Company  on  Form  S-l, SB-2, or S-3, or some other similar form pursuant to the
Securities  Act  of  1933, as amended (the "1933 Act") to register the resale of
the  shares  of  the  Common  Stock  upon  the  exercise  of  this  B  Warrant.

     1.   Registration  of  this  B  Warrant.  The Company shall register this B
          ----------------------------------
Warrant  upon  records  to be maintained by the Company for that purpose (the "B
Warrant  Register"),  in the name of the record Holder hereof from time to time.
The  Company  may  deem and treat the registered Holder of this B Warrant as the
absolute owner hereof for the purpose of any exercise hereof or any distribution
to the Holder, and for all other purposes, and the Company shall not be affected
by  notice  to  the  contrary.

     2.   Investment  Representation.  The  Holder  by  accepting this B Warrant
          --------------------------
represents  that  the  Holder is acquiring this B Warrant for its own account or
the account of an affiliate for investment purposes and not with the view to any
offering  or distribution and that the Holder will not sell or otherwise dispose
of  this  B  Warrant  or  the underlying Common Stock in violation of applicable
securities  laws. The Holder acknowledges that the certificates representing any
shares of the Common Stock will bear a legend indicating that they have not been
registered  under the 1933 Act and may not be sold by the Holder except pursuant
to  an  effective  Registration  Statement  or  pursuant  to  an  exemption from
registration  requirements  of  the  1933 Act and in accordance with federal and
state  securities  laws.

     3.   Validity  of  B  Warrant and Issuance of the Common Stock. The Company
          ---------------------------------------------------------
represents and warrants that this B Warrant has been duly authorized and validly
issued and warrants and agrees that the Common Stock that may be issued upon the
exercise of the rights represented by this B Warrant will, when issued upon such
exercise,  be


                                        1
<PAGE>
duly  authorized, validly issued, fully paid and nonassessable and free from all
taxes,  liens and charges with respect to the issue thereof. The Company further
warrants  and  agrees that during the period within which the rights represented
by  this  B  Warrant  may  be  exercised,  the  Company  will  at all times have
authorized  and  reserved  a  sufficient number of shares of the Common Stock to
provide for the exercise of the rights represented by this B Warrant.

     4.   Registration of Transfers and Exchange of this B Warrant.
          --------------------------------------------------------

          (a)  Subject  to  compliance  with the legend set forth on the face of
this B Warrant, the Company shall register the transfer of any portion of this B
Warrant  in  the  B  Warrant Register, upon surrender of this B Warrant with the
Form  of Assignment attached hereto duly completed and signed, to the Company at
the  office  specified  in  or  pursuant  to  Paragraph  9 hereof. Upon any such
registration  or  transfer,  a  new  warrant  to  purchase  the Common Stock, in
substantially  the  form  of  this  B  Warrant  (any  such new warrant, a "New B
Warrant"),  evidencing  the  portion  of  this B Warrant so transferred shall be
issued to the transferee and a New B Warrant evidencing the remaining portion of
this  B  Warrant not so transferred, if any, shall be issued to the transferring
Holder.  The  acceptance of the New B Warrant by the transferee thereof shall be
deemed the acceptance of such transferee of all of the rights and obligations of
the  Holder.

          (b)  This  B Warrant is exchangeable, upon the surrender hereof by the
Holder  to the office of the Company specified in or pursuant to Paragraph 9 for
one  or  more  New B Warrants, evidencing in the aggregate the right to purchase
the  number of shares of the Common Stock which may then be purchased hereunder.
Any  such  New  B  Warrant  will  be  dated  the  date  of  such  exchange.

     5.   Exercise of this B Warrant.
          --------------------------

          (a)  Upon  surrender  of  this  B Warrant with the Form of Election to
Purchase  attached  hereto  duly  completed  and  signed  to the Company, at its
address  set  forth  in Paragraph 9 hereof, and upon payment and delivery of the
Exercise  Price  multiplied by the number of shares of the Common Stock that the
Holder  intends  to  purchase hereunder, in lawful money of the United States of
America,  in  cash  or  by  certified  or  official bank check or checks, to the
Company, all as specified by the Holder in the Form of Election to Purchase, the
Company  shall  promptly but in no event later than five business days after the
Date  of  Exercise (as defined herein) issue or cause to be issued and delivered
to  or  upon  the  written  order of the Holder and in such name or names as the
Holder  may  designate (subject to the restrictions on transfer described in the
legend set forth on the face of this B Warrant), a certificate for the shares of
the  Common  Stock  issuable upon such exercise, with such restrictive legend as
required  by the 1933 Act. Any person so designated by the Holder to receive the
shares  of  the  Common Stock shall be deemed to have become holder of record of
the  Common  Stock  as  of  the  Date  of  Exercise  of  this  B  Warrant.

          (b)  "Date of Exercise" means the date on which the Company shall have
received (i) this B Warrant (or any New B Warrant, as applicable), with the Form
of  Election  to  Purchase  attached  hereto (or attached to such New B Warrant)
appropriately  completed and duly signed, and (ii) payment of the Exercise Price
for  the  number  of shares of the Common Stock so indicated by the Holder to be
purchased.

          (c)  This  B Warrant shall be exercisable at any time and from time to
time  for  such  number  of  shares  of  the Common Stock as is indicated in the
attached  Form  of  Election  to Purchase. If less than all of the shares of the
Common  Stock  which  may be purchased under this B Warrant are purchased at any
time,  the  Company  shall  issue or cause to be issued, at its expense, a New B
Warrant  evidencing  the right to purchase the remaining number of shares of the
Common  Stock  for  which  no  exercise  has  been  evidenced by this B Warrant.

          (d)  Notwithstanding  anything  contained  herein to the contrary, the
holder  of this B Warrant may, at its election exercised in its sole discretion,
exercise  this  B  Warrant  in  whole or in part and, in lieu of making the cash
payment  otherwise  contemplated to be made to the Company upon such exercise in
payment  of  the Exercise Price, elect instead to receive upon such exercise the
"Net Number" of shares of the Common Stock determined according to the following
formula  (a  "Cashless  Exercise"):


                                        2
<PAGE>
                         Net Number = (A x B) - (A x C)
                                      -----------------
                                              B

          For  purposes  of  the  foregoing  formula:

               A =  the total number shares with respect to which this A Warrant
                    is  then  being  exercised.

               B =  the  last reported  sale price (as reported by Bloomberg) of
                    the  Common Stock on the date immediately preceding the date
                    of  the  notice  of  exercise  of  this  A  Warrant.

               C =  the  Exercise  Price  then  in  effect  at  the time of such
                    exercise.

     Provided,  however,  notwithstanding  anything  herein  contained  to  the
contrary,  the Holder may not affect a Cashless Exercise of this B Warrant until
after  July  __,  2004,  and  thereafter  so  long  as  there  is  an  effective
Registration Statement with respect to the shares of the Common Stock.

     6.   Call  by  the  Company.  In  the  event  that the closing price of the
          ----------------------
Common Stock as listed on a nationally public securities market is $1.75 or more
for  a  period of 20 consecutive trading days and the Registration Statement for
the  Common Stock is effective for such 20 consecutive trading days, the Company
may  call  this  B  Warrant upon 30 days notice and pay to the Holder the sum of
$0.001  per  share  of  the Common Stock covered by this B Warrant, for all such
shares  not  purchased under the exercise provisions at the expiration of the 30
days  notice  period.

     7.   Adjustment  of  Exercise Price and Number of Shares. The shares of the
          ---------------------------------------------------
Common  Stock  or  other securities at the time issuable upon exercise of this B
Warrant  and  the  Exercise  Price  therefor, are subject to adjustment upon the
occurrence  of  the  following  events:

          (a)  Adjustment  of the Exercise Price due to EBIT. The Exercise Price
               ---------------------------------------------
will  be  adjusted  on a sliding scale if the earnings before interest and taxes
("EBIT")  of  the  Company,  not including any non recurring gains or losses, is
less  than  $3,000,000  for  the fiscal year of the Company ending September 30,
2004  (the  "Adjustment  Date")  as  hereinafter described.   If the EBIT of the
Company is $2,000,000 or less as of the Adjustment Date, then the Exercise Price
will  be  $0.25  per  share of the Common Stock.   If the EBIT of the Company is
less  than  $3,000,000  but more than $2,000,000 as of the Adjustment Date, then
the  Exercise Price will equal $l.00 - [$.75 x ($3,000,000-E)/$l,000,000], where
E  is the actual EBIT as of Adjustment Date. For example, if EBIT is $2,500,000,
the  Exercise Price will be $1.00 - [$.75 x ($3,000,000-$2,500,000)/$1,000,000],
or  $0.63.  In  no event will the Exercise Price be less than $0.25 per share of
the  Common  Stock.

          (b)  Adjustment  for Stock Splits, Stock Dividends, Recapitalizations,
               -----------------------------------------------------------------
Etc. The Exercise Price of this B Warrant and the number of shares of the Common
---
Stock  or  other  securities  at  the  time issuable upon the exercise of this B
Warrant  shall  be  appropriately  adjusted to reflect any stock dividend, stock
split,  combination  of  shares,  reclassification,  recapitalization  or  other
similar  event affecting the number of outstanding shares of the Common Stock or
other  securities  of  the  Company.

          (c)  Adjustment  for  Reorganization,  Consolidation,  Merger, Etc. In
               -------------------------------------------------------------
case  of  any  consolidation  or  merger  of  the Company with or into any other
corporation,  entity  or person, or any other corporate reorganization, in which
the  Company  shall  not  be  the  continuing  or  surviving  entity  of  such
consolidation,  merger or reorganization (any such transaction being referred to
as  a  "Reorganization"),  then, in each case, the Holder, on exercise hereof at
any  time  after  the consummation or effective date of such Reorganization (the
"Effective  Date"),  shall receive, in lieu of the shares of the Common Stock or
other securities of the Company at any time issuable upon the exercise of this B
Warrant  prior  to  the Effective Date, the shares of the Common Stock and other
securities  of  the  Company  and  property (including cash) to which the Holder
would  have  been  entitled  upon  we  Effective  Date


                                        3
<PAGE>
if  the  Holder  had  exercised  this  B  Warrant immediately prior thereto (all
subject  to  further  adjustment  as  provided  in  this  B  Warrant).

          (d)  Certificate  as  to  Adjustments.  In  case  of any adjustment or
               --------------------------------
readjustment in the price or kind of securities issuable on the exercise of this
B  Warrant,  the Company will promptly give written notice thereof to the Holder
in  the form of a certificate, certified and confirmed by the Board of Directors
of  the  Company,  setting  forth such adjustment or readjustment and showing in
reasonable  detail  the  facts  upon  which adjustment or readjustment is based.

     8.   Fractional Shares. The Company shall not be required to issue or cause
          -----------------
to  be  issued  fractional  shares of the Common Stock on the exercise of this B
Warrant.  The  number  of full shares of the Common Stock that shall be issuable
upon  the  exercise  of  this  B  Warrant  shall be computed on the basis of the
aggregate number of shares of the Common Stock purchasable on exercise of this B
Warrant  so  presented.  If  any  fraction  of shares of the Common Stock would,
except  for  the  provisions of this Paragraph 8, be issuable on the exercise of
this  B  Warrant,  the  Company  shall, at its option, (a) pay an amount in cash
equal  to the Exercise Price multiplied by such fraction or (b) round the number
of  shares  of  the  Common  Stock  issuable,  up  to  the  next  whole  number.

     9.   Notice.  All  notices  and  other communications hereunder shall be in
          ------
writing  and  shall  be  deemed  to  have  been  given  (a) on the date they are
delivered  if  delivered  in  person;  (b)  on  the  date  initially received if
delivered  by  facsimile  transmission  followed by registered or certified mail
confirmation;  (c) on the date delivered by an overnight courier service; or (d)
on  the  third  business day after it is mailed by registered or certified mail,
return  receipt requested with postage and other fees prepaid, if to the Company
addressed to Mr. Steven D. Rosenthal at 8513 Rochester Avenue, Rancho Cucamonga,
California  91730, with a copy to Norman T. Reynolds, Esq. at 815 Walker Street,
Suite  1250,  Houston, Texas 77002, and if to the Holder addressed to Mr. Andrew
Barron  Worden  730 Fifth Avenue, 9th Floor, New York, New York 10019. Any party
hereto  may  change  its address upon 10 days' written notice to any other party
hereto.

     10.  Miscellaneous.
          -------------

          (a)  This  B  Warrant  shall be binding on and inure to the benefit of
the parties hereto and their respective successors and permitted assigns. This B
Warrant may be amended only in writing and signed by the Company and the Holder.

          (b)  Nothing  in  this  B  Warrant  shall  be construed to give to any
person  or  corporation  other  than  the  Company  and  the Holder any legal or
equitable  right, remedy or cause of action under this B Warrant. This B Warrant
shall  be  for  the  sole  and  exclusive benefit of the Company and the Holder.

          (c)  This  B  Warrant shall be governed by and construed in accordance
with  the  laws  of  the State of California, without regard to any conflicts of
laws provisions thereof.   Each party hereby irrevocably submits to the personal
jurisdiction  of  the  United  States District Court for the Central District of
California,  as  well  as  of  the Superior Courts of the State of California in
Riverside  County, California over any suit, action or proceeding arising out of
or  relating  to  this  Agreement.  Each party hereby irrevocably waives, to the
fullest  extent  permitted  by  law, any objection which it may now or hereafter
have to the laying of the venue of any such mediation, arbitration, suit, action
or  proceeding brought in any such county and any claim that any such mediation,
arbitration,  suit, action or proceeding brought in such county has been brought
in  an  inconvenient  forum.

          (d)  The headings herein are for convenience only, do not constitute a
part  of  this  B  Warrant and shall not be deemed to limit or affect any of the
provisions  hereof.

          (e)  In case any one or more of the provisions of this B Warrant shall
be  invalid  or unenforceable in any respect, the validity and enforceability of
the  remaining  terms  and  provisions of this B Warrant shall not in any way be
affected or impaired thereby and the parties will attempt in good faith to agree
upon  a valid and enforceable provision which shall be a commercially reasonably
substitute  therefore,  and  upon so agreeing, shall incorporate such substitute
provision  in  this  B  Warrant.


                                        4
<PAGE>
          (f)  The Holder shall not, by virtue hereof, be entitled to any voting
or  other  rights  of a shareholder of the Company, either at law or equity, and
the  rights  of  the  Holder  are  limited to those expressed in this B Warrant.

          (g)  In  the event of any conflict between the terms of this B Warrant
or the Stock Purchase Agreement, the terms of the Stock Purchase Agreement shall
control.

     IN  WITNESS  WHEREOF,  the  Company  has  caused  this B Warrant to be duly
executed  by  the  authorized  officer  as  of  the  date  first  above  stated.

                                   CYBER PUBLIC RELATIONS, INC.


                                By /s/ Steven D. Rosenthal
                                   ---------------------------------------------
                                   Steven D. Rosenthal, Chief Executive Officer


                                        5
<PAGE>
THIS  COMMON   STOCK  PURCHASE   WARRANT  HAS  NOT  BEEN  REGISTERED  UNDER  THE
SECURITIES  ACT  OF 1933 ACT, AS AMENDED (THE "1933 ACT"). THE HOLDER HEREOF, BY
PURCHASING  THIS  COMMON  STOCK  PURCHASE WARRANT, AGREES FOR THE BENEFIT OF THE
COMPANY  THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY
(A)  TO  THE  COMPANY,  (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
1933  ACT,  OR  (C)  IF  REGISTERED  UNDER THE 1933 ACT AND ANY APPLICABLE STATE
SECURITIES  LAWS.  IN  ADDITION, A STOCK PURCHASE AGREEMENT (THE "STOCK PURCHASE
AGREEMENT"),  DATED  THE  DATE  HEREOF, A COPY OF WHICH MAY BE OBTAINED FROM THE
COMPANY  AT  ITS  PRINCIPAL  EXECUTIVE  OFFICE,  CONTAINS  CERTAIN  ADDITIONAL
AGREEMENTS  AMONG  THE  PARTIES, INCLUDING, WITHOUT LIMITATION, PROVISIONS WHICH
LIMIT  THE  EXERCISE  RIGHTS  OF  THE  HOLDER  AND  SPECIFY MANDATORY REDEMPTION
OBLIGATIONS  OF  THE  COMPANY.

                          CYBER PUBLIC RELATIONS, INC.
                   C WARRANT FOR THE PURCHASE OF COMMON STOCK


2,000,000 Shares                                    Rancho Cucamonga, California


     THIS  IS  TO CERTIFY that pursuant to that certain Stock Purchase Agreement
of  even  date  herewith  executed  by  the  parties hereto (the "Stock Purchase
Agreement"),  for  value received, BARRON PARTNERS LP (the "Holder") is entitled
at  any  time  from  the  date hereof, but prior to 5:00 p.m., Rancho Cucamonga,
California  time  on January __, 2009, or 18 months after the effectiveness of a
Registration  Statement (hereinafter defined) subsequent to the issuance hereof,
whichever  is  longer,  subject  to  and upon the terms and conditions contained
herein,  to purchase up to 2,000,000 fully paid and non-assessable shares of the
common  stock,  par  value $0.001 per share (the "Common Stock") of CYBER PUBLIC
RELATIONS,  INC.,  a Florida corporation (the "Company"), at a purchase price of
$2.00  per  share  of the Common Stock (the "Exercise Price") such number of the
shares  and  the  Exercise Price being subject to adjustment as provided herein.

     This  C  Warrant  shall  be  void and of no effect and all rights hereunder
shall cease at 5:00 p.m., Rancho Cucamonga, California time on January __, 2009,
or  18  months after the effectiveness of a Registration Statement subsequent to
the  issuance  hereof,  whichever  is  longer,  except to the extent theretofore
exercised;  provided that in the case of the earlier dissolution of the Company,
this C Warrant shall become void on the date fixed for such dissolution. As used
herein,  "Registration  Statement''  means a registration statement filed by the
Company  on  Form  S-l, SB-2, or S-3, or some other similar form pursuant to the
Securities  Act  of  1933, as amended (the "1933 Act") to register the resale of
the shares of the Common Stock upon the exercise of this C Warrant.

     1.   Registration  of  this  C  Warrant.  The Company shall register this C
          ----------------------------------
Warrant  upon  records  to be maintained by the Company for that purpose (the "C
Warrant  Register"),  in the name of the record Holder hereof from time to time.
The  Company  may  deem and treat the registered Holder of this C Warrant as the
absolute owner hereof for the purpose of any exercise hereof or any distribution
to the Holder, and for all other purposes, and the Company shall not be affected
by  notice  to  the  contrary,

     2.   Investment  Representation.  The  Holder  by  accepting this C Warrant
          --------------------------
represents  that  the  Holder is acquiring this C Warrant for its own account or
the account of an affiliate for investment purposes and not with the view to any
offering  or distribution and that the Holder will not sell or otherwise dispose
of  this  C  Warrant  or  the underlying Common Stock in violation of applicable
securities  laws. The Holder acknowledges that the certificates representing any
shares of the Common Stock will bear a legend indicating that they have not been
registered  under the 1933 Act and may not be sold by the Holder except pursuant
to  an  effective  Registration  Statement  or  pursuant  to  an  exemption from
registration  requirements  of  the  1933 Act and in accordance with federal and
state  securities  laws.

     3.   Validity  of  C  Warrant and Issuance of the Common Stock. The Company
          ---------------------------------------------------------
represents and warrants that this C Warrant has been duly authorized and validly
issued and warrants and agrees that the Common Stock that may be issued upon the
exercise of the rights represented by this C Warrant will, when issued upon such
exercise,  be


                                        1
<PAGE>
duly  authorized, validly issued, fully paid and nonassessable and free from all
taxes,  liens and charges with respect to the issue thereof. The Company further
warrants  and  agrees that during the period within which the rights represented
by  this  C  Warrant  may  be  exercised,  the  Company  will  at all times have
authorized  and  reserved  a  sufficient number of shares of the Common Stock to
provide  for  the  exercise  of  the  rights  represented  by  this  C  Warrant.

     4.   Registration of Transfers and Exchange of this C Warrant.
          --------------------------------------------------------

          (a)  Subject  to  compliance  with the legend set forth on the face of
this C Warrant, the Company shall register the transfer of any portion of this C
Warrant  in  the  C  Warrant Register, upon surrender of this C Warrant with the
Form  of Assignment attached hereto duly completed and signed, to the Company at
the  office  specified  in  or  pursuant  to  Paragraph 9 hereof.  Upon any such
registration  or  transfer,  a  new  warrant  to  purchase  the Common Stock, in
substantially  the  form  of  this  C  Warrant  (any  such new warrant, a "New C
Warrant"),  evidencing  the  portion  of  this C Warrant so transferred shall be
issued to the transferee and a New C Warrant evidencing the remaining portion of
this  C  Warrant not so transferred, if any, shall be issued to the transferring
Holder.  The  acceptance of the New C Warrant by the transferee thereof shall be
deemed the acceptance of such transferee of all of the rights and obligations of
the  Holder.

          (b)  This  C Warrant is exchangeable, upon the surrender hereof by the
Holder  to the office of the Company specified in or pursuant to Paragraph 9 for
one  or  more  New C Warrants, evidencing in the aggregate the right in purchase
the  number of shares of the Common Stock which may then be purchased hereunder.
Any  such  New  C  Warrant  will  be  dated  the  date  of  such  exchange.

     5.   Exercise of this C Warrant.
          --------------------------

          (a)  Upon  surrender  of  this  C Warrant with the Form of Election to
Purchase  attached  hereto  duly  completed  and  signed  to the Company, at its
address  set  forth  in Paragraph 9 hereof, and upon payment and delivery of the
Exercise  Price  multiplied by the number of shares of the Common Stock that the
Holder  intends  to  purchase hereunder, in lawful money of the United States of
America,  in  cash  or  by  certified  or  official bank check or checks, to the
Company, all as specified by the Holder in the Form of Election to Purchase, the
Company  shall  promptly but in no event later than five business days after the
Date  of  Exercise (as defined herein) issue or cause to be issued and delivered
to  or  upon  the  written  order of the Holder and in such name or names as the
Holder  may  designate (subject to the restrictions on transfer described in the
legend sat forth on the face of this C Warrant), a certificate for the shares of
the  Common  Stock  issuable upon such exercise, with such restrictive legend as
required  by the 1933 Act. Any person so designated by the Holder to receive the
shares  of  the  Common Stock shall be deemed to have become holder of record of
the  Common  Stock  as  of  the  Date  of  Exercise  of  this  C  Warrant.

          (b)  "Date of Exercise" means the date on which the Company shall have
received (i) this C Warrant (or any New C Warrant, as applicable), with the Form
of  Election  to  Purchase  attached  hereto (or attached to such New C Warrant)
appropriately  completed and duly signed, and (ii) payment of the Exercise Price
for  the  number  of shares of the Common Stock so indicated by the Holder to be
purchased.

          (c)  This  C Warrant shall be exercisable at any time and from time to
time  for  such  number  of  shares  of  the Common Stock as is indicated in the
attached  Form  of  Election to Purchase.  If less than all of the shares of the
Common  Stock  which  may be purchased under this C Warrant are purchased at any
time,  the  Company  shall  issue or cause to be issued, at its expense, a New C
Warrant  evidencing  the right to purchase the remaining number of shares of the
Common  Stock  for  which  no  exercise  has  been  evidenced by this C Warrant.

          (d)  Notwithstanding  anything  contained  herein to the contrary, the
holder  of this C Warrant may, at its election exercised in its sole discretion,
exercise  this  C  Warrant  in  whole or in part and, in lieu of making the cash
payment  otherwise  contemplated to be made to the Company upon such exercise in
payment  of  the Exercise Price, elect instead to receive upon such exercise the
"Net Number" of shares of the Common Stock determined according to the following
formula  (a  "Cashless  Exercise"):


                                        2
<PAGE>
                         Net Number = (A x B) - (A x C)
                                      -----------------
                                              B

          For  purposes  of  the  foregoing  formula:

               A =  the total number shares with respect to which this A Warrant
                    is  then  being  exercised.

               B =  the  last  reported sale price (as reported by Bloomberg) of
                    the  Common Stock on the date immediately preceding the date
                    of  the  notice  of  exercise  of  this  A  Warrant.

               C =  the  Exercise  Price  then  in  effect  at  the time of such
                    exercise.

     Provided,  however,  notwithstanding  anything  herein  contained  to  the
contrary,  the Holder may not affect a Cashless Exercise of this C Warrant until
after  January  __,  2006,  and  thereafter  so  long  as  there is an effective
Registration  Statement  with  respect  to  the  shares  of  the  Common  Stock.

     6.   Call  by  the  Company.  In  the  event  that the closing price of the
          ----------------------
Common Stock as listed on a nationally public securities market is $2.75 or more
for  a  period of 20 consecutive trading days and the Registration Statement for
the  Common Stock is effective for such 20 consecutive trading days, the Company
may  call  this  C Warrant  upon 30 days notice and pay to the Holder the sum of
$0.001  per  share  of  the Common Stock covered by this C Warrant, for all such
shares  not  purchased under the exercise provisions at the expiration of the 30
days  notice  period.

     7.   Adjustment  of  Exercise Price and Number of Shares. The shares of the
          ---------------------------------------------------
Common  Stock  or  other securities at the time issuable upon exercise of this C
Warrant  and  the  Exercise  Price  therefor, are subject to adjustment upon the
occurrence  of  the  following  events:

          (a)  Adjustment  for Stock Splits, Stock Dividends, Recapitalizations,
               -----------------------------------------------------------------
Etc. The Exercise Price of this C Warrant and the number of shares of the Common
---
Stock  or  other  securities  at  the  time issuable upon the exercise of this C
Warrant  shall  be  appropriately  adjusted to reflect any stock dividend, stock
split,  combination  of  shares,  reclassification,  recapitalization  or  other
similar  event affecting the number of outstanding shares of the Common Stock or
other  securities  of the Company.

          (b)  Adjustment  for  Reorganization,  Consolidation,  Merger, Etc. In
               -------------------------------------------------------------
case  of  any  consolidation  or  merger  of  the Company with or into any other
corporation, entity  or  person, or any other corporate reorganization, in which
the  Company  shall  not  be  the  continuing  or  surviving  entity  of  such
consolidation,  merger or reorganization (any such transaction being referred to
as  a  "Reorganization"),  then, in each case, the Holder, on exercise hereof at
any  time  after  the consummation or effective date of such Reorganization (the
"Effective  Date"),  shall receive, in lieu of the shares of the Common Stock or
other securities of the Company at any time issuable upon the exercise of this C
Warrant  prior  to  the Effective Date, the shares of the Common Stock and other
securities  of  the  Company  and  property (including cash) to which the Holder
would  have  been  entitled  upon the Effective Date if the Holder had exercised
this  C  Warrant immediately prior thereto (all subject to further adjustment as
provided  in  this  C  Warrant).

          (c)  Certificate  as  to  Adjustments.  In  case  of any adjustment or
               --------------------------------
readjustment in the price or kind of securities issuable on the exercise of this
C  Warrant,  the Company will promptly give written notice thereof to the Holder
in  the form of a certificate, certified and confirmed by the Board of Directors
of  the  Company,  setting  forth such adjustment or readjustment and showing in
reasonable detail the facts upon which such adjustment or readjustment is based.

     8.   Fractional  Shares.  The  Company  shall  not  be required to issue or
          ------------------
cause to be issued fractional shares of the Common Stock on the exercise of this
C  Warrant.  The  number  of  full  shares  of  the  Common  Stock


                                        3
<PAGE>
that  shall be issuable upon the exercise of this C Warrant shall be computed on
the  basis  of the aggregate number of shares of the Common Stock purchasable on
exercise of this C Warrant so presented. If any fraction of shares of the Common
Stock  would,  except for the provisions of this Paragraph 8, be issuable on the
exercise  of this C Warrant, the Company shall, at its option, (a) pay an amount
in  cash equal to the Exercise Price multiplied by such fraction or(b) round the
number of shares of the Common Stock issuable, up to the next whole number.

     9.   Notice.  All  notices  and  other communications hereunder shall be in
          ------
writing  and  shall  be  deemed  to  have  been  given  (a) on the date they are
delivered  if  delivered  if  delivered  in  person; (b) on the date received if
delivered  by  facsimile  transmission  followed by registered or certified mail
confirmation;  (c) on the date delivered by an overnight courier service; or (d)
on  the  third  business day after it is mailed by registered or certified mail,
return  receipt requested with postage and other fees prepaid, if to the Company
addressed to Mr. Steven D. Rosenthal at 8513 Rochester Avenue, Rancho Cucamonga,
California  91730, with a copy to Norman T. Reynolds, Esq. at 815 Walker Street,
Suite  1250,  Houston, Texas 77002, and if to the Holder addressed to Mr. Andrew
Barron  Worden  730 Fifth Avenue, 9th Floor, New York, New York 10019. Any party
hereto  may  change  its address upon 10 days' written notice to any other party
hereto.

     10.  Miscellaneous.
          -------------

          (a)  This  C  Warrant  shall be binding on and inure to the benefit of
the parties hereto and their respective successors and permitted assigns. This C
Warrant may be amended only in writing and signed by the Company and the Holder.

          (b)  Nothing  in  this  C  Warrant  shall  be construed to give to any
person  or  corporation  other  than  the  Company  and  the Holder any legal or
equitable  right, remedy or cause of action under this C Warrant. This C Warrant
shall  be  for  the  sole  and  exclusive benefit of the Company and the Holder.

          (c)  This  C  Warrant shall be governed by and construed in accordance
with  the  laws  of  the State of California, without regard to any conflicts of
laws  provisions thereof.  Each party hereby irrevocably submits to the personal
jurisdiction  of  the  United  States District Court for the Central District of
California,  as  well  as  of  the Superior Courts of the State of California in
Riverside  County, California over any suit, action or proceeding arising out of
or  relating  to this  Agreement.  Each  party hereby irrevocably waives, to the
fullest  extent  permitted  by  law, any objection which it may now or hereafter
have to the laying of the venue of any such mediation, arbitration, suit, action
or  proceeding brought in any such county and any claim that any such mediation,
arbitration,  suit, action or proceeding brought in such county has been brought
in  an  inconvenient  forum.

          (d)  The headings herein are for convenience only, do not constitute a
part  of  this  C  Warrant and shall not be deemed to limit or affect any of the
provisions  hereof.

          (e)  In case any one or more of the provisions of this C Warrant shall
be  invalid  or unenforceable in any respect, the validity and enforceability of
the  remaining  terms  and  provisions of this C Warrant shall not in any way be
affected or impaired thereby and the parties will attempt in good faith to agree
upon  a valid and enforceable provision which shall be a commercially reasonably
substitute  therefore,  and  upon so agreeing, shall incorporate such substitute
provision  in  this  C  Warrant.

          (f)  The Holder shall not, by virtue hereof, be entitled to any voting
or  other  rights  of a shareholder of the Company, either at law or equity, and
the  rights  of  the  Holder  are  limited to those expressed in this C Warrant.

          (g)  In  the event of any conflict between the terms of this C Warrant
or the Stock Purchase Agreement, the terms of the Stock Purchase Agreement shall
control.


                                        4
<PAGE>
     IN  WITNESS  WHEREOF,  the  Company  has  caused  this C Warrant to be duly
executed by the authorized officer as of the date first above stated.

                                  CYBER PUBLIC RELATIONS, INC.

                                  By  /s/  Steven D. Rosenthal
                                    --------------------------------------------
                                    Steven D. Rosenthal, Chief Executive Officer


                                        5
<PAGE>
                          FORM OF ELECTION TO PURCHASE

(To be executed by the Holder to exercise the right to purchase shares of Common
Stock under the foregoing C Warrant)

To: Cyber Public Relations, Inc.

     In  accordance  with  the  C Warrant enclosed with this Form of Election to
Purchase,  the  undersigned  hereby irrevocably elects to purchase _____________
shares  of  the  Common  Stock  (the "Common Stock"), $0.001 par value, of Cyber
Public  Relations, Inc. and encloses this C Warrant and $_____ for each share of
the  Common  Stock  being purchased or an aggregate of $______________in cash or
certified  or  official bank check or checks, which sum represents the aggregate
Exercise  Price (as defined in the C Warrant) together with any applicable taxes
payable  by  the  undersigned  pursuant  to  the  C  Warrant.

     The  undersigned  requests  that  certificates for the shares of the Common
Stock  issuable  upon  this  exercise  be  issued  in  the  name  of:


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

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

----------------------------------------
(Please print name and address)


----------------------------------------
(Please insert Social Security or Tax Identification Number)

     If  the  number  of  shares of the Common Stock issuable upon this exercise
shall  not  be  all  of  the shares of the Common Stock which the undersigned is
entitled  to purchase in accordance with the enclosed C Warrant, the undersigned
requests that a New C Warrant (as defined in the C Warrant) evidencing the right
to purchase the shares of the Common Stock not issuable pursuant to the exercise
evidenced hereby be issued in the name of and delivered to:


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

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

----------------------------------------
(Please print name and address)


Dated:                             Name of Holder:
      ---------------
                                   (Print)
                                          --------------------------------------
                                   By
                                     -------------------------------------------
                                   Name
                                       -----------------------------------------
                                   Title
                                        ----------------------------------------

                                   Signature  must  conform  in  all respects to
                                   name  of  Holder  as specified on the face of
                                   the C Warrant


<PAGE>
THIS  COMMON   STOCK  PURCHASE   WARRANT  HAS  NOT  BEEN  REGISTERED  UNDER  THE
SECURITIES  ACT  OF 1933 ACT, AS AMENDED (THE "1933 ACT"). THE HOLDER HEREOF, BY
PURCHASING  THIS  COMMON  STOCK  PURCHASE WARRANT, AGREES FOR THE BENEFIT OF THE
COMPANY  THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY
(A)  TO  THE  COMPANY,  (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
1933  ACT,  OR  (C)  IF  REGISTERED  UNDER THE 1933 ACT AND ANY APPLICABLE STATE
SECURITIES  LAWS.  IN  ADDITION, A STOCK PURCHASE AGREEMENT (THE "STOCK PURCHASE
AGREEMENT"),  DATED  THE  DATE  HEREOF, A COPY OF WHICH MAY BE OBTAINED FROM THE
COMPANY  AT  ITS  PRINCIPAL  EXECUTIVE  OFFICE,  CONTAINS  CERTAIN  ADDITIONAL
AGREEMENTS  AMONG  THE  PARTIES, INCLUDING, WITHOUT LIMITATION, PROVISIONS WHICH
LIMIT  THE  EXERCISE  RIGHTS  OF  THE  HOLDER  AND  SPECIFY MANDATORY REDEMPTION
OBLIGATIONS  OF  THE  COMPANY.

                          CYBER PUBLIC RELATIONS, INC.
                   D WARRANT FOR THE PURCHASE OF COMMON STOCK


1,000,000 Shares                                    Rancho Cucamonga, California


     THIS  IS  TO CERTIFY that pursuant to that certain Stock Purchase Agreement
of  even  date  herewith  executed  by  the  parties hereto (the "Stock Purchase
Agreement"),  for  value received, BARRON PARTNERS LP (the "Holder") is entitled
at  any  time  from  the  date hereof, but prior to 5:00 p.m., Rancho Cucamonga,
California  time  on January __, 2009, or 18 months after the effectiveness of a
Registration  Statement (hereinafter defined) subsequent to the issuance hereof,
whichever  is  longer,  subject  to  and upon the terms and conditions contained
herein,  to purchase up to 1,000,000 fully paid and non-assessable shares of the
common  stock,  par  value $0.001 per share (the "Common Stock") of CYBER PUBLIC
RELATIONS,  INC.,  a Florida corporation (the "Company"), at a purchase price of
$4.00  per  share  of the Common Stock (the "Exercise Price") such number of the
shares  and  the  Exercise Price being subject to adjustment as provided herein.

     This  D  Warrant  shall  be  void and of no effect and all rights hereunder
shall cease at 5:00 p.m., Rancho Cucamonga, California time on January __, 2009,
or  18  months after the effectiveness of a Registration Statement subsequent to
the  issuance  hereof,  whichever  is  longer,  except to the extent theretofore
exercised;  provided that in the case of the earlier dissolution of the Company,
this D Warrant shall become void on the date fixed for such dissolution. As used
herein,  "Registration  Statement"  means  a registration statement filed by the
Company  on  Form  S-l, SB-2, or S-3, or some other similar form pursuant to the
Securities  Act  of  1933, as amended (the "1933 Act") to register the resale of
the  shares  of  the  Common  Stock  upon  the  exercise  of  this  D  Warrant.

     1.   Registration  of  this  D  Warrant.  The Company shall register this D
          ----------------------------------
Warrant  upon  records  to be maintained by the Company for that purpose (the "D
Warrant  Register"),  in the name of the record Holder hereof from time to time.
The  Company  may  deem and treat the registered Holder of this D Warrant as the
absolute owner hereof for the purpose of any exercise hereof or any distribution
to the Holder, and for all other purposes, and the Company shall not be affected
by  notice  to  the  contrary.

     2.   Investment  Representation.  The  Holder  by  accepting this D Warrant
          --------------------------
represents  that  the  Holder is acquiring this D Warrant for its own account or
the account of an affiliate for investment purposes and not with the view to any
offering  or distribution and that the Holder will not sell or otherwise dispose
of  this  D  Warrant  or  the underlying Common Stock in violation of applicable
securities  laws. The Holder acknowledges that the certificates representing any
shares of the Common Stock will bear a legend indicating that they have not been
registered  under the 1933 Act and may not be sold by the Holder except pursuant
to  an  effective  Registration  Statement  or  pursuant  to  an  exemption from
registration  requirements  of  the  1933 Act and in accordance with federal and
state  securities  laws.

     3.   Validity  of  D  Warrant and Issuance of the Common Stock. The Company
          ---------------------------------------------------------
represents and warrants that this D Warrant has been duly authorized and validly
issued and warrants and agrees that the Common Stock that may be issued upon the
exercise of the rights represented by this D Warrant will, when issued upon such
exercise,


                                        1
<PAGE>
be  duly  authorized, validly issued, fully paid and nonassessable and free from
all  taxes,  liens  and  charges  with respect to the issue thereof. The Company
further  warrants  and  agrees  that  during  the period within which the rights
represented  by  this  D Warrant may be exercised, the Company will at all times
have  authorized  and reserved a sufficient number of shares of the Common Stock
to  provide  for  the  exercise  of  the  rights  represented  by  this  D
Warrant.

     4.   Registration of Transfers and Exchange of this D Warrant.
          --------------------------------------------------------

          (a)  Subject  to  compliance  with the legend set forth on the face of
this D Warrant, the Company shall register the transfer of any portion of this D
Warrant  in  the  D  Warrant Register, upon surrender of this D Warrant with the
Form  of  Assignment attached hereto duly completed and signed to the Company at
the  office  specified  in  or  pursuant  to  Paragraph 9 hereof.  Upon any such
registration  or  transfer,  a  new  warrant  to  purchase  the Common Stock, in
substantially  the  form  of  this  D  Warrant  (any  such new warrant, a "New D
Warrant"),  evidencing  the  portion  of  this D Warrant so transferred shall be
issued to the transferee and a New D Warrant evidencing the remaining portion of
this  D  Warrant not so transferred, if any, shall be issued to the transferring
Holder.  The  acceptance of the New D Warrant by the transferee thereof shall be
deemed the acceptance of such transferee of all of the rights and obligations of
the  Holder.

          (b)  This  D Warrant is exchangeable, upon the surrender hereof by the
Holder  to the office of the Company specified in or pursuant to Paragraph 9 for
one  or  more  New D Warrants, evidencing in the aggregate the right to purchase
the  number of shares of the Common Stock which may then be purchased hereunder.
Any  such  New  D  Warrant  will  be  dated  the  date  of  such  exchange.

     5.   Exercise of this D Warrant.
          --------------------------

          (a)  Upon  surrender  of  this  D Warrant with the Form of Election to
Purchase  attached  hereto  duly  completed  and  signed  to the Company, at its
address  set  forth  in Paragraph 9 hereof, and upon payment and delivery of the
Exercise  Price  multiplied by the number of shares of the Common Stock that the
Holder  intends  to  purchase hereunder, in lawful money of the United States of
America,  in  cash  or  by  certified  or  official bank check or checks, to the
Company, all as specified by the Holder in the Form of Election to Purchase, the
Company  shall  promptly but in no event later than five business days after the
Date  of  Exercise (as defined herein) issue or cause to be issued and delivered
to  or  upon  the  written  order of the Holder and in such name or names as the
Holder  may  designate (subject to the restrictions on transfer described in the
legend set forth on the face of this D Warrant), a certificate for the shares of
the  Common  Stock  issuable upon such exercise, with such restrictive legend as
required  by the 1933 Act. Any person so designated by the Holder to receive the
shares  of  the  Common Stock shall be deemed to have become holder of record of
the  Common  Stock  as  of  the  Date  of  Exercise  of  this  D  Warrant

          (b)  "Date of Exercise" means the date on which the Company shall have
received (i) this D Warrant (or any New D Warrant, as applicable), with the Form
of  Election  to  Purchase  attached  hereto (or attached to such New D Warrant)
appropriately  completed and duly signed, and (ii) payment of the Exercise Price
for  the  number  of shares of the Common Stock so indicated by the Holder to be
purchased.

          (c)  This  D Warrant shall be exercisable at any time and from time to
time  for  such  number  of  shares  of  the Common Stock as is indicated in the
attached  Form  of  Election to Purchase.  If less than all of the shares of the
Common  Stock  which  may be purchased under this D Warrant are purchased at any
time,  the  Company  shall  issue or cause to be issued, at its expense, a New D
Warrant  evidencing  the right to purchase the remaining number of shares of the
Common Stock for which no exercise has been evidenced by this D Warrant.

          (d)  Notwithstanding  anything  contained  herein to the contrary, the
holder  of this D Warrant may, at its election exercised in its sole discretion,
exercise  this  D  Warrant  in  whole or in part and, in lieu of making the cash
payment  otherwise  contemplated to be made to the Company upon such exercise in
payment  of the Exercise Price, elect  instead to receive upon such exercise the
"Net Number" of shares of the Common Stock determined according to the following
formula  (a  "Cashless  Exercise"):


                                        2
<PAGE>
                         Net Number = (A x B) - (A x C )
                                      ------------------
                                              B

          For  purposes  of  the  foregoing  formula:

               A =  the  total  number  of  shares  with respect to which this D
                    Warrant  is  then  being  exercised.

               B =  the  last  reported sale price (as reported by Bloomberg) of
                    the Common Stock on the date immediately preceding  the date
                    of  the  notice  of  exercise  of  this  D  Warrant.

               C =  the  Exercise  Price  then  in  effect  at  the time of such
                    exercise.

     Provided,  however,  notwithstanding  anything  herein  contained  to  the
contrary,  the Holder may not affect a Cashless Exercise of this D Warrant until
after  January  __,  2006,  and  thereafter  so  long  as  there is an effective
Registration Statement with respect to the shares of the Common Stock.

     6.   Call  by  the  Company.  In  the  event  that the closing price of the
          ----------------------
Common Stock as listed on a nationally public securities market is $5.50 or more
for  a  period of 20 consecutive trading days and the Registration Statement for
the  Common Stock is effective for such 20 consecutive trading days, the Company
may  call  this  D  Warrant upon 30 days notice and pay to the Holder the sum of
$0.001  per  share  of  the Common Stock covered by this D Warrant, for all such
shares  not  purchased under the exercise provisions at the expiration of the 30
days  notice  period.

     7.   Adjustment  of  Exercise Price and Number of Shares. The shares of the
          ---------------------------------------------------
Common  Stock  or  other securities at the time issuable upon exercise of this D
Warrant  and  the  Exercise  Price  therefor, are subject to adjustment upon the
occurrence  of  the  following  events:

          (a)  Adjustment  for Stock Splits, Stock Dividends, Recapitalizations,
               -----------------------------------------------------------------
Etc. The Exercise Price of this D Warrant and the number of shares of the Common
---
Stock  or  other  securities  at  the  time issuable upon the exercise of this D
Warrant  shall  be  appropriately  adjusted to reflect any stock dividend, stock
split,  combination  of  shares,  reclassification,  recapitalization  or  other
similar  event affecting the number of outstanding shares of the Common Stock or
other  securities  of  the  Company.

          (b)  Adjustment  for  Reorganization,  Consolidation,  Merger, Etc. In
               -------------------------------------------------------------
case  of  any  consolidation  or  merger  of  the Company with or into any other
corporation,  entity  or person, or any other corporate reorganization, in which
the  Company  shall  not  be  the  continuing  or  surviving  entity  of  such
consolidation,  merger or reorganization (any such transaction being referred to
as  a  "Reorganization"),  then, in each case, the Holder, on exercise hereof at
any  time  after  the consummation or effective date of such Reorganization (the
"Effective  Date"),  shall receive, in lieu of the shares of the Common Stock or
other securities of the Company at any time issuable upon the exercise of this D
Warrant  prior  to  the Effective Date, the shares of the Common Stock and other
securities  of  the  Company  and  property (including cash) to which the Holder
would  have  been  entitled  upon the Effective Date if the Holder had exercised
this  D  Warrant immediately prior thereto (all subject to further adjustment as
provided  in  this  D  Warrant).

          (c)  Certificate  as  to  Adjustments.  In  case  of any adjustment or
               --------------------------------
readjustment in the price or kind of securities issuable on the exercise of this
D  Warrant,  the Company will promptly give written notice thereof to the Holder
in  the form of a certificate, certified and confirmed by the Board of Directors
of  the  Company,  setting  forth such adjustment or readjustment and showing in
reasonable detail the facts upon which such adjustment or readjustment is based.

     8.   Fractional  Shares.  The  Company  shall  not  be required to issue or
          ------------------
cause to be issued fractional shares of the Common Stock on the exercise of this
D Warrant,  The number of full shares of the Common Stock that shall be issuable
upon  the  exercise  of  this  D  Warrant  shall be computed on the basis of the
aggregate number of shares of the Common Stock purchasable on exercise of this D
Warrant  so  presented.  If  any  fraction  of  shares  of  the


                                        3
<PAGE>
Common  Stock  would, except for the provisions of this Paragraph 8, be issuable
on  the exercise of this D Warrant, the Company shall, at its option, (a) pay an
amount  in  cash  equal to the Exercise Price multiplied by such fraction or (b)
round  the  number  of shares of the Common Stock issuable, up to the next whole
number.

     9.   Notice.  All  notices  and  other communications hereunder shall be in
          ------
writing  and  shall  be  deemed  to  have  been  given  (a) on the date they are
delivered  if  person;  (b)  on  the  date  initially  received  if delivered by
facsimile  transmission  followed  by registered or certified mail confirmation;
(c)  on  the date delivered by an overnight courier service; or (d) on the third
business  day after it is mailed by registered or certified mail, return receipt
requested  with  postage  and other fees prepaid, if to the Company addressed to
Mr.  Steven  D. Rosenthal at 8513 Rochester Avenue, Rancho Cucamonga, California
91730, with a copy to Norman T. Reynolds, Esq. at 815 Walker Street, Suite 1250,
Houston, Texas 77002, and if to the Holder addressed to Mr. Andrew Barron Worden
730  Fifth  Avenue,  9th  Floor,  New York, New York 10019. Any party hereto may
change its address upon 10 days' written notice to any other party hereto.

     10.  Miscellaneous.
          -------------

          (a)  This  D  Warrant  shall be binding on and inure to the benefit of
the parties hereto and their respective successors and permitted assigns. This D
Warrant may be amended only in writing and signed by the Company and the Holder.

          (b)  Nothing  in  this  D  Warrant  shall  be construed to give to any
person  or  corporation  other  than  the  Company  and  the Holder any legal or
equitable  right, remedy or cause of action under this D Warrant. This D Warrant
shall be for the sole and exclusive benefit of the Company and the Holder.

          (c)  This  D  Warrant shall be governed by and construed in accordance
with  the  laws  of  the State of California, without regard to any conflicts of
laws provisions thereof.   Each party hereby irrevocably submits to the personal
jurisdiction  of  the  United  States District Court for the Central District of
California,  as  well  as  of  the Superior Courts of the State of California in
Riverside  County, California over any suit, action or proceeding arising out of
or  relating  to  this  Agreement.  Each party hereby irrevocably waives, to the
fullest  extent  permitted  by  law, any objection which it may now or hereafter
have to the laying of the venue of any such mediation, arbitration, suit, action
or  proceeding brought in any such county and any claim that any such mediation,
arbitration, suit, action, or proceeding brought in such county has been brought
in  an  inconvenient  forum.

          (d)  The headings herein are for convenience only, do not constitute a
part  of  this  D  Warrant and shall not be deemed to limit or affect any of the
provisions  hereof.

          (e)  In case any one or more of the provisions of this D Warrant shall
be  invalid  or unenforceable in any respect, the validity and enforceability of
the  remaining  terms  and  provisions of this D Warrant shall not in any way be
affected or impaired thereby and the parties will attempt in good faith to agree
upon  a valid and enforceable provision which shall be a commercially reasonably
substitute  therefore,  and  upon so agreeing, shall incorporate such substitute
provision  in  this  D  Warrant.

          (f)  The Holder shall not, by virtue hereof, be entitled to any voting
or  other  rights  of a shareholder of the Company, either at law or equity, and
the rights of the Holder are limited to those expressed in this D Warrant.

          (g)  In  the event of any conflict between the terms of this D Warrant
or the Stock Purchase Agreement, the terms of the Stock Purchase Agreement shall
control.


                                        4
<PAGE>
     IN  WITNESS  WHEREOF,  the  Company  has  caused  this D Warrant to be duly
executed by the authorized officer as of the date first above stated.

                                  CYBER PUBLIC RELATIONS, INC.


                                  By  /s/  Steven D. Rosenthal
                                    --------------------------------------------
                                    Steven D. Rosenthal, Chief Executive Officer


                                        5
<PAGE>
                          FORM OF ELECTION TO PURCHASE

(To be executed by the Holder to exercise the right to purchase shares of Common
Stock  under  the  foregoing  E  Warrant)

To: Cyber Public Relations, Inc.

     In  accordance  with  the  E Warrant enclosed with this Form of Election to
Purchase,  the  undersigned  hereby  irrevocably  elects  to purchase __________
shares  of  the  Common  Stock  (the "Common Stock"), $0.001 par value, of Cyber
Public  Relations,  Inc. and encloses this E Warrant and $____ for each share of
the  Common  Stock  being  purchased  or  an aggregate of $__________ in cash or
certified  or  official bank check or checks, which sum represents the aggregate
Exercise  Price (as defined in the E Warrant) together with any applicable taxes
payable  by  the  undersigned  pursuant  to  the  E  Warrant.

     The  undersigned  requests  that  certificates for the shares of the Common
Stock  issuable  upon  this  exercise  be  issued  in  the  name  of:


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

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

----------------------------------------
(Please print name and address)


----------------------------------------
(Please insert Social Security or Tax Identification Number)

     If  the  number  of  shares of the Common Stock issuable upon this exercise
shall  not  be  all  of  the shares of the Common Stock which the undersigned is
entitled  to purchase in accordance with the enclosed E Warrant, the undersigned
requests that a New E Warrant (as defined in the E Warrant) evidencing the right
to purchase the shares of the Common Stock not issuable pursuant to the exercise
evidenced  hereby  be  issued  in  the  name  of  and  delivered  to:


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

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

----------------------------------------
(Please print name and address)


Dated:                             Name of Holder:
      ---------------
                                   (Print)
                                          --------------------------------------
                                   By
                                     -------------------------------------------
                                   Name
                                       -----------------------------------------
                                   Title
                                        ----------------------------------------

                                   Signature  must  conform  in  all respects to
                                   name  of  Holder  as specified on the face of
                                   the D Warrant


<PAGE>
THIS  COMMON   STOCK  PURCHASE   WARRANT  HAS  NOT  BEEN  REGISTERED  UNDER  THE
SECURITIES  ACT  OF 1933 ACT, AS AMENDED (THE "1933 ACT"). THE HOLDER HEREOF, BY
PURCHASING  THIS  COMMON  STOCK  PURCHASE WARRANT, AGREES FOR THE BENEFIT OF THE
COMPANY  THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY
(A)  TO  THE  COMPANY,  (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
1933  ACT,  OR  (C)  IF  REGISTERED  UNDER THE 1933 ACT AND ANY APPLICABLE STATE
SECURITIES  LAWS.  IN  ADDITION, A STOCK PURCHASE AGREEMENT (THE "STOCK PURCHASE
AGREEMENT"),  DATED  THE  DATE  HEREOF, A COPY OF WHICH MAY BE OBTAINED FROM THE
COMPANY  AT  ITS  PRINCIPAL  EXECUTIVE  OFFICE,  CONTAINS  CERTAIN  ADDITIONAL
AGREEMENTS  AMONG  THE  PARTIES, INCLUDING, WITHOUT LIMITATION, PROVISIONS WHICH
LIMIT  THE  EXERCISE  RIGHTS  OF  THE  HOLDER  AND  SPECIFY MANDATORY REDEMPTION
OBLIGATIONS  OF  THE  COMPANY.


                          CYBER PUBLIC RELATIONS, INC.
                   E WARRANT FOR THE PURCHASE OF COMMON STOCK


1,000,000 Shares                                    Rancho Cucamonga, California


     THIS  IS  TO CERTIFY that pursuant to that certain Stock Purchase Agreement
of  even  date  herewith  executed  by  the  parties hereto (the "Stock Purchase
Agreement"),  for  value received, BARRON PARTNERS LP (the "Holder") is entitled
at  any  time  from  the  date hereof, but prior to 5:00 p.m., Rancho Cucamonga,
California time  on  January __, 2009, or 18 months after the effectiveness of a
Registration  Statement (hereinafter defined) subsequent to the issuance hereof,
whichever  is  longer,  subject  to  and upon the terms and conditions contained
herein,  to purchase up to 1,000,000 fully paid and non-assessable shares of the
common  stock,  par  value S0.001 per share (the "Common Stock") of CYBER PUBLIC
RELATIONS,  INC.,  a Florida corporation (the "Company"), at a purchase price of
$6.00  per  share  of  the  Common  Stock  (the  "Exercise  Price")

     such  number  of  the  shares  and  the  Exercise  Price  being  subject to
adjustment  as  provided  herein.

     This  E  Warrant  shall  be  void and of no effect and all rights hereunder
shall cease at 5:00 p.m., Rancho Cucamonga, California time on January __, 2009,
or  18  months after the effectiveness of a Registration Statement subsequent to
the  issuance  hereof,  whichever is  longer,  except  to the extent theretofore
exercised;  provided that in the case of the earlier dissolution of the Company,
this E Warrant shall become void on the date fixed for such dissolution. As used
herein,  "Registration  Statement"  means  a registration statement filed by the
Company  on  Form  S-l, SB-2, or S-3, or some other similar form pursuant to the
Securities  Act  of  1933, as amended (the "1933 Act") to register the resale of
the shares of the Common Stock upon the exercise of this E Warrant.

     1.   Registration  of  this  E  Warrant.  The Company shall register this E
          ----------------------------------
Warrant  upon  records  to be maintained by the Company for that purpose (the "E
Warrant  Register"),  in the name of the record Holder hereof from time to time.
The  Company  may deem  and treat the registered Holder of this E Warrant as the
absolute owner hereof for the purpose of any exercise hereof or any distribution
to the Holder, and for all other purposes, and the Company shall not be affected
by  notice  to  the  contrary.

     2.   Investment  Representation.  The  Holder  by  accepting this E Warrant
          --------------------------
represents  that  the  Holder is acquiring this E Warrant for its own account or
the account of an affiliate for investment purposes and not with the view to any
offering  or distribution and that the Holder will not sell or otherwise dispose
of  this  E  Warrant  or  the underlying Common Stock in violation of applicable
securities  laws. The Holder acknowledges that the certificates representing any
shares of the Common Stock will bear a legend indicating that they have not been
registered  under the 1933 Act and may not be sold by the Holder except pursuant
to  an  effective  Registration  Statement  or  pursuant  to  an  exemption from
registration  requirements  of  the  1933 Act and in accordance with federal and
state  securities  laws.

     3.   Validity  of  E  Warrant and Issuance of the Common Stock. The Company
          ---------------------------------------------------------
represents and warrants that this E Warrant has been duly authorized and validly
issued  and  warrants  and  agrees  that the Common  Stock  that


                                        1
<PAGE>
may  be  issued  upon  the  exercise of the rights represented by this E Warrant
will,  when issued upon such exercise, be duly authorized, validly issued, fully
paid  and  nonassessable and free from all taxes, liens and charges with respect
to  the  issue  thereof. The Company further warrants and agrees that during the
period  within  which the rights represented by this E Warrant may be exercised,
the  Company  will at all times have authorized and reserved a sufficient number
of  shares  of  the  Common  Stock  to  provide  for  the exercise of the rights
represented  by  this  E  Warrant.

     4.   Registration of Transfers and Exchange of this E Warrant.
          --------------------------------------------------------

          (a)  Subject  to  compliance  with the legend set forth on the face of
this E Warrant, the Company shall register the transfer of any portion of this E
Warrant  in  the  E  Warrant Register, upon surrender of this E Warrant with the
Form  of Assignment attached hereto duly completed and signed, to the Company at
the  office  specified  in  or  pursuant  to  Paragraph 9 hereof.  Upon any such
registration  or  transfer,  a  new  warrant  to  purchase  the Common Stock, in
substantially  the  form  of  this  E  Warrant  (any  such new warrant, a "New E
Warrant"),  evidencing  the  portion  of  this E Warrant so transferred shall be
issued to the Transferee and a New E Warrant evidencing the remaining portion of
this  E  Warrant not so transferred, if any, shall be issued to the transferring
Holder.  The  acceptance of the New E Warrant by the transferee thereof shall be
deemed the acceptance of such transferee of all of the rights and obligations of
the Holder.

          (b)  This  E Warrant is exchangeable, upon the surrender hereof by the
Holder  to the office of the Company specified in or pursuant to Paragraph 9 for
one  or  more  New E Warrants, evidencing in the aggregate the right to purchase
the  number of shares of the Common Stock which may then be purchased hereunder.
Any  such  New  E  Warrant  will  be  dated  the  date  of  such  exchange.

     5.   Exercise of this E Warrant.
          --------------------------

          (a)  Upon  surrender  of  this  E Warrant with the Form of Election to
Purchase  attached  hereto  duly  completed  and  signed  to the Company, at its
address  set  forth  in Paragraph 9 hereof, and upon payment and delivery of the
Exercise  Price  multiplied by the number of shares of the Common Stock that the
Holder  intends  to  purchase hereunder, in lawful money of the United States of
America,  in  cash  or  by  certified  or  official bank check or checks, to the
Company, all as specified by the Holder in the Form of Election to Purchase, the
Company  shall  promptly but in no event later than five business days after the
Date  of  Exercise (as defined herein) issue or cause to be issued and delivered
to  or  upon  the  written  order of the Holder and in such name or names as the
Holder  may  designate (subject to the restrictions on transfer described in the
legend set forth on the face of this E Warrant), a certificate for the shares of
the  Common  Stock  issuable upon such exercise, with such restrictive legend as
required  by the 1933 Act. Any person so designated by the Holder to receive the
shares  of  the  Common Stock shall be deemed to have become holder of record of
the Common Stock as of the Date of Exercise of this E Warrant.

          (b)  "Date of Exercise" means the date on which the Company shall have
received (i) this E Warrant (or any New E Warrant, as applicable), with the Form
of  Election  to  Purchase  attached  hereto (or attached to such New E Warrant)
appropriately  completed and duly signed, and (ii) payment of the Exercise Price
for  the  number  of shares of the Common Stock so indicated by the Holder to be
purchased.

          (c)  This  E Warrant shall be exercisable at any time and from time to
time  for  such  number  of  shares  of  the Common Stock as is indicated in the
attached  Form  of  Election  to Purchase. If less than all of the shares of the
Common  Stock  which  may be purchased under this E Warrant are purchased at any
time,  the  Company  shall  issue or cause to be issued, at its expense, a New E
Warrant  evidencing  the right to purchase the remaining number of shares of the
Common Stock for which no exercise has been evidenced by this E Warrant.

          (d)  Notwithstanding  anything  contained  herein to the contrary, the
holder  of this E Warrant may, at its election exercised in its sole discretion,
exercise  this  E  Warrant  in  whole or in part and, in lieu of making the cash
payment  otherwise  contemplated to be made to the Company upon such exercise in
payment  of the  Exercise Price, elect instead to receive upon such exercise the
"Net Number" of shares of the Common Stock determined according to the following
formula  (a  "Cashless  Exercise"):

                           Net Number = (A x B) - (A x C)
                                        -----------------
                                                B


                                        2
<PAGE>
          For  purposes  of  the  foregoing  formula:

               A =  the total number shares with respect to which this E Warrant
                    is  then  being  exercised.

               B =  the  last  reported sale price (as reported by Bloomberg) of
                    the  Common Stock on the date immediately preceding the date
                    of  the  notice  of  exercise  of  this  E  Warrant.

               C =  the  Exercise  Price  then  in  effect  at  the time of such
                    exercise.

     Provided,  however,  notwithstanding  anything  herein  contained  to  the
contrary,  the Holder may not affect a Cashless Exercise of this E Warrant until
after  January  __,  2006,  and  thereafter  so  long  as  there is an effective
Registration Statement with respect to the shares of the Common Stock.

     6.   Call  by  the  Company.  In  the  event  that the closing price of the
          ----------------------
Common Stock as listed on a nationally public securities market is $8.00 or more
for  a  period of 20 consecutive trading days and the Registration Statement for
the Common  Stock is effective for such 20 consecutive trading days, the Company
may  call  this  E  Warrant upon 30 days notice and pay to the Holder the sum of
$0.001  per  share  of the  Common Stock covered by this E Warrant, for all such
shares  not  purchased under the exercise provisions at the expiration of the 30
days  notice  period.

     7.   Adjustment  of  Exercise Price and Number of Shares. The shares of the
          ---------------------------------------------------
Common  Stock  or  other securities at the time issuable upon exercise of this E
Warrant  and  the  Exercise  Price  therefor, are subject to adjustment upon the
occurrence  of  the  following  events:

          (a)  Adjustment  for Stock Splits, Stock Dividends, Recapitalizations,
               -----------------------------------------------------------------
Etc. The Exercise Price of this E Warrant and the number of shares of the Common
---
Stock  or  other  securities  at  the  time issuable upon the exercise of this E
Warrant  shall  be  appropriately  adjusted to reflect any stock dividend, stock
split,  combination  of  shares,  reclassification,  recapitalization  or  other
similar  event affecting the number of outstanding shares of the Common Stock or
other  securities  of  the  Company.

          (b)  Adjustment  for  Reorganization,  Consolidation,  Merger, Etc. In
               -------------------------------------------------------------
case  of  any  consolidation  or  merger  of  the Company with or into any other
corporation,  entity  or person, or any other corporate reorganization, in which
the  Company  shall  not  be  the  continuing  or  surviving  entity  of  such
consolidation,  merger or reorganization (any such transaction being referred to
as  a  "Reorganization"),  then, in each case, the Holder, on exercise hereof at
any  time  after  the consummation or effective date of such Reorganization (the
"Effective  Date"),  shall receive, in lieu of the shares of the Common Stock or
other securities of the Company at any time issuable upon the exercise of this E
Warrant  prior  to  the Effective Date, the shares of the Common Stock and other
securities  of  the  Company  and  property (including cash) to which the Holder
would  have  been  entitled  upon the Effective Date if the Holder had exercised
this  E  Warrant immediately prior thereto (all subject to further adjustment as
provided  in  this  E  Warrant).

          (c)  Certificate  as  to  Adjustments.  In  case  of any adjustment or
               --------------------------------
readjustment in the price or kind of securities issuable on the exercise of this
E  Warrant,  the Company will promptly give written notice thereof to the Holder
in  the form of a certificate, certified and confirmed by the Board of Directors
of  the  Company,  setting  form  such adjustment or readjustment and showing in
reasonable detail the facts upon which such adjustment or readjustment is based.

     8.   Fractional  Shares.  The  Company  shall  not  be required to issue or
          ------------------
cause to be issued fractional shares of the Common Stock on the exercise of this
E  Warrant. The number of full shares of the Common Stock that shall be issuable
upon  the  exercise  of  this  E  Warrant  shall be computed on the basis of the
aggregate number of shares of the Common Stock purchasable on exercise of this E
Warrant  so  presented.  If  any  fraction  of shares of the Common Stock would,
except  for  the  provisions of this Paragraph 8, be issuable on the exercise of
this  E  Warrant,


                                        3
<PAGE>
the  Company  shall,  at  its  option,  (a)  pay  an amount in cash equal to the
Exercise  Price multiplied by such fraction or (b) round the number of shares of
the Common Stock issuable, up to the next whole number.

     9.   Notice.  All  notices  and  other communications hereunder shall be in
          ------
writing  and  shall  be  deemed  to  have  been  given  (a) on the date they are
delivered  if  delivered  in  person;  (b)  on  the  date  initially received if
delivered  by  facsimile  transmission  followed by registered or certified mail
confirmation;  (c) on the date delivered by an overnight courier service; or (d)
on  the third business day after it is mailed by registered or certified, return
receipt  requested  with  postage  and  other  fees  prepaid,  if to the Company
addressed to Mr. Steven D. Rosenthal at 8513 Rochester Avenue, Rancho Cucamonga,
California  91730, with a copy to Norman T. Reynolds, Esq. at 815 Walker Street,
Suite  1250,  Houston, Texas 77002, and if to the Holder addressed to Mr. Andrew
Barron  Worden  730 Fifth Avenue, 9th Floor, New York, New York 10019. Any party
hereto  may  change  its address upon 10 days' written notice to any other party
hereto.

     10.  Miscellaneous.
          -------------

          (a)  This  E  Warrant  shall be binding on and inure to the benefit of
the parties hereto and their respective successors and permitted assigns. This E
Warrant may be amended only in writing and signed by the Company and the Holder.

          (b)  Nothing  in  this  E  Warrant  shall  be construed to give to any
person  or  corporation  other  than  the  Company  and  the Holder any legal or
equitable right, remedy or cause of action under this E Warrant.  This E Warrant
shall  be  for  the  sole  and  exclusive benefit of the Company and the Holder.

          (c)  This  E  Warrant shall be governed by and construed in accordance
with  the  laws  of  the State of California, without regard to any conflicts of
laws  provisions  thereof. Each party hereby irrevocably submits to the personal
jurisdiction  of  the  United  States District Court for the Central District of
California,  as  well  as  of  the Superior Courts of the State of California in
Riverside  County, California over any suit, action or proceeding arising out of
or  relating  to  this  Agreement.  Each party hereby irrevocably waives, to the
fullest  extent  permitted  by  law, any objection which it may now or hereafter
have to the laying of the venue of any such mediation, arbitration, suit, action
or  proceeding brought in any such county and any claim that any such mediation,
arbitration,  suit, action or proceeding brought in such county has been brought
in  an  inconvenient  forum.

          (d)  The headings herein are for convenience only, do not constitute a
part  of  this  E  Warrant and shall not be deemed to limit or affect any of the
provisions  hereof.

          (e)  In case any one or more of the provisions of this E Warrant shall
be  invalid  or unenforceable in any respect, the validity and enforceability of
the  remaining  terms  and  provisions of this E Warrant shall not in any way be
affected or impaired thereby and the parties will attempt in good faith to agree
upon  a valid and enforceable provision which shall be a commercially reasonably
substitute  therefore,  and  upon so agreeing, shall incorporate such substitute
provision  in  this  E  Warrant.

          (f)  The Holder shall not, by virtue hereof, be entitled to any voting
or  other  rights  of a shareholder of the Company, either at law or equity, and
the  rights  of  the  Holder  are  limited to those expressed in this E Warrant.

          (g)  In  the event of any conflict between the terms of this E Warrant
or the Stock Purchase Agreement, the terms of the Stock Purchase Agreement shall
control.


                                        4
<PAGE>
     IN  WITNESS  WHEREOF,  the  Company  has  caused  this E Warrant to be duly
executed by the authorized officer as of the date first above stated.

                                  CYBER PUBLIC RELATIONS, INC.


                                  By  /s/  Steven D. Rosenthal
                                    --------------------------------------------
                                    Steven D. Rosenthal, Chief Executive Officer


                                        5
<PAGE>
                          FORM OF ELECTION TO PURCHASE

(To be executed by the Holder to exercise the right to purchase shares of Common
Stock  under  the  foregoing  E  Warrant)

To: Cyber Public Relations, Inc.

     In  accordance  with  the  E Warrant enclosed with this Form of Election to
Purchase,  the  undersigned  hereby  irrevocably  elects  to purchase __________
shares  of  the  Common  Stock  (the "Common Stock"), $0.001 par value, of Cyber
Public  Relations,  Inc. and encloses this E Warrant and $____ for each share of
the  Common  Stock  being  purchased  or  an aggregate of $__________ in cash or
certified  or  official bank check or checks, which sum represents the aggregate
Exercise  Price (as defined in the E Warrant) together with any applicable taxes
payable  by  the  undersigned  pursuant  to  the  E  Warrant.

     The  undersigned  requests  that  certificates for the shares of the Common
Stock  issuable  upon  this  exercise  be  issued  in  the  name  of:


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

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

----------------------------------------
(Please print name and address)


----------------------------------------
(Please insert Social Security or Tax Identification Number)

     If  the  number  of  shares of the Common Stock issuable upon this exercise
shall  not  be  all  of  the shares of the Common Stock which the undersigned is
entitled  to purchase in accordance with the enclosed E Warrant, the undersigned
requests that a New E Warrant (as defined in the E Warrant) evidencing the right
to purchase the shares of the Common Stock not issuable pursuant to the exercise
evidenced hereby be issued in the name of and delivered to:


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

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

----------------------------------------
(Please print name and address)


Dated:                             Name of Holder:
      ---------------
                                   (Print)
                                          --------------------------------------
                                   By
                                     -------------------------------------------
                                   Name
                                       -----------------------------------------
                                   Title
                                        ----------------------------------------

                                   Signature  must  conform  in  all respects to
                                   name  of  Holder  as specified on the face of
                                   the E Warrant


<PAGE>