Exhibit 99.10


THE SECURITIES  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN REGISTERED UNDER
THE  SECURITIES  ACT  OF  1933,  AS  AMENDED,  AND  MAY  NOT BE  OFFERED,  SOLD,
TRANSFERRED,  PLEDGED,  ASSIGNED,  HYPOTHECATED OR OTHERWISE  DISPOSED OF EXCEPT
PURSUANT TO AN EFFECTIVE  REGISTRATION  STATEMENT  UNDER THE ACT OR AN EXEMPTION
FROM  REGISTRATION  AND OTHERWISE IN  ACCORDANCE  WITH THE TERMS OF AN AGREEMENT
BETWEEN THE ISSUER AND THE ORIGINAL OWNER OF THE SECURITIES,  A COPY OF WHICH IS
ON FILE AT THE PRINCIPAL EXECUTIVE OFFICE OF THE ISSUER.


                                 POSEIDIS, INC.

                                     WARRANT


     This Warrant is issued in connection with that certain Letter  Agreement by
and  between  POSEIDIS,  INC.,  a  Florida  corporation  (the  "Company"),   and
BRIDGEHEAD PARTNERS, LLC (the "Holder") dated October 31, 2005.

     THIS  CERTIFIES  THAT,  for value  received,  the Holder or its  registered
assigns is  entitled  to  purchase  from the Company at any time or from time to
time during the period  specified in Paragraph 2 hereof ONE MILLION FIVE HUNDRED
THOUSAND (1,500,000) fully paid and nonassessable shares of the Company's Common
Stock,  $0.0001 par value per share (the "Common  Stock"),  at an exercise price
per share equal to $0.0375 (the "Exercise Price").

     The term "Warrant  Shares," as used herein,  refers to the shares of Common
Stock  purchasable  hereunder.  The Warrant  Shares and the  Exercise  Price are
subject to adjustment as provided in Paragraph 4 hereof. This Warrant is subject
to the following terms, provisions, and conditions:

     1.  Manner of  Exercise;  Issuance  of  Certificates;  Payment  for Shares.
Subject to the  provisions  hereof,  this Warrant may be exercised by the holder
hereof,  in whole or in part, by the surrender of this Warrant,  together with a
completed  exercise  agreement  in  the  form  attached  hereto  (the  "Exercise
Agreement"),  to the Company during normal business hours on any business day at
the Company's principal executive offices (or such other office or agency of the
Company as it may designate by notice to the holder hereof), and upon payment to
the Company in cash, by certified or official bank check or by wire transfer for
the  account  of the  Company  of the  Exercise  Price  for the  Warrant  Shares
specified  in the Exercise  Agreement  for the Warrant  Shares  specified in the
Exercise Agreement. The Warrant Shares so purchased shall be deemed to be issued
to the holder  hereof or such  holder's  designee,  as the record  owner of such
shares, as of the close of business on the date on which this Warrant shall have
been surrendered,  the completed  Exercise  Agreement shall have been delivered,
and  payment  shall  have  been  made  for  such  shares  as  set  forth  above.
Certificates  for the Warrant  Shares so purchased,  representing  the aggregate
number of shares specified in the Exercise Agreement,  shall be delivered to the
holder  hereof  within a reasonable  time after this Warrant  shall have been so
exercised.  The certificates so delivered shall be in such  denominations as may
be requested by the holder  hereof and shall be  registered  in the name of such
holder or such other name as shall be designated by such holder. If this Warrant
shall have been exercised only in part,  then,  unless this Warrant has expired,
the Company shall, at its expense, at the time of delivery of such certificates,
deliver  to the holder a new  Warrant  representing  the  number of shares  with
respect to which this Warrant shall not then have been exercised.




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<PAGE>



     2. Period of Exercise.  This  Warrant  shall vest and be  exercisable  with
respect to shares of Common Stock as follows:  (i) 750,000  shares  beginning on
January 12, 2006;  (ii)  375,000  shares  beginning  on June 1, 2006;  and (iii)
375,000 on October 31, 2006; and shall  terminate at 6:00 p.m., New York time on
January 12, 2011 (the "Exercise Period").

     3. Certain  Agreements  of the Company.  The Company  hereby  covenants and
agrees as follows:

     (a) Shares to be Fully Paid.  All Warrant  Shares  will,  upon  issuance in
     accordance with the terms of this Warrant,  be validly issued,  fully paid,
     and nonassessable and free from all taxes,  liens, and charges with respect
     to the issue thereof.

     (b) Reservation of Shares. During the Exercise Period, the Company shall at
     all times have  authorized,  and reserved for the purpose of issuance  upon
     exercise of this Warrant,  a sufficient number of shares of Common Stock to
     provide for the exercise of this Warrant.

     (c) Listing. The Company shall promptly secure the listing of the shares of
     Common  Stock  issuable  upon  exercise of the Warrant  upon each  national
     securities  exchange or  automated  quotation  system,  if any,  upon which
     shares of Common  Stock are then  listed  (subject  to  official  notice of
     issuance upon exercise of this Warrant) and shall maintain,  so long as any
     other shares of Common Stock shall be so listed, such listing of all shares
     of  Common  Stock  from time to time  issuable  upon the  exercise  of this
     Warrant.

     (d)  Successors  and Assigns.  This Warrant will be binding upon any entity
     succeeding to the Company by merger,  consolidation,  or acquisition of all
     or substantially all the Company's assets.


     4.  Adjustment  and  Antidilution  Provisions.1.  On or  after  the date of
issuance  of this  Warrant,  the  Warrant  Exercise  Price and  number of shares
issuable pursuant to this Warrant shall be subject to adjustment as follows:

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

     (b) Whenever the Exercise  Price  payable upon  exercise of each Warrant is
     adjusted pursuant to Subsection (a) above, the number of shares purchasable
     upon  exercise  of  this  Warrant  shall   simultaneously  be  adjusted  by
     multiplying the number of shares  initially  issuable upon exercise of this
     Warrant by the Exercise Price in effect on the date hereof and dividing the
     product so obtained by the Exercise Price, as adjusted.



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<PAGE>



     (c) All calculations under this Section 4 shall be made to the nearest cent
     or to the nearest one-hundredth of a share, as the case may be. Anything in
     this  Section  4 to the  contrary  notwithstanding,  the  Company  shall be
     entitled,  but shall not be required,  to make such changes in the Exercise
     Price  in  addition  to  those  required  by this  Section  4, as it  shall
     determine,  in its sole  discretion,  to be  advisable  in  order  that any
     dividend or  distribution  in shares of Common Stock,  or any  subdivision,
     reclassification  or  combination  of Common Stock,  hereafter  made by the
     Corporation  shall not result in any Federal  Income tax  liability  to the
     holders of the Common  Stock or  securities  convertible  into Common Stock
     (including warrant).

     (d) Whenever  the  Exercise  Price is  adjusted,  as herein  provided,  the
     Corporation  shall  promptly  cause a notice  setting  forth  the  adjusted
     Exercise Price and adjusted number of shares issuable upon exercise of each
     Warrant to be mailed to the Holder,  at its last  address  appearing in the
     Company's  Warrant  Register.  The Company may retain a firm of independent
     certified public accountants selected by the Board of Directors (who may be
     the regular  accountants  employed by the Company) to make any  computation
     required by this Section 4, and a certificate  signed by such firm shall be
     conclusive evidence of the correctness of such adjustment.

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

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

     7. Transfer, Exchange, and Replacement of Warrant.

     (a)  Restriction  on Transfer.  This Warrant and the rights  granted to the
     holder hereof are transferable, in whole or in part, upon surrender of this
     Warrant,  together with a properly executed assignment in the form attached
     hereto,  at the office or agency of the Company  referred  to in  Paragraph
     7(e) below,  provided,  however,  that any transfer or assignment  shall be
     subject to the  conditions  set forth in Paragraph  7(f) hereof.  Until due
     presentment for  registration of transfer on the books of the Company,  the
     Company  may treat the  registered  holder  hereof as the owner and  holder
     hereof for all  purposes,  and the  Company  shall not be  affected  by any
     notice to the contrary.

     (b) Warrant  Exchangeable  for  Different  Denominations.  This  Warrant is
     exchangeable,  upon the surrender hereof by the holder hereof at the office
     or agency of the Company  referred  to in  Paragraph  7(e)  below,  for new
     Warrant of like tenor  representing  in the aggregate the right to purchase
     the number of shares of Common Stock which may be purchased hereunder, each
     of such new  Warrant to  represent  the right to  purchase  such  number of
     shares  as shall be  designated  by the  holder  hereof at the time of such
     surrender.



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<PAGE>



     (c)   Replacement   of  Warrant.   Upon  receipt  of  evidence   reasonably
     satisfactory to the Company of the loss, theft, destruction,  or mutilation
     of this Warrant and, in the case of any such loss,  theft,  or destruction,
     upon delivery of an indemnity agreement reasonably satisfactory in form and
     amount  to the  Company,  or,  in the  case of any  such  mutilation,  upon
     surrender and  cancellation of this Warrant,  the Company,  at its expense,
     will execute and deliver, in lieu thereof, a new Warrant of like tenor.

     (d) Cancellation;  Payment of Expenses.  Upon the surrender of this Warrant
     in connection  with any transfer,  exchange,  or replacement as provided in
     this  Paragraph 7, this Warrant shall be promptly  canceled by the Company.
     The Company shall pay all taxes (other than securities  transfer taxes) and
     all other  expenses  (other than legal  expenses,  if any,  incurred by the
     holder  or  transferees)   and  charges  payable  in  connection  with  the
     preparation,  execution, and delivery of Warrant pursuant to this Paragraph
     7.

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

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

     8.  Registration  Rights.  The initial  holder of this Warrant (and certain
assignees thereof) shall have the following registration rights:

     (a) Registration of Common Shares.

          (i) Registration. The Company agrees to use its best efforts to file a
     registration  statement for  registration  under the  Securities Act of the
     shares  issuable upon exercise of this Warrant (the "Common  Shares") on or
     before April 15, 2006 and to use its best efforts to have the  registration
     statement  declared  effective within 120 days of filing.  The registration
     requested  pursuant  to this  Section  8(a)(i) is referred to herein as the
     "Registration".



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<PAGE>



          (ii)  Restrictions on Registration.  The Company will not be obligated
     to effect a  Registration  within one hundred  twenty  (120) days after the
     effective  date of a  registration  statement in which Common Shares of the
     Investor are included in a registration  statement pursuant to Section 8(b)
     hereof.  The Company may  postpone for a period not  exceeding  ninety (90)
     days the filing or the  effectiveness  of a  registration  statement  for a
     Registration if the Company  provides  Investor with written notice that in
     the Company's good faith judgment such  Registration  might have an adverse
     effect on any proposal or plan by the Company to engage in any  acquisition
     of assets  (other than in the  ordinary  course of business) or any merger,
     consolidation,  tender  offer,  public  offering  or  similar  transaction,
     provided  that,  in such event,  the Company  will use its best  efforts to
     effect a Registration as promptly as practicable thereafter.

     (b)  Participation in Registered  Offerings.  If the Company proposes or is
     required  to  register  any of its shares or other  equity  securities  for
     public sale for cash under the  Securities  Act (other than on Forms S-4 or
     S-8 or similar registration forms), it will at each such time or times give
     written  notice to the Investor of its intention to do so. Upon the written
     request of the Investor  given within twenty (20) days after receipt of any
     such notice, the Company shall use its best efforts to cause to be included
     in such registration any Common Shares held by the Investor requested to be
     registered;  provided,  that if the managing  underwriter advises that less
     than all of the shares  requested  to be  registered  should be offered for
     sale so as not  materially  and adversely to affect the price or salability
     of such offering being registered by the Company, the Investor (but not the
     Company to the extent it  desires  to include  shares for its own  account)
     shall  reduce  the  number  of its  Common  Shares  to be  included  in the
     registration  statement  as  required  by the  underwriter  to  the  extent
     requisite  of all  prospective  sellers of the  securities  proposed  to be
     registered  (other than the  Company) on a pro rata basis  according to the
     amounts of securities  proposed to be registered by all prospective sellers
     to permit the sale or other  disposition  (in accordance  with the intended
     method of disposition  thereof as aforesaid) by the  prospective  seller or
     sellers  of  the  securities  so  registered.  The  registration  requested
     pursuant  to this  Section  8(b) is  referred  to herein as the  "Piggyback
     Registration".

     (c)  Obligations  of  Investor.  It shall be a condition  precedent  to the
     obligation  of the Company to register any Common  Shares  pursuant to this
     Section 8 that the Investor  shall furnish to the Company such  information
     regarding  the Common  Shares held and the intended  method of  disposition
     thereof and other information  concerning the Investor as the Company shall
     reasonably  request  and as  shall  be  required  in  connection  with  the
     registration  statement to be filed by the Company. If after a registration
     statement  becomes  effective  the Company  advises the  Investor  that the
     Company  considers it  appropriate  to amend or supplement  the  applicable
     registration  statement,  the Investor  shall suspend  further sales of the
     Common Shares until the Company advises the Investor that such registration
     statement has been amended or supplemented.

     (d)  Registration  Proceedings.  Whenever  the  Company is  required by the
     provisions  of this  Section 8 to effect  the  registration  of the  Common
     Shares under the Securities Act, the Company shall:

          (i) Prepare and promptly  file with the SEC a  registration  statement
     with  respect  to such  securities  and use its best  efforts to cause such
     registration  statement to become  effective  within 150 days of filing and
     remain effective;



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<PAGE>



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

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

          (iv) Use its best  efforts  to  register  or  qualify  the  securities
     covered by such registration  statement under such state securities or Blue
     Sky Laws of such  jurisdictions  as the  Investor  may  reasonably  request
     within twenty (20) days following the original filing of such  registration
     statement, except that the Company shall not for any purpose be required to
     execute a general  consent  to  service  of  process  or to  qualify  to do
     business as a foreign corporation in any jurisdiction  wherein it is not so
     qualified;

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

          (vi)  Notify the  Investor  promptly of any request by the SEC for the
     amending or supplementing of such  registration  statement or prospectus or
     for additional information; and

          (vii) Prepare and promptly  file with the SEC and promptly  notify the
     Investor of the filing of such amendment or supplement to such registration
     statement or  prospectus  as may be necessary to correct any  statements or
     omissions if, at the time when a prospectus  relating to such securities is
     required to be  delivered  under the  Securities  Act, any event shall have
     occurred as the result of which any such prospectus or any other prospectus
     as then in effect would  include an untrue  statement of a material fact or
     omit to state any material fact necessary to make the  statements  therein,
     in light of the  circumstances  in which  they were made,  not  misleading.
     Notwithstanding any provision herein to the contrary, the Company shall not
     be required to amend,  supplement,  or update a prospectus contained in any
     registration  statement  if to do so would  result in an unduly  burdensome
     expense to the Company.

     (e)  Expenses.  With  respect to the  inclusion  of the Common  Shares in a
     registration  statement  pursuant  to  this  Section  8,  all  registration
     expenses,  fees, costs and expenses of and incidental to such registration,
     shall be borne by the Company; provided,  however, that Investor shall bear
     its own professional fees and pro rata share of the underwriting  discounts
     and  commissions.  The fees, costs and expenses of registration to be borne
     by the Company shall include, without limitation, all registration, filing,
     and printing  expenses,  fees and  disbursements of counsel and accountants
     for the Company,  fees and  disbursements of counsel for the underwriter or
     underwriters  of such  securities (if the Company  and/or selling  security
     holders are  required to bear such fees and  disbursements),  and all legal
     fees  and   disbursements  and  other  expenses  of  complying  with  state
     securities or Blue Sky laws of any  jurisdiction in which the securities to
     be offered are to be registered or qualified.



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     (f)  Indemnification  of the Investor.  Subject to the conditions set forth
     below, in connection with any registration of the Common Shares pursuant to
     this  Section 8, the Company  agrees to  indemnify  and hold  harmless  the
     Investor,  any  underwriter for the offering and each of their officers and
     directors and agents and each other person,  if any, who controls  Investor
     or their underwriter (each, an "Investor  Indemnified  Party"),  within the
     meaning of Section 15 of the Securities Act, as follows:

          (i) Against  any and all loss,  claim,  damage and expense  whatsoever
     arising  out of or based upon  (including,  but not limited to, any and all
     expense  whatsoever  reasonably  incurred in  investigating,  preparing  or
     defending any litigation,  commenced or threatened, or any claim whatsoever
     based  upon) any  untrue or alleged  untrue  statement  of a material  fact
     contained in any  preliminary  prospectus  (if used prior to the  effective
     date of the  registration  statement),  the  registration  statement or the
     prospectus  (as from  time to time  amended  and  supplemented),  or in any
     application or other document executed by the Company or based upon written
     information  furnished by the Company filed in any jurisdiction in order to
     qualify the Company'  securities under the securities laws thereof,  or the
     omission or alleged  omission  therefrom of a material  fact required to be
     stated therein or necessary to make the statements  therein not misleading,
     or any  other  violation  of  applicable  federal  or  state  statutory  or
     regulatory  requirements  or limitations  relating to action or inaction by
     the  Company in the  course of  preparing,  filing,  or  implementing  such
     registered  offering;  provided,  however,  that  the  indemnity  agreement
     contained  in this  section  shall not apply to any  loss,  claim,  damage,
     liability  or action  arising  out of or based  upon any  untrue or alleged
     untrue  statement or omission made in reliance upon and in conformity  with
     any information  furnished in writing to the Company by or on behalf of the
     Investor  expressly for use in  connection  therewith or arising out of any
     action or inaction of the Investor;

          (ii) Subject to the proviso contained in Subsection (i) above, against
     any and all loss,  liability,  claim,  damage and expense whatsoever to the
     extent  of the  aggregate  amount  paid in  settlement  of any  litigation,
     commenced or threatened,  or of any claim  whatsoever based upon any untrue
     statement or omission  (including,  but not limited to, any and all expense
     whatsoever  reasonably  incurred in  investigating,  preparing or defending
     against any such  litigation or claim) if such  settlement is effected with
     the written consent of the Company; and

          (iii) In no case  shall the  Company be liable  under  this  indemnity
     agreement  with respect to any claim made against any Investor  Indemnified
     Party  unless the  Company  shall be  notified,  by letter or by  facsimile
     confirmed  by  letter,  of  any  action  commenced  against  such  Investor
     Indemnified  Party,  promptly after such person shall have been served with
     the summons or other legal process giving  information as to the nature and
     basis of the claim. The failure to so notify the Company, if prejudicial in
     any material  respect to the Company'  ability to defend such claim,  shall
     relieve the Company from its liability to the indemnified person under this
     Section 8(f), but only to the extent that the Company was  prejudiced.  The
     failure to so notify the Company  shall not  relieve  the Company  from any
     liability  which it may have  otherwise  than on account of this  indemnity



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<PAGE>



     agreement.  The Company shall be entitled to participate at its own expense
     in the defense of any suit  brought to enforce  any such claim,  but if the
     Company  elects to assume the defense,  such defense  shall be conducted by
     counsel chosen by it,  provided such counsel is reasonably  satisfactory to
     the  Investor  Indemnified  Party in any suit so brought.  In the event the
     Company  elects to assume  the  defense  of any such suit and  retain  such
     counsel,  the Investor  Indemnified Party in the suit shall, after the date
     they are  notified  of such  election,  bear the fees and  expenses  of any
     counsel  thereafter  retained  by  them,  as  well  as any  other  expenses
     thereafter  incurred  by them  in  connection  with  the  defense  thereof;
     provided,  however,  that  if the  Investor  Indemnified  Party  reasonably
     believes  that there may be  available  to it any  defense or  counterclaim
     different than those available to the Company or that representation of the
     Investor  Indemnified  Party by counsel for the Company presents a conflict
     of interest for such counsel,  then the Investor Indemnified Party shall be
     entitled  to defend  such suit with  counsel  of its own  choosing  and the
     Company  shall bear the fees,  expenses  and other  costs of such  separate
     counsel.

     (g)  Indemnification  of the Company.  The Investor agrees to indemnify and
     hold harmless the Company,  each underwriter for the offering,  and each of
     their officers and directors and agents and each other person,  if any, who
     controls the Company and the  underwriter  within the meaning of Section 15
     of the Securities Act and any other stockholder  selling securities against
     any and all such losses,  liabilities,  claims, damages and expenses as are
     indemnified  against by the Company  under Section 8(f) (i), (ii) and (iii)
     above;  provided,  however, that such indemnification by Investor hereunder
     shall be limited to any losses,  liabilities,  claims, damages, or expenses
     to the extent caused by any untrue statement of a material fact or omission
     of a material  fact  (required  to be stated  therein or  necessary to make
     statements  therein not  misleading),  if any made (or in settlement of any
     litigation effected with the written consent of such Investors,  alleged to
     have been made) in any preliminary  prospectus,  the registration statement
     or prospectus or any amendment or supplement  thereof or in any application
     or other  document  in  reliance  upon,  and in  conformity  with,  written
     information  furnished in respect of such  Investor by or on behalf of such
     Investor expressly for use in any preliminary prospectus,  the registration
     statement or prospectus  or any  amendment or supplement  thereof or in any
     such application or other document or arising out of any action or inaction
     of such Investor in implementing such registered offering.  Notwithstanding
     the foregoing, the indemnification  obligation of Investor shall not exceed
     the purchase price of the Note. In case any action shall be brought against
     the  Company,  or any other  person so  indemnified,  in  respect  of which
     indemnity may be sought against any Investor,  such Investor shall have the
     rights  and  duties  given  to  the  Company,  and  each  other  person  so
     indemnified  shall have the rights and  duties  given to  Investor,  by the
     provisions of Section  8(f).  The person  indemnified  agrees to notify the
     Investor  promptly  after the  assertion  of any claim  against  the person
     indemnified in connection with the sale of securities.

     (h) Contribution.  If the indemnification provided for in Sections 8(f) and
     8(g) above are  unavailable or insufficient to hold harmless an indemnified
     party in respect of any losses,  claims, damages or liabilities (or actions
     in respect thereof) referred to therein, then each indemnifying party shall
     contribute  to the amount  paid or payable by such  indemnified  party as a
     result of such  losses,  claims,  damages  or  liabilities  (or  actions in
     respect  thereof)  in such  proportion  as is  appropriate  to reflect  the
     relative fault of the indemnified party, on one hand, and such indemnifying
     party,  on the other hand, in connection  with the  statements or omissions
     which resulted in such losses, claims,  damages, or liabilities (or actions
     in respect  thereof).  The relative  fault shall be determined by reference
     to, among other things, whether the untrue or alleged untrue statement of a



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<PAGE>



     material fact or the omission or alleged  omission to state a material fact
     relates to information  supplied by the indemnified  party, on one hand, or
     such  indemnifying  party,  on the other hand,  and the  parties'  relative
     intent,  knowledge,  access to  information  and  opportunity to correct or
     prevent such statement or omission.  No person who has committed fraudulent
     misrepresentation  (within  the  meaning  of the  Securities  Act) shall be
     entitled  to  contribution  from  any  person  who was not  guilty  of such
     fraudulent misrepresentation.  The amount paid or payable by an indemnified
     party as a result of the losses, claims, damages or liabilities (or actions
     in respect  thereof)  referred to above in this Section  shall be deemed to
     include any legal or other expenses reasonably incurred by such indemnified
     party in  connection  with  investigating  or defending  any such action or
     claim.

     (i)  Assignment  of  Registration  Rights.  The  right to have the  Company
     register Common Shares  pursuant to this Agreement  shall be  automatically
     assignable  to any  transferee  of all or any  portion  of the  Debentures,
     warrants or Common  Shares if: (a) the Investor  agrees in writing with the
     transferee or assignee to assign such rights,  and a copy of such agreement
     is furnished to the Company within a reasonable time after such assignment,
     (b) the  Company  is,  within a  reasonable  time  after such  transfer  or
     assignment,  furnished  with written  notice of (i) the name and address of
     such transferee or assignee,  and (ii) the securities with respect to which
     such registration  rights are being transferred or assigned,  (c) following
     such transfer or assignment,  the further disposition of such securities by
     the transferee or assignee is restricted  under the 1933 Act and applicable
     state  securities laws and, (d) at or before the time the Company  receives
     the  written  notice  contemplated  by  clause  (b) of this  sentence,  the
     transferee  or assignee  agrees in writing  with the Company to be bound by
     all  of  the  provisions  contained  herein  (the  foregoing  a  "Permitted
     Transferee").

     9. Notices. All notices,  requests,  and other  communications  required or
permitted to be given or delivered hereunder to the holder of this Warrant shall
be in writing, and shall be personally delivered,  or shall be sent by certified
or registered mail or by recognized overnight mail courier,  postage prepaid and
addressed,  to such holder at the address  shown for such holder on the books of
the  Company,  or at such  other  address as shall  have been  furnished  to the
Company  by  notice  from  such  holder.  All  notices,   requests,   and  other
communications  required or permitted to be given or delivered  hereunder to the
Company shall be in writing, and shall be personally delivered, or shall be sent
by certified or registered mail or by recognized overnight mail courier, postage
prepaid and addressed,  to the office of the Company at 222 Lakeview Ave., Suite
160, West Palm Beach,  Florida  33401,  Attention:  President,  or at such other
address as shall  have been  furnished  to the holder of this  Warrant by notice
from the Company.  Any such notice,  request, or other communication may be sent
by  facsimile,  but shall in such case be  subsequently  confirmed  by a writing
personally  delivered or sent by certified or  registered  mail or by recognized
overnight  mail  courier as provided  above.  All notices,  requests,  and other
communications  shall be  deemed to have  been  given  either at the time of the
receipt  thereof by the person entitled to receive such notice at the address of
such person for  purposes of this  Paragraph 9, or, if mailed by  registered  or
certified mail or with a recognized overnight mail courier upon deposit with the
United States Post Office or such overnight mail courier,  if postage is prepaid
and the mailing is properly addressed, as the case may be.


     10.  Governing  Law.  THIS  WARRANT  SHALL  BE  ENFORCED,  GOVERNED  BY AND
CONSTRUED  IN  ACCORDANCE  WITH THE LAWS OF THE STATE OF FLORIDA  APPLICABLE  TO
AGREEMENTS MADE AND TO BE PERFORMED  ENTIRELY WITHIN SUCH STATE,  WITHOUT REGARD
TO THE  PRINCIPLES OF CONFLICT OF LAWS.  THE PARTIES HERETO HEREBY SUBMIT TO THE



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<PAGE>



EXCLUSIVE  JURISDICTION  OF THE UNITED STATES  FEDERAL COURTS LOCATED IN FLORIDA
WITH RESPECT TO ANY DISPUTE ARISING UNDER THIS WARRANT,  THE AGREEMENTS  ENTERED
INTO IN CONNECTION HEREWITH OR THE TRANSACTIONS  CONTEMPLATED HEREBY OR THEREBY.
BOTH  PARTIES  IRREVOCABLY  WAIVE THE  DEFENSE OF AN  INCONVENIENT  FORUM TO THE
MAINTENANCE OF SUCH SUIT OR PROCEEDING.  BOTH PARTIES FURTHER AGREE THAT SERVICE
OF  PROCESS  UPON A PARTY  MAILED BY FIRST  CLASS  MAIL SHALL BE DEEMED IN EVERY
RESPECT  EFFECTIVE  SERVICE  OF  PROCESS  UPON THE  PARTY  IN ANY  SUCH  SUIT OR
PROCEEDING. NOTHING HEREIN SHALL AFFECT EITHER PARTY'S RIGHT TO SERVE PROCESS IN
ANY  OTHER  MANNER   PERMITTED  BY  LAW.   BOTH  PARTIES   AGREE  THAT  A  FINAL
NON-APPEALABLE  JUDGMENT IN ANY SUCH SUIT OR PROCEEDING  SHALL BE CONCLUSIVE AND
MAY BE ENFORCED IN OTHER  JURISDICTIONS BY SUIT ON SUCH JUDGMENT OR IN ANY OTHER
LAWFUL  MANNER.  THE PARTY WHICH DOES NOT PREVAIL IN ANY DISPUTE  ARISING  UNDER
THIS  WARRANT  SHALL  BE  RESPONSIBLE  FOR  ALL  FEES  AND  EXPENSES,  INCLUDING
ATTORNEYS'  FEES,  INCURRED  BY THE  PREVAILING  PARTY IN  CONNECTION  WITH SUCH
DISPUTE.

     11. Miscellaneous.

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

     (b)  Descriptive   Headings.   The  descriptive  headings  of  the  several
     paragraphs of this Warrant are inserted for purposes of reference only, and
     shall not  affect  the  meaning or  construction  of any of the  provisions
     hereof.

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







            [The remainder of this page is intentionally left blank.]













                                       10
<PAGE>



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

                                 POSEIDIS, INC.



                                  By:      /s/ Louis Pardau dit Pardo
                                     -----------------------------------------
                                        Louis Pardau dit Pardo
                                       Chief Executive Officer and President


Dated:  May 25, 2006
























                                       11
<PAGE>



                           FORM OF EXERCISE AGREEMENT



                                                        Dated: ________ __, 200_



To:      ______________________





     The  undersigned,  pursuant  to the  provisions  set  forth  in the  within
Warrant,  hereby agrees to purchase  ________  shares of Common Stock covered by
such Warrant, and makes payment herewith in full therefor at the price per share
provided by such Warrant in cash or by  certified or official  bank check in the
amount of $________.  Please issue a certificate or certificates for such shares
of Common Stock in the name of and pay any cash for any fractional share to:



                             Name:      ____________________________

                             Signature: ____________________________
                             Address:   ____________________________



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


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









                                       12
<PAGE>



                               FORM OF ASSIGNMENT





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


Name of Assignee                    Address                    No. of Shares





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



Dated:   ________ __, 200_



In the presence of:                     ______________________________

                                  Name: ______________________________


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

                               Address: _______________________________



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






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