EXHIBIT 10.13

                                     WARRANT

THE WARRANT  REPRESENTED BY THIS  CERTIFICATE  AND THE SECURITIES  ISSUABLE UPON
EXERCISE  HEREOF HAVE NOT BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"),  OR ANY STATE  SECURITIES  LAWS AND NEITHER SUCH SECURITIES
NOR ANY INTEREST THEREIN MAY BE OFFERED,  SOLD,  PLEDGED,  ASSIGNED OR OTHERWISE
TRANSFERRED  UNLESS  (1)  A  REGISTRATION  STATEMENT  WITH  RESPECT  THERETO  IS
EFFECTIVE  UNDER THE ACT AND ANY APPLICABLE  STATE  SECURITIES  LAWS, OR (2) THE
COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH  SECURITIES,  WHICH
COUNSEL  AND OPINION  ARE  REASONABLY  SATISFACTORY  TO THE  COMPANY,  THAT SUCH
SECURITIES MAY BE OFFERED, SOLD, PLEDGED,  ASSIGNED OR TRANSFERRED IN THE MANNER
CONTEMPLATED  WITHOUT  AN  EFFECTIVE  REGISTRATION  STATEMENT  UNDER  THE ACT OR
APPLICABLE STATE SECURITIES LAWS.



                         THE TRANSFER OF THIS WARRANT IS
                         RESTRICTED AS DESCRIBED HEREIN

                                SEARCHHELP, INC.

                      Warrant for the purchase of 1,725,000
                    Shares of SearchHelp, Inc. Common Stock,
                           $0.0001 par value per share


                      THIS WARRANT EXPIRES ON June 30, 2010
   (or such later expiration date as may result pursuant to Section 4 hereof)


                                                                1,725,000 Shares



               THIS CERTIFIES that, for value received,  Bioneutral Laboratories
Corporation  USA , a Delaware  corporation  ("Bioneutral"),  having a  principal
address at 12 Circle Way, Sea Cliff, NY 11579., a Delaware corporation,  with an
address  at 12  Circle  Way,  Sea  Cliff,  NY  11579  (including  any  permitted
transferee,  the  "Holder"),  is entitled to  subscribe  for and  purchase  from
SearchHelp,  Inc., a Delaware  corporation (the "Company or "SearchHelp"),  upon
the terms and conditions set forth herein, 1,725,000 shares of SearchHelp Common
Stock, par value $0.0001 per share,  (the "Shares"),  at an exercise price equal
to $.33 per Share (the  "Exercise  Price"),  at any time from the date hereof to
any time  before 5:00 P.M. on June 30,  2010,  New York,  New York time (or such
later expiration date as may result pursuant to Section 4 hereof) (the "Exercise
Period").

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          This  Warrant  (sometimes   referred  to  herein  as  the  "Bioneutral
Warrant") is issued to the Holder in connection  with the Agreement of even date
herewith by and between the Holder and the Company (the "Agreement").

1.1  Exercise  Period And Exercise Price.  This Warrant may be exercised  during
     -----------------------------------
the Exercise  Period,  as to the whole or any lesser  number of whole the Shares
(subject to the limitation  set forth in the preamble to this  Warrant),  by the
surrender of this Warrant (with the election at the end hereof duly executed) to
the Company at its office at 1055 Stewart Avenue,  Bethpage,  New York 11714, or
at such other place as is  designated  in writing by the Company,  together with
cash or a certified or bank cashier's  check payable to the order of the Company
in an amount equal to the Exercise Price  multiplied by the number of Shares for
which this Warrant is being exercised. At the option of the Holder, this Warrant
may be exercised  in whole or in part by the  delivery of a  promissory  note in
favor of the Company for the aggregate  exercise  price for the actual number of
shares for which the Warrant is then being exercised,  which note shall be "full
recourse"  to the  Holder,  shall due and  payable  thirty days from the date of
exercise  and shall be on such  other  terms and  conditions  as are  reasonably
agreed to by the Holder and the Company.

1.2  Exercise By Surrender Of Bioneutral's  Warrants.  In addition to the method
     ------------------------------------------------
of payment set forth in Section 1.1,  and in lieu of any cash  payment  required
thereunder,  the Holder(s) of Bioneutral's  Warrants shall have the right at any
time and from time to time to exercise  Bioneutral's Warrants in full or in part
by surrendering  the Warrant  Certificate in the manner specified in Section 1.1
in exchange for the number of shares of Common Stock equal to the product of (x)
the number of shares of Common Stock as to which Bioneutral's Warrants are being
exercised,  multiplied by (y) a fraction,  the numerator of which is the "Market
Price" (as defined below) of the shares of Common Stock minus the Exercise Price
of the shares of Common Stock and the  denominator  of which is the Market Price
per share of Common Stock.  Solely for the purposes of this Section 1.2,  Market
Price shall be  calculated  either (i) on the date on which the form of election
attached  hereto is deemed to have been sent to the Company  pursuant to Section
13 hereof ("Notice Date") or (ii) as the average of the Market Price for each of
the five trading days immediately preceding the Notice Date, whichever of (i) or
(ii) results in a greater Market Price.

     Without  the  written  consent of the  Company,  the  "cashless"  method of
exercise  described in this  paragraph  1.2 may not be utilized  with respect to
more the  exercise of than 33.3% of the total  number of shares of Common  Stock
that may be  acquired  (i.e.,  a maximum of 575,000  Shares,  as the same may be
adjusted pursuant to Section 6 below) pursuant to this Warrant.

1.3  Purchase Of Shares.  Upon each exercise of the Holder's  rights to purchase
     ------------------
Shares,  the  Holder  shall be deemed to be the  holder of record of the  Shares
issuable  upon such  exercise,  notwithstanding  that the transfer  books of the
Company shall then be closed or certificates  representing such Shares shall not
then have been actually  delivered to the Holder.  As soon as practicable  after
each such exercise of this Warrant,  but in no event longer than 5 days from the
date  of  exercise,  the  Company  shall  issue  and  deliver  to the  Holder  a

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certificate  or  certificates  for  the  Shares  issuable  upon  such  exercise,
registered in the name of the Holder or its designee.  If this Warrant should be
exercised in part only,  the Company  shall,  upon surrender of this Warrant for
cancellation,  execute and deliver within 5 days from the date of exercise a new
Warrant evidencing the right of the Holder to purchase the balance of the Shares
(or portions thereof) subject to purchase hereunder.

1.4  Exercise Procedure.  Any Shares of Common Stock issued upon the exercise in
     ------------------
part of this Warrant shall be numbered and shall be registered in a Common Stock
Register  as they are  issued.  The  Company  shall  be  entitled  to treat  the
registered  holder of the Shares on either  such  Register  as the owner in fact
thereof for all purposes and shall not be bound to  recognize  any  equitable or
other claim to or interest in such Shares on the part of any other  person,  and
shall  not be liable  for any  registration  or  transfer  of  Shares  which are
registered  or to be  registered  in the name of a fiduciary or the nominee of a
fiduciary  unless made with the actual  knowledge that a fiduciary or nominee is
committing a breach of trust in requesting  such  registration  or transfer,  or
with the knowledge of such facts that its  participation  therein amounts to bad
faith.

     This  Warrant  shall  be  transferable  on the  books of the  Company  upon
delivery thereof duly endorsed by the Holder or by his duly authorized  attorney
or representative, or accompanied by proper evidence of succession,  assignment,
or  authority to  transfer.  In all cases of transfer by an attorney,  executor,
administrator,  guardian,  or other  legal  representative,  duly  authenticated
evidence of his or its authority  shall be produced.  Upon any  registration  of
transfer,  the  Company  shall  deliver a new  Warrant or Warrants to the person
entitled  thereto.  This Warrant may be  exchanged,  at the option of the Holder
thereof, for another Warrant, or other Warrants of different  denominations,  of
like tenor and representing in the aggregate the right to purchase a like number
of Shares (or  portions  thereof),  upon  surrender  to the  Company or its duly
authorized  agent.  Notwithstanding  the  foregoing,  the Company  shall have no
obligation to cause Warrants to be transferred on its books to any person if, in
the  written  opinion  of  counsel  to the  Company,  a copy of  which  shall be
delivered to the Holder,  such transfer  does not comply with the  provisions of
the  Securities  Act of  1933,  as  amended  (the  "Act"),  and  the  rules  and
regulations thereunder.

1.5  Registration Rights.
     --------------------

     On or before  June 30,  2004,  SearchHelp  will  cause the Shares of Common
Stock which may be acquired  upon the exercise of the  Bioneutral  Warrant to be
registered  under the  Securities  Act  ("Registration  Statement").  SearchHelp
covenants that it shall maintain the effectiveness of the foregoing Registration
until  (x) the  closing  bid  price of the  Common  Stock,  as  reported  by the
principal  market  on which  such  Common  Stock  trades,  has been  equal to or
exceeded  $1.00 on at least ninety  percent (90%) of the trading days within any
period of six consecutive  months or (y) all of the shares registered under such

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Registration  Statement have been sold,  whichever is earlier. In the event that
the  Registration  Statement does not become effective within the following time
frames,  then the Exercise Price shall be decreased for the unexercised  portion
of the Shares as follows:

--------------------------------------------------------------------------------
REGISTRATION STATEMENT NOT EFFECTIVE:                          EXERCISE PRICE
--------------------------------------------------------------------------------

On or before September 1, 2004                                 $.32
--------------------------------------------------------------------------------

On or before October 1, 2004                                   $.31
--------------------------------------------------------------------------------

On or before November 1, 2004                                  $.30
--------------------------------------------------------------------------------

On or before December 1, 2004                                  $.28
--------------------------------------------------------------------------------

On or before January 1, 2005                                   $.27
--------------------------------------------------------------------------------

On or before February 1, 2005                                  $.23
--------------------------------------------------------------------------------

On or before March 1, 2005                                     $.21
--------------------------------------------------------------------------------

On or before April 1, 2005                                     $.19
--------------------------------------------------------------------------------

On or before May 1, 2005                                       $.17
--------------------------------------------------------------------------------

On or before June 1, 2005                                      $.15
--------------------------------------------------------------------------------

On or before July 1, 2005                                      $.13
--------------------------------------------------------------------------------

On or before August 1, 2005                                    $.11
--------------------------------------------------------------------------------

On or before September 1, 2005                                 $.09
--------------------------------------------------------------------------------

On or before October 1, 2005                                   $.07
--------------------------------------------------------------------------------

On or before November 1, 2005                                  $.05
--------------------------------------------------------------------------------

On or before December 1, 2005                                  $.03
--------------------------------------------------------------------------------

On or before January 1, 2006                                   $.01
--------------------------------------------------------------------------------

     In the  event  that the  effectiveness  of the  Registration  Statement  is
delayed in order to respond to a comment letter from the Securities and Exchange
Commission  (the  "SEC")  containing  substantive  comments  relating  solely to
Bioneutral or Bioneutral Laboratories Corporation USA, Bioneutral and SearchHelp
shall  cooperate  in the  preparation  of the  response  and the lowering of the
Exercise  Price as set forth  above  shall be delayed  for the  period  from the
receipt of such comment  letter by  SearchHelp  until all of such  comments have
been resolved to the satisfaction of the SEC.

     The expiration of the Bioneutral  Warrant shall  automatically  be extended
such that it shall not expire  until six years after the  effective  date of the
Registration Statement;  provided that such expiration shall be further extended
for an  additional  number of days equal to the actual  number of days,  if any,
after  such  effective  date,  that  Bioneutral  is not  permitted  to sell such
registered  securities  under  the  Registration   Statement  (or  a  subsequent
Registration Statement filed in replacement thereof) for any reason..


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<PAGE>
     In the event  that the  Agreement  is  terminated  pursuant  to  Section 6A
thereof,  the foregoing  registration  rights  provisions shall be of no further
force and effect;  provided  that the Exercise  Price for the shares that may be
acquired  pursuant to the Bioneutral  Warrant shall remain fixed at the price in
effect at the time of such termination,  as determined by the schedule set forth
above.

1.6  Reservation of Common Stock.
     ---------------------------

     The Company shall at all times reserve and keep  available,  solely for the
purpose of  providing  for the  exercise  of the rights to  purchase  all Shares
granted  pursuant to this  Warrant,  such  number of shares of Common  Stock and
other stock,  securities and property as from time to time are  receivable  upon
exercise of this Warrant.  The Company  covenants that all Shares  issuable upon
exercise of this Warrant, upon receipt by the Company of the full Exercise Price
therefor,  shall be  validly  issued,  fully  paid,  nonassessable,  and free of
preemptive rights.

1.7  Notice of Adjustments.
     ---------------------

     The Exercise  Price and the number of Shares  subject to this Warrant shall
be subject to adjustment from time to time as follows:

          (i)  Subdivision Or  Combination Of Stock.  (i) If at any time or from
               ------------------------------------
time to time  following  the date of issuance of this Warrant the Company  shall
subdivide its  outstanding  shares of Common Stock,  the Exercise Price for this
Warrant in effect immediately prior to such subdivision shall be proportionately
reduced,  and conversely,  in case the outstanding shares of Common Stock of the
Company shall be combined into a smaller number of shares, the Exercise Price in
effect immediately prior to such combination shall be proportionately increased.

          (ii) Upon each  adjustment of the Exercise Price as provided in (a)(i)
above,  the Holder shall  thereafter  be entitled to  purchase,  at the Exercise
Price  resulting  from  such  adjustment,  the  number  of  Shares  obtained  by
multiplying the Exercise Price in effect immediately prior to such adjustment by
the  number of Shares  purchasable  pursuant  hereto  immediately  prior to such
adjustment and dividing the product thereof by the Exercise Price resulting from
such adjustment.

1.8  Adjustment  For Stock  Dividends.  If and  whenever at any time the Company
     --------------------------------
shall declare a dividend or make any other distribution upon any class or series
of  stock of the  Company  payable  in  shares  of  Common  Stock or  securities
convertible  into shares of Common Stock,  the Exercise  Price and the number of
Shares to be obtained  upon  exercise of this Warrant  shall be  proportionately
adjusted to reflect the  issuance of any shares of Common  Stock or  convertible
securities,  as the  case  may be,  issuable  in  payment  of such  dividend  or
distribution.

1.9  Reorganization,  Reclassification,  Consolidation,  Merger Or Sale.  If any
     ------------------------------------------------------------------
capital reorganization of the capital stock of the Company, or any consolidation
or  merger  of the  Company  with  another  corporation,  or the  sale of all or
substantially all of its assets to another corporation shall be effected in such
a way  that  holders  of  Common  Stock  shall be  entitled  to  receive  stock,
securities,  or  other  assets  or  property,  then,  as  a  condition  of  such
reorganization,  reclassification,  consolidation,  merger or sale,  lawful  and
adequate  provisions  shall be made whereby the Holder  hereof shall  thereafter

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<PAGE>
have the  right to  purchase  and  receive  (in lieu of the  Shares  immediately
theretofore  purchasable as part of the Warrant and receivable upon the exercise
of the rights  represented  hereby)  such shares of stock,  securities  or other
assets or  property as may be issued or payable  with  respect to or in exchange
for a number of outstanding shares of Common Stock equal to the number of shares
of such  stock  immediately  theretofore  purchasable  and  receivable  upon the
exercise of the rights  represented  hereby and the terms of the Future Warrants
shall also be  adjusted  accordingly.  In any  reorganization  described  above,
appropriate  provision shall be made with respect to the rights and interests of
the Holder of this  Warrant to the end that the  provisions  hereof  (including,
without limitation,  provisions for adjustments of the Exercise Price and of the
number of Shares  purchasable  and receivable upon the exercise of this Warrant)
shall  thereafter be applicable,  as nearly as may be, in relation to any shares
of stock,  securities or assets thereafter deliverable upon the exercise hereof.
The Company will not effect any such consolidation, merger or sale unless, prior
to the  consummation  thereof,  the  successor  corporation  (if other  than the
Company)  resulting from such  consolidation or the corporation  purchasing such
assets shall assume by written  instrument,  executed and mailed or delivered to
the registered Holder hereof at the last address of such Holder appearing on the
books of the Company,  the  obligation  to deliver to such Holder such shares of
stock,  securities  or assets as, in accordance  with the foregoing  provisions,
such Holder may be entitled to purchase.

1.10 Minimal  Adjustments.  No  adjustment  in the number of Shares  purchasable
     --------------------
hereunder or the Exercise Price thereof shall be required unless such adjustment
would require an increase or decrease of at least one percent (1%) in the number
of Shares purchasable upon the exercise of each Bioneutral Warrant (the "Warrant
Adjustment Threshold Amount");  provided, however, that any adjustments which by
reason of this  paragraph  are not required to be made shall be carried  forward
and taken into account in any subsequent  adjustment.  All calculations shall be
made to the nearest one thousandth of a share.  Any  adjustment  less than these
amounts  which is not made shall be carried  forward and shall be made  together
with any subsequent  adjustments,  at the time when (i) the aggregate  amount of
all such  adjustments  is equal to at least the Adjustment  Threshold  Amount or
(ii) this Warrant is exercised.

1.11 Certificate  of  Adjustments.  Upon the  occurrence  of each  adjustment or
     ----------------------------
readjustment  of the Exercise Price pursuant to this Section 6, the Company,  at
its  expense,   shall  promptly  compute  such  adjustment  or  readjustment  in
accordance  with the terms  hereof  and  prepare  and  furnish  to the  Holder a
certificate  setting forth such adjustment or readjustment and showing in detail
the facts upon which such  adjustment  or  readjustment  is based.  The  Company
shall,  upon written  request at any time of the Holder,  furnish or cause to be
furnished to the Holder a like  certificate  setting forth (i) such  adjustments
and  readjustments,  (ii) the then effective Exercise Price and number of shares
of Common Stock subject to this Warrant,  and (iii) the then effective amount of
securities  (other than the shares of Common Stock) and other property,  if any,
which would be received upon exercise of this Warrant.

     7.  Expenses.  The  issuance  of any  Shares or other  securities  upon the
         --------
exercise of this Warrant,  and the delivery of certificates or other instruments
representing  such  warrant  units or other  securities,  shall be made  without
charge to the  Holder for any tax or other  charge in respect of such  issuance.
The Company shall not, however,  be required to pay any tax which may be payable
in respect of any transfer involved in the issue and delivery of any certificate

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in a name other than that of the Holder and the Company shall not be required to
issue or  deliver  any such  certificate  unless and until the person or persons
requesting  the issue  thereof shall have paid to the Company the amount of such
tax or shall have  established to the  satisfaction of the Company that such tax
has been paid.

     8.  Restriction  On Transfer  of  Bioneutral's  Warrants.  The Holder of an
         ----------------------------------------------------
Bioneutral Warrant Certificate,  by its acceptance thereof, covenants and agrees
that such Bioneutral Warrants are being acquired as an investment and not with a
view to the distribution  thereof,  and that such Bioneutral Warrants may not in
any event be sold, transferred, assigned, hypothecated or otherwise disposed of,
in whole or in part,  except in compliance with the Act and any applicable state
securities laws, or a valid exemption therefrom.

     9. Loss of Warrant. Upon receipt of evidence satisfactory to the Company of
        ---------------
the loss, theft, destruction,  or mutilation of this Warrant (and upon surrender
of any Warrant if  mutilated),  including  an  affidavit of the Holder that this
Warrant  has  been  lost,  stolen,  destroyed  or  mutilated,  together  with an
indemnity  against any claim that may be made  against the Company on account of
such lost, stolen, destroyed or mutilated Warrant, and upon reimbursement of the
Company's reasonable incidental expenses,  the Company shall execute and deliver
to the Holder a new Warrant of like date, tenor, and denomination.

     10. No Stockholder Rights. The Holder of this Warrant shall not have solely
         ---------------------
on account of such status, any rights of a stockholder of the Company, either at
law or in equity,  or to any notice of meetings of  stockholders or of any other
proceedings of the Company, except as provided in this Warrant.

     11.  Governing Law. This Warrant shall be construed in accordance  with the
          -------------
laws of the State of New York applicable to contracts made and performed  within
such State, without giving effect to conflicts of law principles.

     12.  Consent to  Jurisdictions.  The  Company  irrevocably  consents to the
          -------------------------
jurisdiction  of the  courts of the State of New York and of any  federal  court
located in such State in connection with any action or proceeding arising out of
or relating to this Warrant,  any document or instrument  delivered pursuant to,
in connection  with or  simultaneously  with this  Warrant,  or a breach of this
Warrant or any such document or  instrument.  In any such action or  proceeding,
the Company waives personal  service of any summons,  complaint or other process
and agrees  that  service  thereof  may be made in  accordance  with  Section 13
hereof. Within thirty (30) days after such service, or such other time as may be
mutually  agreed upon in writing by the attorneys for the parties to such action
or  proceeding,  the Company shall appear to answer such  summons,  complaint or
other process.

     13. Notices. Any notice or other communication  required or permitted to be
         -------
given  hereunder  shall be in  writing  and shall be mailed by  certified  mail,
return  receipt  requested,  or by  Federal  Express,  Express  Mail or  similar
overnight  delivery or courier  service or delivered  (in person or by telecopy,
telex or similar  telecommunications  equipment) against receipt to the party to
whom it is to be given,  (i) if to the  Company,  at its address at 1055 Stewart
Avenue, Bethpage, New York 11714, Attention:  President,  (ii) if to the Holder,
at its address set forth on the first page hereof,  or (iii) in either case,  to

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such other  address as the party shall have  furnished in writing in  accordance
with the  provisions of this Section 13. Notice to the estate of any party shall
be  sufficient  if  addressed  to the party as provided in this  Section 13. Any
notice or other  communication  given by certified mail shall be deemed given at
the time of  certification  thereof,  except  for a notice  changing  a  party's
address which shall be deemed given at the time of receipt  thereof.  Any notice
given by other means  permitted  by this Section 13 shall be deemed given at the
time of receipt thereof.

     14.  Waiver.  No course of dealing  and no delay or omission on the part of
          ------
the Holder in exercising  any right or remedy shall operate as a waiver  thereof
or otherwise prejudice the Holder's rights,  powers or remedies. No right, power
or remedy  conferred  by this  Warrant upon the Holder shall be exclusive of any
other right, power or remedy referred to herein or now or hereafter available at
law, in equity, by statute or otherwise,  and all such remedies may be exercised
singly or concurrently.

     15.  Amendment.  This Warrant may be amended  only by a written  instrument
          ---------
executed by the Company and the Holder hereof.  Any amendment  shall be endorsed
upon this Warrant, and all future Holders shall be bound thereby.

     16.  Captions.  Paragraph  captions  contained in this Warrant are inserted
          --------
only as a matter of convenience and for reference and in no way define, limit or
extend or  describe  the scope of this  Warrant or the  intent of any  provision
hereof.


Dated: February 3, 2004
                                         SEARCHHELP, INC.

                                         By:
                                             ------------------------------
                                             Name: William Bozsnyak
                                             Title: Chief Executive Officer,
                                                    Chief Financial Officer,
                                                    Vice President and Treasurer

[Seal]

-------------------------------
Debbie Seaman, Secretary

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<PAGE>

                               FORM OF ASSIGNMENT
(To be executed by the registered holder if such holder desires to transfer the
attached Warrant.)


     FOR VALUE  RECEIVED,  ______________________  hereby  sells,  assigns,  and

transfers unto ________________ a Warrant to purchase 1,725,000 Shares of Common

Stock,  $0.0001  par value per  share,  of  SearchHelp,  Inc.  (the  "Company"),

together  with  all  right,  title,  and  interest  therein,   and  does  hereby

irrevocably  constitute and appoint  _________  ___________________  attorney to

transfer  such  Warrant  on the  books  of  the  Company,  with  full  power  of

substitution.

Dated:
      ------------------------

                                        Signature -------------------------


                                        -----------------------------------
                                        Signature Guarantee




                                     NOTICE

     The signature on the foregoing  Assignment  must  correspond to the name as

written upon the face of this Warrant in every particular, without alteration or

enlargement or any change whatsoever.

                                       103
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To:      SearchHelp, Inc.
         1055 Stewart Avenue
         Bethpage, New York  11714

                              ELECTION TO EXERCISE

     The undersigned  hereby  exercises his or its rights to purchase  _________
Shares covered by the within Warrant and tenders payment  herewith in the amount
of $  ___________  in  accordance  with the terms  thereof,  and  requests  that
certificates for such securities be issued in the name of, and delivered to:

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

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

                                     - OR -

The undersigned  hereby elects irrevocably to exercise the within Warrant and to
purchase  ___________  shares of Common Stock of  SearchHelp by surrender of the
unexercised  portion  of the  within  Warrant  Certificate  (with a  "Value"  of
$______________  based on a "Market Price" of $___________ as computed  pursuant
to  the  Warrant).  Please  issue  the  Common  Stock  in  accordance  with  the
instructions  given  below and,  if such  number of Shares  shall not be all the
Shares covered by the within Warrant,  that a new Warrant for the balance of the
Shares covered by the within Warrant be registered in the name of, and delivered
to, the undersigned at the address stated below.

(Print Name, Address and Social Security
or Tax Identification Number)

Dated:
      -------------------

                                              Name:
                                                   -----------------------------
                                                                 (Print)

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



                                                   -----------------------------
                                                   (Signature)



                                                   -----------------------------
                                                   (Signature Guarantee)




                                                   -----------------------------
                                                   (Signature Guarantee)

                                       104