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                                                                   Exhibit 10.15

PHIL1: 505408-1
THIS  STOCK  PURCHASE  WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS
STOCK  PURCHASE  WARRANT  HAVE  NOT  BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933,  AS  AMENDED  (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS AND MAY
NOT  BE  TRANSFERRED  IN  THE  ABSENCE  OF  SUCH  REGISTRATION  OR  AN EXEMPTION
THEREFROM.  THIS  STOCK  PURCHASE WARRANT AND SUCH SECURITIES MAY BE TRANSFERRED
ONLY IN COMPLIANCE WITH THE CONDITIONS SPECIFIED IN THIS STOCK PURCHASE WARRANT.

                                                               November 1, 2002

                                US PATRIOT, INC.
                             STOCK PURCHASE WARRANT

     US  Patriot,  Inc., a South Carolina corporation (the "Company"), for value
received,  hereby  certifies  that  Frank  Eiffe  or his registered assigns (the
"Holder"), is entitled to purchase from the Company, at any time or from time to
time during the period specified in Section 2 hereof, Thirty-Three Thousand Four
                                    ---------
Hundred (33,400) fully paid and nonassessable shares of com-mon stock, par value
$.0001  per  share,  of  the  Company (the "Common Stock"), at an exercise price
equal  to  $1.50  per  share,  subject  to  adjustment  hereunder (the "Exercise
Price"),  and  subject  to  the  other  terms  herein.  As used herein, the term
"Warrant Shares" means the shares of Common Stock issuable upon exercise of this
Stock  Purchase  Warrant  (the  "Warrant").

     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 of the Company
as  it  may  designate  by notice to the Holder hereof), and upon payment to the
Company  in cash, by certified or offi-cial bank check or by wire transfer to an
account  specified  by  the Company of the Exercise Price for the Warrant Shares
specified  in  the Exercise Agreement.  The Warrant Shares so purchased shall be
deemed  to  be  issued  to  the  Holder hereof or such Holder`s designee, as the
record  owner  of  such shares, as of the close of business on the date on which
this Warrant shall have been surrendered, the completed Exercise Agreement shall
have  been  deliv-ered,  and payment shall have been made for such shares as set
forth above. Certifi-cates for the Warrant Shares so purchased, representing the
aggregate  number  of  shares  specified  in  the  Exercise  Agreement, shall be
delivered  to  the  Holder  hereof  within five business days after this Warrant
shall have been so exercised and surrendered to the Company. The certificates so
delivered  shall  be in such denominations as may be reasonably requested by the
Holder  hereof  and shall be registered in the name of such Holder or such other
name  as  such  Holder may designate subject to the transfer restrictions herein
and  upon  payment by such holder of any applicable transfer taxes. In the event
this  Warrant is exercised in part, the Company shall also deliver a new Warrant
to  the  Holder hereof, which Warrant shall be identical to this Warrant, except
that the number of Warrant Shares exercisable therefor shall be decreased by the
number  of  Warrant  Shares  so  purchased.

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     2. Period of Exercise. This Warrant is exercisable at any time or from time
        ------------------
to  time  on or after the date first listed above, and before 5:00 p.m., eastern
time  on  the  fifth  anniversary  of  the  date hereof (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 shall, 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 suf-ficient number of shares of Common Stock to
provide  for  the  exercise  of  this  Warrant.

          (c) Certain Actions Prohibited. The Company shall not, by amendment of
              --------------------------
its  certificate  of  incorporation or through any re-organi-zation, transfer of
assets, consolidation, mer-ger, dissolution, issue or sale of securities, or any
other  voluntary action, avoid or seek to avoid the observance or performance of
any  of  the terms to be observed or performed by it hereunder, but shall at all
times  in  good  faith  assist in the carrying out of all the provisions of this
Warrant  and  in the taking of all such action as may reasonably be requested by
the  holder  of  this  Warrant in order to protect the exercise privilege of the
Holder of this Warrant against impairment, consistent with the tenor and purpose
of  this Warrant. Without limiting the general-ity of the foregoing, the Company
shall take all such actions as may be necessary or appropriate in order that the
Company  may  validly  and  legally issue fully paid and nonassessable shares of
Common  Stock  upon  the  exercise  of  this  Warrant.

          (d)  Successors  and  Assigns.  This Warrant shall be binding upon any
               -------------------------
entity succeeding to the Company by merger, consolidation, or acquisition of all
or  sub-stantially  all  the  Company`s  assets.

     4.  No  Rights as a Stockholder. Prior to the exercise of this Warrant, the
         ----------------------------
Holder  hereof, as such, shall not be entitled to any rights of a stockholder of
the  Company,  including,  without limitation, the right to vote, to consent, to
exercise any preemptive right, to receive any notice of meetings of stockholders
     for  the  election  of  directors  of the Company or any other matter or to
receive  any  notice  of  any  proceedings  of  the  Company,  except  as may be
specifically  provided  for  herein.

     5.  Piggyback  Registration.
         -----------------------

          (a)  If  (but without any obligation to do so) the Company proposes to
register any of its securities under the Securities Act by registration on Forms
S-1, S-2 or S-3 or any successor or similar form(s), whether or not for sale for
its  own account, it shall give each Holder written notice of such registration.
Upon  the  written  request  of  any  Holder given within twenty (20) days after
mailing  of  such  notice  by  the  Company,  the  Company shall, subject to the
provisions  of  Section  5(b),  cause to be registered under the Securities Act,
                ------------
and  to  be  included in such offering, all of the shares of common stock issued
upon  the  exercise of this Warrant that each such Holder has requested to be so
registered.

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          (b)  In  a  registration  pursuant  to  this  Section  5  involving an
                                                        ---------
underwritten  offering,  whether or not for sale for the account of the Company,
if  the  managing  underwriter  of  such  underwritten offering shall inform the
Company  by  letter  of  its  belief  that the number of securities requested by
security  holders  to  be  included  in  such  registration  would substantially
interfere  with  the underwriter`s ability to effect such offering in accordance
with  the  intended method thereof, then the Company may, upon written notice to
all  holders  of such securities to be registered, reduce pro rata the number of
securities  requested  to  be  registered  by  the  holders  of  the registrable
securities of the Company so that the aggregate number of securities included in
such  registration  shall  be  equal  to the number of securities stated in such
managing  underwriter`s  letter.

     6.  Transfer,  Exchange,  and  Replacement  of  Warrant.
         ---------------------------------------------------

          (a) Restriction on Transfer. The Holder of this Warrant (including any
              -----------------------
replacement  Warrant)  acknowledges that this Warrant and any Warrant Shares may
not  be  sold,  transferred,  assigned  or  otherwise  disposed  of  unless such
securities  have  been  registered  under the  Securities Act and all applicable
state  securities laws or are being sold, transferred or assigned pursuant to an
applicable  exemption  under  the  Securities Act and the Holder of this Warrant
shall  have  delivered  an  opinion  of  counsel  to the Company stating that an
exemption from such registration or qualification is available (such opinion and
such  counsel  to  be acceptable to the Company), except for (i) the exercise of
this  Warrant  in accordance with its terms, (ii) pledges to bona fide financial
institutions  to  secure  the  repayment  of  indebtedness  and (iii) in case of
natural  persons, transfers to immediate family members or a trust or trusts for
the  benefit  of such family members for estate planning purposes. The Holder of
this  Warrant  and  each  such  permitted  transferee  shall (i) be bound by the
transfer restrictions contained herein, and (ii) execute, prior to any transfer,
such  documents  as  the  Company  may reasonably request to evidence and affirm
their  obligations  hereunder.  The  Warrant  Shares  shall  be  issued  with  a
restrictive  legend  setting  forth  the  above  restrictions  on  transfer.

          (b)  Replacement  of  Warrant.  Upon  receipt  of evi-dence reasonably
               ------------------------
satisfactory  to  the  Company of the loss, theft, destruction, or mutilation of
this  Warrant  and,  in  the case of any such loss, theft, or destruc-tion, upon
delivery  of  an indemnity agreement reason-ably satisfactory in form and amount
to  the  Company,  or,  in  the  case of any such mutilation, upon surrender and
cancellation  of  this  Warrant,  the Company, at its expense, shall execute and
deliver,  in  lieu  thereof,  a  new  Warrant  of  like  tenor.

          (c)  Cancellation;  Payment  of  Expenses.  Upon the surrender of this
               -------------------------------------
Warrant  in  connection  with  any  trans-fer or replacement as provided in this
Section  6,  this Warrant shall be promptly canceled by the Company. The Company
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shall  pay  all  taxes  and  all  other  reasonable  expenses  (other than legal
expenses,  if any, incurred by the Holder or transferees) and charges payable in
connection with the preparation, execution, and delivery of Warrants pursuant to
this  Section  6.
                                                                      ---------
          (d)  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, address and social security number of the person in whose
name this Warrant has been issued, as well as the name, address and social

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security number of each transferee and each prior owner of this Warrant.

     7.  Notices.  All  notices, requests, and other com-munications required or
         -------
permitted  to  be  given  or  delivered here-under 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 such Holder shall have
furnished  to  the  Company.  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 per-sonal-ly delivered, or shall be sent by certified
or  registered mail or by recognized overnight mail courier, postage prepaid and
addressed,  to U.S. Patriot, Inc., 101 Charles Drive, Bryn Mawr, PA 19010, or to
such  other  address  as  the Company shall have furnished to the Holder of this
Warrant.  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  at  the   address specified in this Section 7 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,
postage  prepaid  and  properly  addressed.

     8.  Governing  Law.  THIS  WARRANT  SHALL  BE GOVERNED BY AND CONSTRUED AND
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ENFORCED  IN  ACCORDANCE  WITH  THE  INTERNAL  LAWS  OF  THE  COMMONWEALTH  OF
PENNSYLVANIA WITHOUT REGARD TO ITS OR ANY OTHER JURISDICTION`S CONFLICTS OF LAW.

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

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

          (b)  Headings.  The  head-ings  of the sections and paragraphs of this
               --------
Warrant  are  -for  reference purposes only, and shall not affect the meaning or
construction  of  any  of  the  provi-sions  hereof.




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<PAGE>



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

                                U.S. Patriot, Inc.





By: /s/ Christopher Schwartz
    ------------------------
     Christopher Schwartz
     President


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<PAGE>


                           FORM OF EXERCISE AGREEMENT
                                                         Dated:  ________, ____.


To:_____________________________

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


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

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


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



<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  below  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:  _____________________,  ____,



                                                  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.


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