EXHIBIT 10.12

                                     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 575,000
                    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)


                                                                  575,000 Shares


               THIS CERTIFIES that, for value received, Environmental Commercial
Technology Corp., a Delaware corporation ("ETS"),  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,  575,000  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 "ETS  Warrant") is
issued to the Holder in connection  with the  Participation  Agreement  dated 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 ETS'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 ETS's Warrants shall have the right at any
time and from  time to time to  exercise  ETS'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  ETS'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 the
exercise of more than 33.3% of the total  number of shares of Common  Stock that
may be acquired (i.e., a maximum of 191,666 Shares,  as the same may be adjusted
pursuant to Section 6 below) pursuant to this Warrant.

         2.     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
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

                                       86
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Warrant evidencing the right of the Holder to purchase the balance of the Shares
(or portions thereof) subject to purchase hereunder.

         3.      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.

         4.      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  ETS  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
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
--------------------------------------------------------------------------------

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

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 ETS or
Bioneutral  Laboratories  Corporation USA, ETS 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 ETS 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 ETS 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 ETS Warrant  shall remain fixed at the price in effect
at the time of such termination, as determined by the schedule set forth above.

         5.     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.

         6.     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:

                (a)     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.

                (b)     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.

                (c)     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.

                (d)     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 ETS
(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.

                (e)     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 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

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<PAGE>
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 ETS's Warrants.  The Holder of an ETS
                -----------------------------------------
Warrant Certificate,  by its acceptance thereof,  covenants and agrees that such
ETS  Warrants  are being  acquired as an  investment  and not with a view to the
distribution  thereof,  and that such ETS 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 575,000
                            ---------------
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.


                                       93
<PAGE>
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)


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