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                                                                  Exhibit 10.16

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 Dr.  Wolfgang  Moelzer 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,  Sixty-Six
Thousand  Six Hundred  (66,600)  fully paid and  nonassessable  shares of common
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 official  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  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 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 sufficient 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  reorganization,
transfer  of  assets,  consolidation,  merger,  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 generality 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 substantially 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  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,  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  transfer  or  replacement  as provided in this
Section 6, this Warrant shall be promptly  canceled by the Company.  The Company
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


                                    3
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security number of each transferee and each prior owner of this Warrant.

         7. 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 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
personally  delivered,  or shall be sent by certified or  registered  mail or by
recognized overnight mail courier, postage prepaid and addressed, to US 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
             --------------
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 headings 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 provisions hereof.





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

                                        US Patriot, Inc.




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


                                       5

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                           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 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.




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                               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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