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                                                                   Exhibit 10.17

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.

                                                               December 12, 2002

                       TRIMEDIA ENTERTAINMENT GROUP, INC.
                             STOCK PURCHASE WARRANT

     TriMedia Entertainment Group, Inc., a Delaware corporation (the "Company"),
for  value received, hereby certifies that BKB Boston K. Burg Management GmbH 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,  Fifty  Thousand  (50,000) 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 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  Registrations.
          ------------------------
     (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.

                                        2
<PAGE>
     (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
security number of each transferee and each prior owner of this Warrant.


                                        3
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     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,  request  sand  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 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
      --------------
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.



                                      4
<PAGE>

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

                              TriMedia  Entertainment  Group,  Inc.



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








                                      5

<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  payment  herewith in full therefor and 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  of  the
                                     face  of  the  within  Warrant.









                                     6
<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.









                                       7


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