Exhibit 10.5

THIS WARRANT AND THE COMMON  SHARES  ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE
NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED.  THIS WARRANT
AND THE COMMON  SHARES  ISSUABLE  UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD,
OFFERED  FOR SALE,  PLEDGED  OR  HYPOTHECATED  IN THE  ABSENCE  OF AN  EFFECTIVE
REGISTRATION  STATEMENT  AS TO THIS  WARRANT  UNDER  SAID ACT OR AN  OPINION  OF
COUNSEL REASONABLY  SATISFACTORY TO SBS INTERACTIVE,  CO. THAT SUCH REGISTRATION
IS NOT REQUIRED.


                    Right to Purchase  [400,000]  Shares of Common  Stock of SBS
                    Interactive, Co. (subject to adjustment as provided herein)

                          COMMON STOCK PURCHASE WARRANT

No. ________                                         Issue Date:  ______________

      SBS INTERACTIVE,  CO., a corporation organized under the laws of the State
of Florida,  hereby certifies that, for value received,  Arthur Cohn, or assigns
(the "Holder"),  is entitled,  subject to the terms set forth below, to purchase
from the Company  from and after the Issue Date of this  Warrant and at any time
or from time to time before 5:00 p.m.,  New York time,  through  three (3) years
after  such  date  (the  "Expiration  Date"),  up to  [400,000]  fully  paid and
nonassessable  shares of Common Stock,  $0.001 par value, of the Company, at the
Exercise  Price (as defined  below).  The number and character of such shares of
Common  Stock and the  Exercise  Price are  subject to  adjustment  as  provided
herein.

      As used herein the following terms, unless the context otherwise requires,
have the following respective meanings:

      (a)  The  term  "Company"  shall  include  SBS  Interactive,  Co.  and any
corporation  which shall succeed or assume the  obligations of SBS  Interactive,
Co. hereunder.

      (b) The term "Common  Stock"  includes  (x) the  Company's  Common  Stock,
$0.001 par value per share, and (y) any other securities into which or for which
any of the securities described in (x) may be converted or exchanged pursuant to
a plan of recapitalization, reorganization, merger, sale of assets or otherwise.

      (c) The term  "Other  Securities"  refers to any stock  (other than Common
Stock) and other  securities  of the Company or any other person  (corporate  or
otherwise)  which the holder of the  Warrant at any time  shall be  entitled  to
receive,  or shall have received,  on the exercise of the Warrant, in lieu of or
in  addition  to Common  Stock,  or which at any time shall be issuable or shall
have been  issued in exchange  for or in  replacement  of Common  Stock or Other
Securities pursuant to Section 3 or otherwise.

<PAGE>

      (d) The term "Exercise  Price" shall be as follows,  subject to adjustment
pursuant to Section 4:

      (i) [200,000] shares at $1.00; and (ii) [200,000] shares at $1.25

      1. Exercise of Warrant.

            1.1.  Number of Shares  Issuable upon  Exercise.  From and after the
date hereof  through and  including  the  Expiration  Date,  the Holder shall be
entitled to receive,  upon exercise of this Warrant in whole or in part,  shares
of Common Stock of the Company,  subject to adjustment pursuant to Section 4, by
delivery of an original or fax copy of the exercise  notice  attached  hereto as
Exhibit A (the  "Exercise  Notice")  along with  payment  to the  Company of the
Exercise Price.

         2.       Procedure for Exercise.

            2.1 Delivery of Stock  Certificates,  etc. on Exercise.  The Company
agrees that the shares of Common Stock  purchased  upon exercise of this Warrant
shall be deemed to be issued to the Holder as the record owner of such shares as
of the close of  business  on the date on which  both the  Exercise  Notice  and
payment  have  been  made for such  shares.  As soon as  practicable  after  the
exercise of this Warrant in full or in part,  and in any event within 3 business
days thereafter,  the Company at its expense (including the payment by it of any
applicable  issue taxes) will cause to be issued in the name of and delivered to
the Holder,  or as such Holder  (upon  payment by such Holder of any  applicable
transfer  taxes) may direct in compliance  with  applicable  securities  laws, a
certificate or  certificates  for the number of duly and validly  issued,  fully
paid and  nonassessable  shares of Common Stock (or Other  Securities)  to which
such Holder shall be entitled on such exercise.

            2.2. Exercise.

      Payment may be made either in cash or by certified or official  bank check
payable to the order of the Company equal to the applicable  aggregate  Exercise
Price for the number of Common  Shares  specified in such form (as such exercise
number shall be adjusted to reflect any adjustment in the total number of shares
of Common  Stock  issuable to the Holder per the terms of this  Warrant) and the
Holder  shall  thereupon  be entitled to receive the number of duly  authorized,
validly issued,  fully-paid and non-assessable  shares of Common Stock (or Other
Securities) determined as provided herein.

            3. Adjustment for Reorganization, Consolidation, Merger, etc.

            3.1. Reorganization, Consolidation, Merger, etc. In case at any time
or from  time to time,  the  Company  shall  (a)  effect a  reorganization,  (b)
consolidate  with or merge into any other person or entity,  or (c) transfer all
or  substantially  all of its properties or assets to any other person or entity
under any plan or  arrangement  contemplating  the  dissolution  of the Company,
then,  in  each  such  case,  as a  condition  to  the  consummation  of  such a
transaction,  proper and adequate provision shall be made by the Company whereby
the Holder of this Warrant,  on the exercise  hereof as provided in Section 1 at
any time after the consummation of such reorganization,  consolidation or merger
or the effective date of such dissolution, as the case may be, shall receive, in
lieu of the Common Stock (or Other  Securities)  issuable on such exercise prior
to such  consummation or such effective date, the stock and other securities and
property  (including  cash) to which such Holder would have been  entitled  upon
such consummation or in connection with such dissolution, as the case may be, if
such Holder had so  exercised  this  Warrant,  immediately  prior  thereto,  all
subject to further adjustment thereafter as provided in Section 4.


                                      -2-
<PAGE>

            3.2.  Dissolution.  In the event of any  dissolution  of the Company
following the transfer of all or substantially  all of its properties or assets,
the Company, prior to such dissolution, shall at its expense deliver or cause to
be delivered the stock and other securities and property  (including cash, where
applicable)  receivable by the Holder of the Warrant after the effective date of
such  dissolution  pursuant to Section 3.1 to a bank or trust company having its
principal  office  in New York,  New  York,  as  trustee  for the  Holder of the
Warrant.

            3.3. Continuation of Terms. Upon any reorganization,  consolidation,
merger or transfer (and any dissolution  following any transfer)  referred to in
this  Section 3, this  Warrant  shall  continue in full force and effect and the
terms hereof shall be applicable to the shares of stock and other securities and
property  receivable on the exercise of this Warrant after the  consummation  of
such   reorganization,   consolidation  or  merger  or  the  effective  date  of
dissolution  following  any such  transfer,  as the case  may be,  and  shall be
binding upon the issuer of any such stock or other securities, including, in the
case of any such transfer,  the person acquiring all or substantially all of the
properties  or assets of the  Company,  whether  or not such  person  shall have
expressly  assumed  the terms of this  Warrant as  provided in Section 3. In the
event  this  Warrant  does not  continue  in full  force  and  effect  after the
consummation of the transactions  described in this Section 3, then only in such
event  will  the  Company's  securities  and  property  (including  cash,  where
applicable) receivable by the holders of the Warrant be delivered to the Trustee
as contemplated by Section 3.2.

      4. Adjustments for Stock Splits, Combinations,  etc. In the event that the
Company shall (a) issue  additional  shares of the Common Stock as a dividend or
other  distribution on outstanding  Common Stock,  (b) subdivide its outstanding
shares of Common  Stock,  or (c)  combine its  outstanding  shares of the Common
Stock into a smaller  number of shares of the Common  Stock,  then, in each such
event,  the Exercise  Price  shall,  simultaneously  with the  happening of such
event,  be adjusted by multiplying  the then Exercise  Price by a fraction,  the
numerator  of which  shall be the number of shares of Common  Stock  outstanding
immediately prior to such event and the denominator of which shall be the number
of shares of Common  Stock  outstanding  immediately  after such event,  and the
product so obtained shall  thereafter be the Exercise Price then in effect.  The
Exercise Price, as so adjusted,  shall be readjusted in the same manner upon the
happening of any successive  event or events described herein in this Section 4.
The  number of shares of Common  Stock  that the  holder of this  Warrant  shall
thereafter,  on the  exercise  hereof as  provided  in Section 1, be entitled to
receive shall be increased to a number  determined by multiplying  the number of
shares of Common  Stock that would  otherwise  (but for the  provisions  of this
Section 4) be issuable on such exercise by a fraction of which (a) the numerator
is the  Exercise  Price that would  otherwise  (but for the  provisions  of this
Section 4) be in effect, and (b) the denominator is the Exercise Price in effect
on the date of such exercise.


                                      -3-
<PAGE>

      5.  Certificate  as to  Adjustments.  In each  case of any  adjustment  or
readjustment in the shares of Common Stock (or Other Securities) issuable on the
exercise of the  Warrant,  the Company at its expense  will  promptly  cause its
Chief Financial Officer or other appropriate designee to compute such adjustment
or  readjustment  in  accordance  with the terms of the  Warrant  and  prepare a
certificate  setting forth such adjustment or readjustment and showing in detail
the facts upon which such  adjustment  or  readjustment  is based,  including  a
statement of (a) the consideration received or receivable by the Company for any
additional shares of Common Stock (or Other Securities) issued or sold or deemed
to have been issued or sold,  (b) the number of shares of Common Stock (or Other
Securities) outstanding or deemed to be outstanding,  and (c) the Exercise Price
and the number of shares of Common  Stock to be received  upon  exercise of this
Warrant,  in effect  immediately prior to such adjustment or readjustment and as
adjusted or readjusted as provided in this Warrant.  The Company will  forthwith
mail a copy of each  such  certificate  to the  holder  of the  Warrant  and any
Warrant agent of the Company (appointed pursuant to Section 11 hereof).

      6. Reservation of Stock Issuable on Exercise of Warrant.  The Company will
at all times reserve and keep available, solely for issuance and delivery on the
exercise of the Warrant,  shares of Common Stock (or Other Securities) from time
to time issuable on the exercise of the Warrant.

      7. Assignment;  Exchange of Warrant. Subject to compliance with applicable
securities  laws,  this  Warrant,  and  the  rights  evidenced  hereby,  may  be
transferred by any registered holder hereof (a "Transferor") with respect to any
or all of the shares  underlying this Warrant.  On the surrender for exchange of
this  Warrant,  with  the  Transferor's  endorsement  in the form of  Exhibit  B
attached hereto (the "Transferor  Endorsement  Form") and together with evidence
reasonably satisfactory to the Company demonstrating  compliance with applicable
securities laws, which shall include,  without limitation,  a legal opinion from
the  Transferor's  counsel  that such  transfer is exempt from the  registration
requirements of applicable  securities laws, the Company at its expense but with
payment by the  Transferor  of any  applicable  transfer  taxes)  will issue and
deliver  to or on the  order of the  Transferor  thereof a new  Warrant  of like
tenor, in the name of the Transferor and/or the transferee(s)  specified in such
Transferor  Endorsement Form (each a "Transferee"),  calling in the aggregate on
the face or faces thereof for the number of shares of Common Stock called for on
the face or faces of the Warrant so surrendered by the Transferor.

      8. Replacement of Warrant. On 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  of this  Warrant,  on
delivery of an indemnity agreement or security  reasonably  satisfactory in form
and amount to the Company or, in the case of any such  mutilation,  on surrender
and  cancellation  of this Warrant,  the Company at its expense will execute and
deliver, in lieu thereof, a new Warrant of like tenor.


                                      -4-
<PAGE>

      9. Intentionally left blank.

      10. Intentionally left blank.

      11.  Warrant  Agent.  The Company may, by written notice to each holder of
the Warrant,  appoint an agent for the purpose of issuing Common Stock (or Other
Securities)  on the exercise of this Warrant  pursuant to Section 1,  exchanging
this  Warrant  pursuant to Section 7, and  replacing  this  Warrant  pursuant to
Section 8, or any of the foregoing,  and thereafter any such issuance,  exchange
or replacement, as the case may be, shall be made at such office by such agent.

      12. Transfer on the Company's Books.  Until this Warrant is transferred on
the books of the Company,  the Company may treat the registered holder hereof as
the absolute  owner hereof for all purposes,  notwithstanding  any notice to the
contrary.

      13. Notices, etc. All notices and other communications from the Company to
the  Holder  of this  Warrant  shall be  mailed  by first  class  registered  or
certified mail,  postage prepaid,  at such address as may have been furnished to
the Company in writing by such Holder or, until any such Holder furnishes to the
Company an  address,  then to, and at the  address  of, the last  Holder of this
Warrant who has so furnished an address to the Company.

      14.  Voluntary  Adjustment  by the  Company.  The  Company may at any time
during the term of this Warrant  reduce the then current  Exercise  Price to any
amount and for any period of time deemed  appropriate  by the Board of Directors
of the Company.

      15.  Miscellaneous.  This  Warrant  and any term  hereof  may be  changed,
waived,  discharged or terminated only by an instrument in writing signed by the
party against which enforcement of such change, waiver, discharge or termination
is sought.  This Warrant shall be governed by and  construed in accordance  with
the laws of State of New York without regard to principles of conflicts of laws.
Any action brought  concerning  the  transactions  contemplated  by this Warrant
shall be  brought  only in the United  States  District  Court for the  Northern
District  of Maryland or any state court  located in  Baltimore,  Maryland.  The
individuals  executing  this Warrant on behalf of the Company agree to submit to
the  jurisdiction  of such courts and waive trial by jury. In the event that any
provision  of this  Warrant  is invalid or  unenforceable  under any  applicable
statute or rule of law, then such provision  shall be deemed  inoperative to the
extent that it may conflict  therewith  and shall be deemed  modified to conform
with such statute or rule of law. Any such provision  which may prove invalid or
unenforceable  under any law shall not affect the validity or  enforceability of
any other  provision  of this  Warrant.  The  headings  in this  Warrant are for
purposes of reference  only, and shall not limit or otherwise  affect any of the
terms hereof. The invalidity or  unenforceability  of any provision hereof shall
in no way affect the  validity or  enforceability  of any other  provision.  The
Company and Holder each acknowledges  that legal counsel  participated or had an
opportunity to participate  in the  preparation of this Warrant and,  therefore,
stipulates  that the rule of  construction  that  ambiguities are to be resolved
against the drafting  party shall not be applied in the  interpretation  of this
Warrant to favor any party against the other party.


                                      -5-
<PAGE>

      IN WITNESS  WHEREOF,  the Company has executed this Warrant as of the date
first written above.


                                                     SBS INTERACTIVE, CO.


                                                     By: /s/ Todd Gotlieb
                                                         -----------------------
                                                         Todd Gotlieb, President

                                                     HOLDER


                                                         /s/ Arthur Cohn
                                                         -----------------------
                                                         Arthur Cohn



                                      -6-
<PAGE>

                                                                       Exhibit A

                                 EXERCISE NOTICE
                   (To be signed only on exercise of Warrant)


TO:  SBS Interactive, Co.

The  undersigned,  pursuant to the provisions set forth in the attached  Warrant
(No.____), hereby irrevocably elects to purchase:

         ________ shares of the Common Stock covered by such Warrant.


The  undersigned  herewith  makes  payment of the full  Exercise  Price for such
shares  at the  price  per  share  provided  for in such  Warrant,  which  is an
aggregate of $___________.


The undersigned  requests that the certificates for such shares be issued in the
name  of,  and   delivered  to   __________________________   whose  address  is
___________________________.

The  undersigned  represents  and  warrants  that all  offers  and  sales by the
undersigned of the securities issuable upon exercise of the within Warrant shall
be made pursuant to registration of the Common Stock under the Securities Act of
1933,  as amended  (the  "Securities  Act") or  pursuant  to an  exemption  from
registration under the Securities Act.

Dated:___________________             __________________________________________
                                      (Signature  must  conform  to name of
                                      holder as  specified  on the face of the
                                      Warrant)


                                       _________________________________________
                                       (Address)



<PAGE>

                                                                       Exhibit B

                         FORM OF TRANSFEROR ENDORSEMENT
                   (To be signed only on transfer of Warrant)

      For value received,  the undersigned hereby sells,  assigns, and transfers
unto the  person(s)  named  below  under  the  heading  "Transferees"  the right
represented  by the Warrant to purchase  the number of shares of Common Stock of
SBS Interactive,  Co. to which such Warrant relates  specified under the heading
"Number  of Shares  Transferred,"  respectively,  opposite  the  name(s) of such
person(s)  and appoints  each such person  Attorney to transfer  its  respective
right on the books of SBS  Interactive,  Co. with full power of  substitution in
the premises.

========================================= ======================================
        Transferees                                             Number of Shares
                                                                   Transferred
----------------------------------------- --------------------------------------

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

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

========================================= ======================================

Dated:     , _____                    __________________________________________
                                      (Signature  must  conform  to name of
                                      holder as  specified  on the face of the
                                      warrant)
Signed in the presence of:

_______________________________             ____________________________________
         (Name)                                               (Address)

                                            ____________________________________

ACCEPTED AND AGREED:
[TRANSFEREE]

_______________________________
         (Name)