Exhibit 10.32

         THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT
         HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
         EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE
         AGREEMENT DATED AS OF APRIL 16, 2003, NEITHER THIS WARRANT NOR ANY OF
         SUCH SHARES MAY BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN
         EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER SAID ACT OR,
         AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE, CUSTOMARY FOR
         OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS
         NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 OR
         REGULATION S UNDER SUCH ACT.

                                                            Right  to   Purchase
                                                            16,668   Shares   of
                                                            Common Stock, $.0001
                                                            par value per share

                             STOCK PURCHASE WARRANT

     THIS  CERTIFIES  THAT,  for  value  received,  AJW  Partners,  LLC  or  its
registered  assigns,  is entitled to purchase  from  Torbay  Holdings,  Inc.,  a
Delaware  corporation (the  "Company"),  at any time or from time to time during
the period  specified  in  Paragraph  2 hereof,  Sixteen  Thousand,  Six Hundred
Sixty-Eight (16,668) fully paid and nonassessable shares of the Company's Common
Stock, $.0001 par value per share (the "Common Stock"), at an exercise price per
share equal to $.03 per share. The term "Warrant Shares," as used herein, refers
to the shares of Common Stock purchasable hereunder.  The Warrant Shares and the
Exercise Price are subject to adjustment as provided in Paragraph 4 hereof.  The
term  "Warrants"  means this Warrant and the other warrants  issued  pursuant to
that certain Securities Purchase  Agreement,  dated April 16, 2003, by and among
the Company and the Buyers listed on the execution page thereof (the "Securities
Purchase Agreement").

     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



<PAGE>


business day at the Company's  principal executive offices (or such other office
or agency of the Company as it may  designate  by notice to the holder  hereof),
and upon (i) payment to the Company in cash, by certified or official bank check
or by wire transfer for the account of the Company of the Exercise Price for the
Warrant Shares specified in the Exercise  Agreement or (ii) if the resale of the
Warrant  Shares by the holder is not then  registered  pursuant to an  effective
registration  statement  under  the  Securities  Act of 1933,  as  amended  (the
"Securities Act"), delivery to the Company of a written notice of an election to
effect a "Cashless Exercise" (as defined in Section 11(c) below) 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 a reasonable time, not exceeding three (3)
business days, after this Warrant shall have been so exercised. The certificates
so delivered  shall be in such  denominations  as may be requested by the holder
hereof and shall be  registered in the name of such holder or such other name as
shall be  designated by such holder.  If this Warrant shall have been  exercised
only in part, then,  unless this Warrant has expired,  the Company shall, at its
expense,  at the time of delivery of such certificates,  deliver to the holder a
new Warrant representing the number of shares with respect to which this Warrant
shall not then have been exercised.  In addition to all other available remedies
at law or in  equity,  if the  Company  fails to  deliver  certificates  for the
Warrant  Shares  within three (3) business days after this Warrant is exercised,
then the Company shall pay to the holder in cash a penalty (the "Penalty") equal
to 2% of the number of Warrant  Shares that the holder is entitled to multiplied
by the Market Price for each day that the Company fails to deliver  certificates
for the  Warrant  Shares.  For  example,  if the holder is  entitled  to 100,000
Warrant Shares and the Market Price is $2.00,  then the Company shall pay to the
holder  $4,000 for each day that the Company fails to deliver  certificates  for
the Warrant Shares.  The Penalty shall be paid to the holder by the fifth day of
the month following the month in which it has accrued.

     Notwithstanding anything in this Warrant to the contrary, in no event shall
the holder of this  Warrant be entitled  to  exercise a number of  Warrants  (or
portions thereof) in excess of the number of Warrants (or portions thereof) upon
exercise  of  which  the  sum of (i)  the  number  of  shares  of  Common  Stock
beneficially owned by the holder and its affiliates (other than shares of Common
Stock  which may be deemed  beneficially  owned  through  the  ownership  of the
unexercised  Warrants and the  unexercised or  unconverted  portion of any other
securities  of  the  Company  (including  the  Debentures  (as  defined  in  the
Securities  Purchase  Agreement))  subject  to a  limitation  on  conversion  or
exercise  analogous to the limitation  contained  herein) and (ii) the number of
shares of Common  Stock  issuable  upon  exercise of the  Warrants  (or portions
thereof) with respect to which the determination described herein is being made,
would result in  beneficial  ownership by the holder and its  affiliates of more
than 4.9% of the  outstanding  shares  of  Common  Stock.  For  purposes  of the
immediately  preceding  sentence,  beneficial  ownership  shall be determined in
accordance  with  Section  13(d) of the  Securities  Exchange  Act of  1934,  as
amended, and Regulation 13D-G thereunder, except as otherwise provided in clause
(i) of the  preceding  sentence.  The  holder  of this  Warrant  may  waive  the
limitations  set forth  herein by  sixty-one  (61)  days  written  notice to the
Company.   Notwithstanding  anything  to  the  contrary  contained  herein,  the
limitation  on  exercise  of this


                                      -2-
<PAGE>


Warrant set forth herein may not be amended  without (i) the written  consent of
the holder  hereof  and the  Company  and (ii) the  approval  of a  majority  of
shareholders of the Company.

     2. Period of Exercise. This Warrant is exercisable at any time or from time
to time on or after  the date on which  this  Warrant  is issued  and  delivered
pursuant to the terms of the Securities Purchase Agreement and before 6:00 p.m.,
New York,  New York time on the fifth (5th)  anniversary of the date of issuance
(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  will,  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.  Subject to the Stockholder Approval (as defined
in Section  4(1) of the  Securities  Purchase  Agreement),  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) Listing. The Company shall promptly secure the listing of the shares of
Common Stock issuable upon exercise of the Warrant upon each national securities
exchange or  automated  quotation  system,  if any,  upon which shares of Common
Stock are then listed  (subject to official  notice of issuance upon exercise of
this  Warrant) and shall  maintain,  so long as any other shares of Common Stock
shall be so listed, such listing of all shares of Common Stock from time to time
issuable  upon the exercise of this  Warrant;  and the Company  shall so list on
each national securities exchange or automated quotation system, as the case may
be, and shall maintain such listing of, any other shares of capital stock of the
Company  issuable upon the exercise of this Warrant if and so long as any shares
of the same  class  shall be  listed on such  national  securities  exchange  or
automated quotation system.

     (d) Certain Actions  Prohibited.  The Company will not, by amendment of its
charter 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 will 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 dilution or other  impairment,  consistent with the tenor and purpose of
this Warrant.  Without limiting the generality of the foregoing, the Company (i)
will not increase the par value of any shares of Common  Stock  receivable  upon
the exercise of this Warrant above the Exercise  Price then in effect,  and (ii)
will 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.

     (e)  Successors  and Assigns.  This Warrant will be binding upon any entity
succeeding to the Company by merger,  consolidation,  or  acquisition  of all or
substantially all the Company's assets.

                                      -3-

<PAGE>


     4. Antidilution Provisions.  During the Exercise Period, the Exercise Price
and the number of Warrant  Shares  shall be subject to  adjustment  from time to
time as provided in this Paragraph 4.

     In the event that any adjustment of the Exercise  Price as required  herein
results in a fraction of a cent,  such Exercise Price shall be rounded up to the
nearest cent.

     (a)  Adjustment  of Exercise  Price and Number of Shares  upon  Issuance of
Common Stock.  Except as otherwise  provided in Paragraphs 4(c) and 4(e) hereof,
if and  whenever on or after the date of issuance of this  Warrant,  the Company
issues or sells,  or in accordance  with Paragraph 4(b) hereof is deemed to have
issued  or sold,  any  shares  of Common  Stock  for no  consideration  or for a
consideration per share (before deduction of reasonable  expenses or commissions
or underwriting  discounts or allowances in connection  therewith) less than the
Market  Price (as  hereinafter  defined) on the date of  issuance  (a  "Dilutive
Issuance"), then immediately upon the Dilutive Issuance, the Exercise Price will
be reduced to a price  determined by  multiplying  the Exercise  Price in effect
immediately prior to the Dilutive  Issuance by a fraction,  (i) the numerator of
which is an amount  equal to the sum of (x) the number of shares of Common Stock
actually  outstanding  immediately prior to the Dilutive Issuance,  plus (y) the
quotient of the  aggregate  consideration,  calculated as set forth in Paragraph
4(b) hereof,  received by the Company upon such Dilutive Issuance divided by the
Market Price in effect immediately prior to the Dilutive Issuance,  and (ii) the
denominator  of which is the total  number of  shares  of  Common  Stock  Deemed
Outstanding (as defined below) immediately after the Dilutive Issuance.

     (b) Effect on Exercise Price of Certain Events. For purposes of determining
the adjusted  Exercise Price under Paragraph 4(a) hereof,  the following will be
applicable:

          (i) Issuance of Rights or Options. If the Company in any manner issues
or  grants  any  warrants,   rights  or  options,  whether  or  not  immediately
exercisable,  to subscribe for or to purchase  Common Stock or other  securities
convertible  into or exchangeable  for Common Stock  ("Convertible  Securities")
(such  warrants,  rights and options to  purchase  Common  Stock or  Convertible
Securities are hereinafter referred to as "Options") and the price per share for
which  Common  Stock is issuable  upon the exercise of such Options is less than
the Market  Price on the date of  issuance  or grant of such  Options,  then the
maximum total number of shares of Common Stock issuable upon the exercise of all
such Options will,  as of the date of the issuance or grant of such Options,  be
deemed to be  outstanding  and to have been  issued and sold by the  Company for
such price per share.  For purposes of the  preceding  sentence,  the "price per
share for which Common Stock is issuable  upon the exercise of such  Options" is
determined by dividing (i) the total amount,  if any,  received or receivable by
the Company as  consideration  for the issuance or granting of all such Options,
plus the minimum aggregate amount of additional  consideration,  if any, payable
to the Company  upon the  exercise  of all such  Options,  plus,  in the case of
Convertible  Securities issuable upon the exercise of such Options,  the minimum
aggregate  amount of  additional  consideration  payable upon the  conversion or
exchange  thereof  at  the  time  such   Convertible   Securities  first  become
convertible  or  exchangeable,  by (ii) the  maximum  total  number of shares of
Common  Stock  issuable  upon the exercise of all such  Options  (assuming  full
conversion of Convertible Securities,  if applicable).  No further adjustment to
the  Exercise  Price will be made upon the actual  issuance of such Common Stock


                                       -4-

<PAGE>


upon  the  exercise  of such  Options  or upon the  conversion  or  exchange  of
Convertible Securities issuable upon exercise of such Options.

          (ii) Issuance of Convertible Securities.  If the Company in any manner
issues  or  sells  any  Convertible  Securities,   whether  or  not  immediately
convertible  (other  than  where  the same are  issuable  upon the  exercise  of
Options) and the price per share for which  Common  Stock is issuable  upon such
conversion  or exchange is less than the Market  Price on the date of  issuance,
then the  maximum  total  number of shares of  Common  Stock  issuable  upon the
conversion or exchange of all such  Convertible  Securities will, as of the date
of the issuance of such Convertible Securities,  be deemed to be outstanding and
to have been issued and sold by the  Company  for such price per share.  For the
purposes of the preceding sentence,  the "price per share for which Common Stock
is issuable upon such  conversion or exchange" is determined by dividing (i) the
total amount, if any, received or receivable by the Company as consideration for
the  issuance  or sale of all such  Convertible  Securities,  plus  the  minimum
aggregate  amount of additional  consideration,  if any,  payable to the Company
upon the conversion or exchange thereof at the time such Convertible  Securities
first become  convertible or  exchangeable,  by (ii) the maximum total number of
shares of Common  Stock  issuable  upon the  conversion  or exchange of all such
Convertible Securities. No further adjustment to the Exercise Price will be made
upon the actual  issuance of such Common  Stock upon  conversion  or exchange of
such Convertible Securities.

          (iii) Change in Option Price or Conversion  Rate. If there is a change
at any time in (i) the amount of additional consideration payable to the Company
upon the exercise of any Options;  (ii) the amount of additional  consideration,
if  any,  payable  to  the  Company  upon  the  conversion  or  exchange  of any
Convertible  Securities;  or (iii) the rate at which any Convertible  Securities
are convertible  into or  exchangeable  for Common Stock (other than under or by
reason of provisions  designed to protect against dilution),  the Exercise Price
in effect at the time of such change will be  readjusted  to the Exercise  Price
which  would have been in effect at such time had such  Options  or  Convertible
Securities still outstanding provided for such changed additional  consideration
or changed  conversion rate, as the case may be, at the time initially  granted,
issued or sold.

          (iv)  Treatment  of  Expired  Options  and   Unexercised   Convertible
Securities. If, in any case, the total number of shares of Common Stock issuable
upon exercise of any Option or upon  conversion  or exchange of any  Convertible
Securities is not, in fact,  issued and the rights to exercise such Option or to
convert  or  exchange  such   Convertible   Securities  shall  have  expired  or
terminated, the Exercise Price then in effect will be readjusted to the Exercise
Price  which  would  have  been in  effect  at the  time of such  expiration  or
termination had such Option or Convertible Securities, to the extent outstanding
immediately  prior to such  expiration or termination  (other than in respect of
the actual  number of shares of Common Stock issued upon  exercise or conversion
thereof), never been issued.

          (v)  Calculation  of  Consideration  Received.  If any  Common  Stock,
Options or  Convertible  Securities  are issued,  granted or sold for cash,  the
consideration  received therefor for purposes of this Warrant will be the amount
received by the Company  therefor,  before deduction of reasonable  commissions,
underwriting  discounts  or  allowances  or other  reasonable  expenses  paid or
incurred by the Company in connection with such issuance, grant or sale. In case
any Common Stock,  Options or  Convertible  Securities  are issued or sold for a

                                      -5-

<PAGE>


consideration  part or all of which shall be other than cash,  the amount of the
consideration  other than cash received by the Company will be the fair value of
such consideration,  except where such consideration consists of securities,  in
which case the  amount of  consideration  received  by the  Company  will be the
Market  Price  thereof  as of the date of  receipt.  In case any  Common  Stock,
Options or Convertible Securities are issued in connection with any acquisition,
merger or consolidation in which the Company is the surviving  corporation,  the
amount of  consideration  therefor  will be deemed to be the fair  value of such
portion of the net assets and business of the  non-surviving  corporation  as is
attributable  to such Common Stock,  Options or Convertible  Securities,  as the
case may be. The fair value of any  consideration  other than cash or securities
will be determined in good faith by the Board of Directors of the Company.

          (vi)  Exceptions to Adjustment of Exercise Price. No adjustment to the
Exercise  Price will be made (i) upon the exercise of any  warrants,  options or
convertible  securities granted,  issued and outstanding on the date of issuance
of this  Warrant;  (ii) upon the grant or exercise of any stock or options which
may hereafter be granted or exercised  under any employee  benefit  plan,  stock
option  plan or  restricted  stock plan of the  Company  now  existing  or to be
implemented  in the future,  so long as the issuance of such stock or options is
approved by a majority of the  independent  members of the Board of Directors of
the Company or a majority of the members of a committee of independent directors
established for such purpose; or (iii) upon the exercise of the Warrants.

          (c)  Subdivision or Combination of Common Stock. If the Company at any
time  subdivides  (by  any  stock  split,   stock  dividend,   recapitalization,
reorganization,  reclassification  or  otherwise)  the  shares of  Common  Stock
acquirable  hereunder into a greater number of shares,  then,  after the date of
record for effecting such subdivision,  the Exercise Price in effect immediately
prior to such subdivision will be proportionately reduced. If the Company at any
time  combines  (by  reverse  stock  split,  recapitalization,   reorganization,
reclassification  or otherwise) the shares of Common Stock acquirable  hereunder
into a smaller  number of shares,  then,  after the date of record for effecting
such  combination,  the  Exercise  Price  in  effect  immediately  prior to such
combination will be proportionately increased.

          (d)  Adjustment  in Number of  Shares.  Upon  each  adjustment  of the
Exercise  Price  pursuant to the  provisions of this  Paragraph 4, the number of
shares of Common Stock  issuable upon exercise of this Warrant shall be adjusted
by multiplying a number equal to the Exercise Price in effect  immediately prior
to such  adjustment  by the  number  of shares of  Common  Stock  issuable  upon
exercise of this Warrant  immediately  prior to such adjustment and dividing the
product so obtained by the adjusted Exercise Price.

          (e) Consolidation, Merger or Sale. In case of any consolidation of the
Company with, or merger of the Company into any other corporation, or in case of
any sale or conveyance of all or substantially  all of the assets of the Company
other than in  connection  with a plan of complete  liquidation  of the Company,
then  as a  condition  of such  consolidation,  merger  or  sale or  conveyance,
adequate provision will be made whereby the holder of this Warrant will have the
right to acquire and receive upon exercise of this Warrant in lieu of the shares
of Common Stock  immediately  theretofore  acquirable  upon the exercise of this
Warrant, such shares of stock,  securities or assets as may be issued or payable
with  respect  to or in  exchange  for the  number of  shares  of  Common  Stock
immediately  theretofore acquirable and receivable upon exercise of this Warrant
had such  consolidation,  merger or sale or conveyance  not taken

                                      -6-

<PAGE>



place. In any such case, the Company will make  appropriate  provision to insure
that the provisions of this Paragraph 4 hereof will  thereafter be applicable as
nearly as may be in  relation  to any shares of stock or  securities  thereafter
deliverable  upon the exercise of this Warrant.  The Company will not effect any
consolidation,  merger or sale or  conveyance  unless prior to the  consummation
thereof,  the  successor  corporation  (if other  than the  Company)  assumes by
written instrument the obligations under this Paragraph 4 and the obligations to
deliver to the holder of this Warrant such shares of stock, securities or assets
as, in accordance with the foregoing  provisions,  the holder may be entitled to
acquire.

          (f) Distribution of Assets.  In case the Company shall declare or make
any distribution of its assets  (including cash) to holders of Common Stock as a
partial liquidating  dividend,  by way of return of capital or otherwise,  then,
after  the  date  of  record  for  determining  stockholders  entitled  to  such
distribution,  but prior to the date of distribution, the holder of this Warrant
shall be entitled  upon  exercise of this Warrant for the purchase of any or all
of the shares of Common  Stock  subject  hereto,  to receive  the amount of such
assets  which  would have been  payable to the holder had such  holder  been the
holder of such shares of Common  Stock on the record date for the  determination
of stockholders entitled to such distribution.

          (g)  Notice of  Adjustment.  Upon the  occurrence  of any event  which
requires any adjustment of the Exercise Price,  then, and in each such case, the
Company shall give notice  thereof to the holder of this  Warrant,  which notice
shall state the Exercise Price  resulting from such  adjustment and the increase
or  decrease  in the number of  Warrant  Shares  purchasable  at such price upon
exercise,  setting forth in reasonable  detail the method of calculation and the
facts upon which such calculation is based.  Such calculation shall be certified
by the Chief Financial Officer of the Company.

          (h)  Minimum  Adjustment  of  Exercise  Price.  No  adjustment  of the
Exercise  Price shall be made in an amount of less than 1% of the Exercise Price
in effect at the time such adjustment is otherwise  required to be made, but any
such lesser  adjustment  shall be carried  forward and shall be made at the time
and  together  with the next  subsequent  adjustment  which,  together  with any
adjustments  so  carried  forward,  shall  amount  to not  less  than 1% of such
Exercise Price.

          (i) No Fractional  Shares. No fractional shares of Common Stock are to
be issued upon the exercise of this  Warrant,  but the Company  shall pay a cash
adjustment in respect of any fractional  share which would otherwise be issuable
in an amount equal to the same fraction of the Market Price of a share of Common
Stock on the date of such exercise.

          (j) Other Notices. In case at any time:

               (i) the Company  shall declare any dividend upon the Common Stock
payable  in  shares  of  stock  of any  class  or make  any  other  distribution
(including dividends or distributions  payable in cash out of retained earnings)
to the holders of the Common Stock;

               (ii) the  Company  shall offer for  subscription  pro rata to the
holders of the Common Stock any additional shares of stock of any class or other
rights;

                                      -7-
<PAGE>



               (iii) there shall be any capital  reorganization  of the Company,
or  reclassification  of the Common  Stock,  or  consolidation  or merger of the
Company with or into, or sale of all or substantially all its assets to, another
corporation or entity; or

               (iv)  there  shall be a  voluntary  or  involuntary  dissolution,
liquidation or winding up of the Company;

then,  in each such case,  the Company  shall give to the holder of this Warrant
(a) notice of the date on which the books of the Company shall close or a record
shall be taken for  determining  the holders of Common Stock entitled to receive
any such dividend,  distribution,  or subscription rights or for determining the
holders of Common Stock entitled to vote in respect of any such  reorganization,
reclassification,  consolidation,  merger,  sale,  dissolution,  liquidation  or
winding-up  and (b) in the  case of any such  reorganization,  reclassification,
consolidation,  merger, sale, dissolution,  liquidation or winding-up, notice of
the date (or,  if not then  known,  a  reasonable  approximation  thereof by the
Company) when the same shall take place. Such notice shall also specify the date
on which the holders of Common Stock shall be entitled to receive such dividend,
distribution, or subscription rights or to exchange their Common Stock for stock
or  other  securities  or  property   deliverable   upon  such   reorganization,
reclassification,  consolidation,  merger, sale,  dissolution,  liquidation,  or
winding-up,  as the case  may be.  Such  notice  shall be given at least 30 days
prior to the record date or the date on which the Company's  books are closed in
respect thereto. Failure to give any such notice or any defect therein shall not
affect the validity of the proceedings  referred to in clauses (i), (ii),  (iii)
and (iv) above.

               (k) Certain Events.  If any event occurs of the type contemplated
by the adjustment  provisions of this Paragraph 4 but not expressly provided for
by such  provisions,  the Company  will give notice of such event as provided in
Paragraph  4(g)  hereof,  and the  Company's  Board of  Directors  will  make an
appropriate  adjustment in the Exercise Price and the number of shares of Common
Stock  acquirable upon exercise of this Warrant so that the rights of the holder
shall be neither enhanced nor diminished by such event.

               (l) Certain Definitions.

               (i) "Common  Stock Deemed  Outstanding"  shall mean the number of
shares of Common Stock  actually  outstanding  (not  including  shares of Common
Stock held in the  treasury of the  Company),  plus (x)  pursuant  to  Paragraph
4(b)(i) hereof, the maximum total number of shares of Common Stock issuable upon
the  exercise  of  Options,  as of the  date of such  issuance  or grant of such
Options,  if any,  and (y) pursuant to Paragraph  4(b)(ii)  hereof,  the maximum
total number of shares of Common Stock  issuable upon  conversion or exchange of
Convertible  Securities,  as  of  the  date  of  issuance  of  such  Convertible
Securities, if any.

               (ii) "Market Price," as of any date, (i) means the average of the
last reported sale prices for the shares of Common Stock on the Over-the-Counter
Bulletin Board for the five (5) trading days immediately  preceding such date as
reported  by  Bloomberg  Financial  Markets,  or  (ii)  if the  Over-the-Counter
Bulletin  Board is not the  principal  trading  market  for the shares of Common
Stock,  the average of the last reported  sale prices on the  principal  trading
market for the Common  Stock  during the same period as  reported  by  Bloomberg
Financial Markets, or (iii) if market value cannot be calculated as of such date
on any of the foregoing  bases,  the Market Price shall be the fair market value
as  reasonably  determined  in good faith by


                                      -8-
<PAGE>


(a)  the  Board  of   Directors   of  the   Company  or,  at  the  option  of  a
majority-in-interest  of the  holders  of  the  outstanding  Warrants  by (b) an
independent  investment bank of nationally  recognized standing in the valuation
of  businesses  similar  to the  business  of the  corporation.  The  manner  of
determining  the  Market  Price of the Common  Stock set forth in the  foregoing
definition  shall apply with respect to any other security in respect of which a
determination as to market value must be made hereunder.

               (iii) "Common  Stock," for purposes of this Paragraph 4, includes
the Common Stock,  par value $.0001 per share, and any additional class of stock
of the  Company  having  no  preference  as to  dividends  or  distributions  on
liquidation, provided that the shares purchasable pursuant to this Warrant shall
include only shares of Common Stock,  par value $.0001 per share,  in respect of
which this Warrant is exercisable,  or shares  resulting from any subdivision or
combination  of  such  Common  Stock,  or in the  case  of  any  reorganization,
reclassification, consolidation, merger, or sale of the character referred to in
Paragraph 4(e) hereof, the stock or other securities or property provided for in
such Paragraph.

     5. Issue Tax.  The  issuance of  certificates  for Warrant  Shares upon the
exercise  of this  Warrant  shall be made  without  charge to the holder of this
Warrant or such shares for any issuance  tax or other costs in respect  thereof,
provided  that the  Company  shall not be  required  to pay any tax which may be
payable in respect of any transfer  involved in the issuance and delivery of any
certificate in a name other than the holder of this Warrant.

     6. No  Rights or  Liabilities  as a  Shareholder.  This  Warrant  shall not
entitle the holder  hereof to any voting rights or other rights as a stockholder
of the  Company.  No provision of this  Warrant,  in the absence of  affirmative
action by the holder hereof to purchase Warrant Shares,  and no mere enumeration
herein of the rights or privileges of the holder hereof,  shall give rise to any
liability  of such  holder for the  Exercise  Price or as a  shareholder  of the
Company,  whether  such  liability is asserted by the Company or by creditors of
the Company.

     7. Transfer, Exchange, and Replacement of Warrant.

     (a)  Restriction  on Transfer.  This Warrant and the rights  granted to the
holder  hereof are  transferable,  in whole or in part,  upon  surrender of this
Warrant,  together  with a properly  executed  assignment  in the form  attached
hereto,  at the office or agency of the Company  referred to in  Paragraph  7(e)
below,  provided,  however,  that any transfer or assignment shall be subject to
the  conditions  set  forth  in  Paragraph  7(f)  hereof  and to the  applicable
provisions of the  Securities  Purchase  Agreement.  Until due  presentment  for
registration of transfer on the books of the Company,  the Company may treat the
registered  holder hereof as the owner and holder  hereof for all purposes,  and
the Company shall not be affected by any notice to the contrary. Notwithstanding
anything to the contrary contained herein, the registration  rights described in
Paragraph  8 are  assignable  only in  accordance  with the  provisions  of that
certain  Registration  Rights Agreement,  dated April 16, 2003, by and among the
Company and the other signatories thereto (the "Registration Rights Agreement").

     (b) Warrant  Exchangeable  for  Different  Denominations.  This  Warrant is
exchangeable,  upon the  surrender  hereof by the holder hereof at the office or
agency of the Company  referred to in Paragraph 7(e) below,  for new Warrants of
like tenor  representing  in the  aggregate  the right to purchase the number of
shares  of  Common  Stock  which may be  purchased


                                      -9-
<PAGE>


hereunder,  each of such new  Warrants to represent  the right to purchase  such
number of shares as shall be designated by the holder hereof at the time of such
surrender.

     (c)   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,  will execute and
deliver, in lieu thereof, a new Warrant of like tenor.

     (d) Cancellation;  Payment of Expenses.  Upon the surrender of this Warrant
in connection  with any transfer,  exchange,  or replacement as provided in this
Paragraph 7, this Warrant shall be promptly canceled by the Company. The Company
shall  pay all  taxes  (other  than  securities  transfer  taxes)  and all other
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 Paragraph 7.

     (e)  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 and address of the person in whose name this  Warrant has
been issued,  as well as the name and address of each  transferee and each prior
owner of this Warrant.

     (f)  Exercise  or  Transfer  Without  Registration.  If, at the time of the
surrender of this Warrant in connection with any exercise, transfer, or exchange
of this  Warrant,  this  Warrant (or, in the case of any  exercise,  the Warrant
Shares issuable hereunder),  shall not be registered under the Securities Act of
1933, as amended (the "Securities Act") and under applicable state securities or
blue sky laws,  the  Company  may  require,  as a  condition  of  allowing  such
exercise,  transfer,  or  exchange,  (i) that the holder or  transferee  of this
Warrant,  as the case may be,  furnish  to the  Company  a  written  opinion  of
counsel,  which opinion and counsel are acceptable to the Company, to the effect
that such exercise, transfer, or exchange may be made without registration under
said Act and under  applicable  state securities or blue sky laws, (ii) that the
holder or transferee  execute and deliver to the Company an investment letter in
form and substance acceptable to the Company and (iii) that the transferee be an
"accredited investor" as defined in Rule 501(a) promulgated under the Securities
Act; provided that no such opinion, letter or status as an "accredited investor"
shall be required in connection  with a transfer  pursuant to Rule 144 under the
Securities  Act.  The first  holder of this  Warrant,  by taking and holding the
same,  represents to the Company that such holder is acquiring  this Warrant for
investment and not with a view to the distribution thereof.

     8.  Registration  Rights.  The initial  holder of this Warrant (and certain
assignees  thereof) is entitled  to the benefit of such  registration  rights in
respect of the Warrant Shares as are set forth in Section 2 of the  Registration
Rights Agreement.

     9. 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

                                      -10-
<PAGE>



on the  books of the  Company,  or at such  other  address  as shall  have  been
furnished to the Company by notice from such holder. 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 the office of the Company at Torbay Holdings,
Inc., 4 Mulford Place, Suite 2G, Hempstead, New York 11550, Attention: President
and  Chief  Executive  Officer,  or at such  other  address  as shall  have been
furnished  to the holder of this  Warrant by notice from the  Company.  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 by the person  entitled to
receive such notice at the address of such person for purposes of this Paragraph
9, 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,  if postage is prepaid and the mailing is properly  addressed,  as
the case may be.

     10.  Governing  Law.  THIS  WARRANT  SHALL  BE  ENFORCED,  GOVERNED  BY AND
CONSTRUED IN  ACCORDANCE  WITH THE LAWS OF THE STATE OF NEW YORK  APPLICABLE  TO
AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITH SUCH STATE,  WITHOUT REGARD TO
THE  PRINCIPLES  OF CONFLICT OF LAWS.  THE PARTIES  HERETO  HEREBY SUBMIT TO THE
EXCLUSIVE  JURISDICTION OF THE UNITED STATES FEDERAL COURTS LOCATED IN NEW YORK,
NEW YORK WITH RESPECT TO ANY DISPUTE ARISING UNDER THIS WARRANT,  THE AGREEMENTS
ENTERED INTO IN CONNECTION  HEREWITH OR THE TRANSACTIONS  CONTEMPLATED HEREBY OR
THEREBY.  BOTH PARTIES IRREVOCABLY WAIVE THE DEFENSE OF AN INCONVENIENT FORUM TO
THE  MAINTENANCE  OF SUCH SUIT OR  PROCEEDING.  BOTH PARTIES  FURTHER AGREE THAT
SERVICE OF PROCESS  UPON A PARTY  MAILED BY FIRST  CLASS MAIL SHALL BE DEEMED IN
EVERY  RESPECT  EFFECTIVE  SERVICE OF PROCESS UPON THE PARTY IN ANY SUCH SUIT OR
PROCEEDING. NOTHING HEREIN SHALL AFFECT EITHER PARTY'S RIGHT TO SERVE PROCESS IN
ANY  OTHER  MANNER   PERMITTED  BY  LAW.   BOTH  PARTIES   AGREE  THAT  A  FINAL
NON-APPEALABLE  JUDGMENT IN ANY SUCH SUIT OR PROCEEDING  SHALL BE CONCLUSIVE AND
MAY BE ENFORCED IN OTHER  JURISDICTIONS BY SUIT ON SUCH JUDGMENT OR IN ANY OTHER
LAWFUL  MANNER.  THE PARTY WHICH DOES NOT PREVAIL IN ANY DISPUTE  ARISING  UNDER
THIS  WARRANT  SHALL  BE  RESPONSIBLE  FOR  ALL  FEES  AND  EXPENSES,  INCLUDING
ATTORNEYS'  FEES,  INCURRED  BY THE  PREVAILING  PARTY IN  CONNECTION  WITH SUCH
DISPUTE.

11. Miscellaneous.

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

     (b)  Descriptive   Headings.   The  descriptive  headings  of  the  several
paragraphs  of this Warrant are inserted  for  purposes of reference  only,  and
shall not affect the meaning or construction of any of the provisions hereof.


                                      -11-

<PAGE>


     (c) Cashless Exercise.  Notwithstanding  anything to the contrary contained
in this Warrant,  if the resale of the Warrant  Shares by the holder is not then
registered pursuant to an effective  registration statement under the Securities
Act, this Warrant may be exercised by presentation and surrender of this Warrant
to the Company at its principal  executive  offices with a written notice of the
holder's intention to effect a cashless exercise, including a calculation of the
number of shares of Common Stock to be issued upon such  exercise in  accordance
with the  terms  hereof (a  "Cashless  Exercise").  In the  event of a  Cashless
Exercise,  in lieu of  paying  the  Exercise  Price in cash,  the  holder  shall
surrender  this Warrant for that number of shares of Common Stock  determined by
multiplying the number of Warrant Shares to which it would otherwise be entitled
by a fraction,  the numerator of which shall be the difference  between the then
current Market Price per share of the Common Stock and the Exercise  Price,  and
the  denominator  of which shall be the then  current  Market Price per share of
Common Stock. For example,  if the holder is exercising  100,000 Warrants with a
per Warrant  exercise price of $0.75 per share through a cashless  exercise when
the Common Stock's current Market Price per share is $2.00 per share,  then upon
such Cashless Exercise the holder will receive 62,500 shares of Common Stock.

     (d)  Remedies.  The  Company  acknowledges  that  a  breach  by it  of  its
obligations  hereunder will cause  irreparable harm to the holder,  by vitiating
the intent and purpose of the transaction contemplated hereby. Accordingly,  the
Company  acknowledges  that the  remedy at law for a breach  of its  obligations
under this Warrant will be  inadequate  and agrees,  in the event of a breach or
threatened  breach by the Company of the  provisions of this  Warrant,  that the
holder shall be entitled,  in addition to all other available remedies at law or
in equity, and in addition to the penalties  assessable herein, to an injunction
or injunctions restraining,  preventing or curing any breach of this Warrant and
to enforce specifically the terms and provisions thereof,  without the necessity
of showing economic loss and without any bond or other security being required.







                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                      -12-

<PAGE>




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

                              TORBAY HOLDINGS INC.


                                 By: _______________________________
                                     William Thomas Large
                                     President and Chief Executive Officer


Dated as of May 15, 2003



                                      -13-

<PAGE>

                           FORM OF EXERCISE AGREEMENT



                                                    Dated:  ________ __, 200_



To: Torbay Holdings, Inc.





     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,  or, if the resale of such  Common  Stock by the  undersigned  is not
currently registered pursuant to an effective  registration  statement under the
Securities  Act of 1933, as amended,  by surrender of  securities  issued by the
Company  (including a portion of the Warrant) having a market value (in the case
of a portion of this Warrant, determined in accordance with Section 11(c) of the
Warrant) equal to $_________.  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,
                                                    if applicable.


and,  if said  number  of shares of  Common  Stock  shall not be all the  shares
purchasable under the within Warrant,  a new Warrant is to be issued in the name
of said undersigned  covering the balance of the shares  purchasable  thereunder
less any fraction of a share paid in cash.



<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
hereinbelow, 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:   ________ __, 200_



In the presence of:                   _______________________________________

                                      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,  if
                                             applicable.