Exhibit 10.36

         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
                                                                        35,000
                                                                        Shares
                                                                        of
                                                                        Common
                                                                        Stock,
                                                                        $.0001
                                                                        par
                                                                        value
                                                                        per
                                                                        share

                             STOCK PURCHASE WARRANT

     THIS  CERTIFIES  THAT,  for  value  received,  AJW  Offshore,  Ltd.  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,  Thirty-Five Thousand (35,000) 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 business day at
the Company's principal executive offices (or such other office or agency of the



<PAGE>

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 June 20, 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.