<PAGE>

                                                                     Exhibit 4.4

NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE
HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE
SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR
REASONABLY ACCEPTABLE TO THE COMPANY TO SUCH EFFECT, THE SUBSTANCE OF WHICH
SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY MAY BE PLEDGED IN
CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR
OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN "ACCREDITED INVESTOR" AS
DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT.

                          COMMON STOCK PURCHASE WARRANT


                To Purchase __________ Shares of Common Stock of

                           Innovative Companies, Inc.

          THIS COMMON STOCK PURCHASE WARRANT (the "Warrant") CERTIFIES that, for
value received, _____________ (the "Holder"), is entitled, upon the terms and
subject to the limitations on exercise and the conditions hereinafter set forth,
at any time on or after the date of issuance of this Warrant (the "Initial
Exercise Date") and on or prior to the sixth anniversary of the Initial Exercise
Date (the "Termination Date") but not thereafter, to subscribe for and purchase
from Innovative Companies, Inc., a Florida corporation (the "Company"), up to
____________ shares (the "Warrant Shares") of Common Stock, par value $0.01 per
share, of the Company (the "Common Stock"). The purchase price of one share of
Common Stock (the "Exercise Price") under this Warrant shall be $______, subject
to adjustment hereunder. Capitalized terms used and not otherwise defined herein
shall have the meanings set forth in that certain Securities Purchase Agreement
(the "Purchase Agreement"), dated March 5, 2004, among the Company and the
purchasers signatory thereto.

                                        1

<PAGE>

          1.   Title to Warrant. Prior to the Termination Date and subject to
compliance with applicable laws and Section 7 of this Warrant, this Warrant and
all rights hereunder are transferable, in whole or in part, at the office or
agency of the Company by the Holder in person or by duly authorized attorney,
upon surrender of this Warrant together with the Assignment Form annexed hereto
properly endorsed. The transferee shall sign an investment letter in form and
substance reasonably satisfactory to the Company.

          2.   Authorization of Shares. The Company covenants that all Warrant
Shares which may be issued upon the exercise of the purchase rights represented
by this Warrant will, upon exercise of the purchase rights represented by this
Warrant, be duly authorized, validly issued, fully paid and nonassessable and
free from all taxes, liens and charges in respect of the issue thereof (other
than taxes in respect of any transfer occurring contemporaneously with such
issue).

          3.   Exercise of Warrant.

               (a)   Exercise of the purchase rights represented by this Warrant
     may be made at any time or times on or after the Initial Exercise Date and
     on or before the Termination Date by delivery to the Company of a duly
     executed facsimile copy of the Notice of Exercise Form annexed hereto (or
     such other office or agency of the Company as it may designate by notice in
     writing to the registered Holder at the address of such Holder appearing on
     the books of the Company); provided, however, within 3 Trading Days of the
     date said Notice of Exercise is delivered to the Company, the Holder shall
     have surrendered this Warrant to the Company and the Company shall have
     received payment of the aggregate Exercise Price of the shares thereby
     purchased by wire transfer or cashier's check drawn on a United States
     bank. Certificates for shares purchased hereunder shall be delivered to the
     Holder within 3 Trading Days from the delivery to the Company of the Notice
     of Exercise Form, surrender of this Warrant and payment of the aggregate
     Exercise Price as set forth above ("Warrant Share Delivery Date"). This
     Warrant shall be deemed to have been exercised on the later of the date the
     Notice of Exercise is delivered to the Company by facsimile copy and the
     date the Exercise Price is received by the Company. The Warrant Shares
     shall be deemed to have been issued, and Holder or any other person so
     designated to be named therein shall be deemed to have become a holder of
     record of such shares for all purposes, as of the date the Warrant has been
     exercised by payment to the Company of the Exercise Price and all taxes
     required to be paid by the Holder, if any, pursuant to Section 5 prior to
     the issuance of such shares, have been paid. If the Company fails to
     deliver to the Holder a certificate or certificates representing the
     Warrant Shares pursuant to this Section 3(a) by the Warrant Share Delivery
     Date, then the Holder will have the right to rescind such exercise. In
     addition to any other rights available to the Holder, if the Company fails
     to deliver to the Holder a certificate or certificates representing the
     Warrant Shares pursuant to an exercise by the Warrant Share Delivery Date,
     and if after such day the Holder is required by its broker to purchase (in
     an open market transaction or otherwise) shares of Common Stock to deliver
     in satisfaction of a sale by the Holder of the Warrant Shares which the
     Holder anticipated receiving upon such exercise (a "Buy-In"), then the
     Company shall (1) pay in cash to the

                                        2

<PAGE>

     Holder the amount by which (x) the Holder's total purchase price (including
     brokerage commissions, if any) for the shares of Common Stock so purchased
     exceeds (y) the amount obtained by multiplying (A) the number of Warrant
     Shares that the Company was required to deliver to the Holder in connection
     with the exercise at issue times (B) the price at which the sell order
     giving rise to such purchase obligation was executed, and (2) at the option
     of the Holder, either reinstate the portion of the Warrant and equivalent
     number of Warrant Shares for which such exercise was not honored or deliver
     to the Holder the number of shares of Common Stock that would have been
     issued had the Company timely complied with its exercise and delivery
     obligations hereunder. For example, if the Holder purchases Common Stock
     having a total purchase price of $11,000 to cover a Buy-In with respect to
     an attempted exercise of shares of Common Stock with an aggregate sale
     price giving rise to such purchase obligation of $10,000, under clause (1)
     of the immediately preceding sentence the Company shall be required to pay
     the Holder $1,000. The Holder shall provide the Company written notice
     indicating the amounts payable to the Holder in respect of the Buy-In,
     together with applicable confirmations and other evidence reasonably
     requested by the Company. Nothing herein shall limit a Holder's right to
     pursue any other remedies available to it hereunder, at law or in equity
     including, without limitation, a decree of specific performance and/or
     injunctive relief with respect to the Company's failure to timely deliver
     certificates representing shares of Common Stock upon exercise of the
     Warrant as required pursuant to the terms hereof.

               (b)   If this Warrant shall have been exercised in part, the
     Company shall, at the time of delivery of the certificate or certificates
     representing Warrant Shares, deliver to Holder a new Warrant evidencing the
     rights of Holder to purchase the unpurchased Warrant Shares called for by
     this Warrant, which new Warrant shall in all other respects be identical
     with this Warrant.

               (c)   The Holder shall not have the right to exercise any portion
     of this Warrant, pursuant to Section 3(a) or otherwise, to the extent that
     after giving effect to such issuance after exercise, the Holder (together
     with the Holder's affiliates), as set forth on the applicable Notice of
     Exercise, would beneficially own in excess of 4.99% of the number of shares
     of the Common Stock outstanding immediately after giving effect to such
     issuance. For purposes of the foregoing sentence, the number of shares of
     Common Stock beneficially owned by the Holder and its affiliates shall
     include the number of shares of Common Stock issuable upon exercise of this
     Warrant with respect to which the determination of such sentence is being
     made, but shall exclude the number of shares of Common Stock which would be
     issuable upon (A) exercise of the remaining, nonexercised portion of this
     Warrant beneficially owned by the Holder or any of its affiliates and (B)
     exercise or conversion of the unexercised or nonconverted portion of any
     other securities of the Company (including, without limitation, any other
     Warrants or the Preferred Stock) subject to a limitation on conversion or
     exercise analogous to the limitation contained herein beneficially owned by
     the Holder or any of its affiliates. Except as set forth in the preceding
     sentence, for purposes of this Section 3(c), beneficial ownership shall be
     calculated in accordance with Section 13(d) of the Exchange Act, it being
     acknowledge by Holder that the Company is not representing to Holder that
     such calculation is in compliance with Section 13(d) of the Exchange Act
     and Holder is solely

                                        3

<PAGE>

     responsible for any schedules required to be filed in accordance therewith.
     To the extent that the limitation contained in this Section 3(c) applies,
     the determination of whether this Warrant is exercisable (in relation to
     other securities owned by the Holder) and of which a portion of this
     Warrant is exercisable shall be in the sole discretion of such Holder, and
     the submission of a Notice of Exercise shall be deemed to be such Holder's
     determination of whether this Warrant is exercisable (in relation to other
     securities owned by such Holder) and of which portion of this Warrant is
     exercisable, in each case subject to such aggregate percentage limitation,
     and the Company shall have no obligation to verify or confirm the accuracy
     of such determination. For purposes of this Section 3(c), in determining
     the number of outstanding shares of Common Stock, the Holder may rely on
     the number of outstanding shares of Common Stock as reflected in (x) the
     Company's most recent Form 10-Q or Form 10-K, as the case may be, (y) a
     more recent public announcement by the Company or (z) any other notice by
     the Company or the Company's Transfer Agent setting forth the number of
     shares of Common Stock outstanding. Upon the written or oral request of the
     Holder, the Company shall within two Trading Days confirm orally and in
     writing to the Holder the number of shares of Common Stock then
     outstanding. In any case, the number of outstanding shares of Common Stock
     shall be determined after giving effect to the conversion or exercise of
     securities of the Company, including this Warrant, by the Holder or its
     affiliates since the date as of which such number of outstanding shares of
     Common Stock was reported.

               (d)   If at any time after one year from the date of issuance of
     this Warrant there is no effective Registration Statement registering the
     resale of the Warrant Shares by the Holder, during any such periods this
     Warrant may also be exercised at such time by means of a "cashless
     exercise" in which the Holder shall be entitled to receive a certificate
     for the number of Warrant Shares equal to the quotient obtained by dividing
     [(A-B) (X)] by (A), where:

          (A) = the VWAP on the Trading Day immediately preceding the date of
                such election;

          (B) = the Exercise Price of this Warrant, as adjusted; and

          (X) = the number of Warrant Shares issuable upon exercise of this
                Warrant in accordance with the terms of this Warrant by means of
                a cash exercise rather than a cashless exercise.

               (e)   If the Company has not obtained Shareholder Approval (as
     defined below) if required, then the Company may not issue upon exercise of
     this Warrant in the aggregate, in excess of 19.999% of the number of shares
     of Common Stock outstanding on the Trading Day immediately preceding the
     Closing Date, less any shares of Common Stock issued upon conversion of or
     upon prior exercise of this or any other Warrant issued pursuant to the
     Purchase Agreement (such number of shares, the "Issuable Maximum"). If on
     any attempted exercise of this Warrant, the issuance of Warrant Shares
     would exceed the Issuable Maximum and the Company shall not have previously
     obtained the vote of shareholders (the "Shareholder Approval"), if any, as
     may be required by the applicable rules and regulations of the Principal
     Market (or any successor

                                        4

<PAGE>

     entity) to approve the issuance of shares of Common Stock in excess of the
     Issuable Maximum pursuant to the terms hereof, then the Company shall issue
     to the Holder requesting a Warrant exercise such number of Warrant Shares
     as may be issued below the Issuable Maximum and, with respect to the
     remainder of the aggregate number of Warrant Shares, this Warrant shall not
     be exercisable until and unless Shareholder Approval has been obtained.

          4.   No Fractional Shares or Scrip. No fractional shares or scrip
representing fractional shares shall be issued upon the exercise of this
Warrant. As to any fraction of a share which Holder would otherwise be entitled
to purchase upon such exercise, the Company shall pay a cash adjustment in
respect of such final fraction in an amount equal to such fraction multiplied by
the Exercise Price.

          5.   Charges, Taxes and Expenses. Issuance of certificates for Warrant
Shares shall be made without charge to the Holder for any issue or transfer tax
or other incidental expense in respect of the issuance of such certificate, all
of which taxes and expenses shall be paid by the Company, and such certificates
shall be issued in the name of the Holder or in such name or names as may be
directed by the Holder; provided, however, that in the event certificates for
Warrant Shares are to be issued in a name other than the name of the Holder,
this Warrant when surrendered for exercise shall be accompanied by the
Assignment Form attached hereto duly executed by the Holder; and the Company may
require, as a condition thereto, the payment of a sum sufficient to reimburse it
for any transfer tax incidental thereto.

          6.   Closing of Books. The Company will not close its stockholder
books or records in any manner which prevents the timely exercise of this
Warrant, pursuant to the terms hereof.

          7.   Transfer, Division and Combination.

               (a)   Subject to compliance with any applicable securities laws
     and the conditions set forth in Sections 1 and 7(e) hereof and to the
     provisions of Section 4.1 of the Purchase Agreement, this Warrant and all
     rights hereunder are transferable, in whole or in part, upon surrender of
     this Warrant at the principal office of the Company, together with a
     written assignment of this Warrant substantially in the form attached
     hereto duly executed by the Holder or its agent or attorney and funds
     sufficient to pay any transfer taxes payable upon the making of such
     transfer. Upon such surrender and, if required, such payment, the Company
     shall execute and deliver a new Warrant or Warrants in the name of the
     assignee or assignees and in the denomination or denominations specified in
     such instrument of assignment, and shall issue to the assignor a new
     Warrant evidencing the portion of this Warrant not so assigned, and this
     Warrant shall promptly be cancelled. A Warrant, if properly assigned, may
     be exercised by a new holder for the purchase of Warrant Shares without
     having a new Warrant issued.

               (b)   This Warrant may be divided or combined with other Warrants
     upon presentation hereof at the aforesaid office of the Company, together
     with a written notice specifying the names and denominations in which new
     Warrants are to be issued, signed by the Holder or its agent or attorney.
     Subject to compliance with Section 7(a), as to any

                                        5

<PAGE>

     transfer which may be involved in such division or combination, the Company
     shall execute and deliver a new Warrant or Warrants in exchange for the
     Warrant or Warrants to be divided or combined in accordance with such
     notice.

               (c)   The Company shall prepare, issue and deliver at its own
     expense (other than transfer taxes) the new Warrant or Warrants under this
     Section 7.

               (d)   The Company agrees to maintain, at its aforesaid office,
     books for the registration and the registration of transfer of the
     Warrants.

               (e)   If, at the time of the surrender of this Warrant in
     connection with any transfer of this Warrant, the transfer of this Warrant
     shall not be registered pursuant to an effective registration statement
     under the Securities Act and under applicable state securities or blue sky
     laws, the Company may require, as a condition of allowing such transfer (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 shall be in
     form, substance and scope customary for opinions of counsel in comparable
     transactions) to the effect that such transfer may be made without
     registration under the Securities 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)(1), (a)(2), (a)(3), (a)(7), or (a)(8) promulgated
     under the Securities Act or a qualified institutional buyer as defined in
     Rule 144A(a) under the Securities Act.

          8.   No Rights as Shareholder until Exercise. This Warrant does not
entitle the Holder to any voting rights or other rights as a shareholder of the
Company prior to the exercise hereof. Upon the surrender of this Warrant and the
payment of the aggregate Exercise Price (or by means of a cashless exercise),
the Warrant Shares so purchased shall be and be deemed to be issued to such
Holder as the record owner of such shares as of the close of business on the
later of the date of such surrender or payment.

          9.   Loss, Theft, Destruction or Mutilation of Warrant. The Company
covenants that upon receipt by the Company of evidence reasonably satisfactory
to it of the loss, theft, destruction or mutilation of this Warrant or any stock
certificate relating to the Warrant Shares, and in case of loss, theft or
destruction, of indemnity or security reasonably satisfactory to it (which, in
the case of the Warrant, shall not include the posting of any bond), and upon
surrender and cancellation of such Warrant or stock certificate, if mutilated,
the Company will make and deliver a new Warrant or stock certificate of like
tenor and dated as of such cancellation, in lieu of such Warrant or stock
certificate.

          10.  Saturdays, Sundays, Holidays, etc. If the last or appointed day
for the taking of any action or the expiration of any right required or granted
herein shall be a Saturday, Sunday or a legal holiday, then such action may be
taken or such right may be exercised on the next succeeding day not a Saturday,
Sunday or legal holiday.

          11.  Adjustments of Exercise Price and Number of Warrant Shares.

                                        6

<PAGE>

          (a)  Stock Splits, etc. The number and kind of securities purchasable
     upon the exercise of this Warrant and the Exercise Price shall be subject
     to adjustment from time to time upon the happening of any of the following.
     In case the Company shall (i) pay a dividend in shares of Common Stock or
     make a distribution in shares of Common Stock to holders of its outstanding
     Common Stock, (ii) subdivide its outstanding shares of Common Stock into a
     greater number of shares, (iii) combine its outstanding shares of Common
     Stock into a smaller number of shares of Common Stock, or (iv) issue any
     shares of its capital stock in a reclassification of the Common Stock, then
     the number of Warrant Shares purchasable upon exercise of this Warrant
     immediately prior thereto shall be adjusted so that the Holder shall be
     entitled to receive the kind and number of Warrant Shares or other
     securities of the Company which it would have owned or have been entitled
     to receive had such Warrant been exercised in advance thereof. Upon each
     such adjustment of the kind and number of Warrant Shares or other
     securities of the Company which are purchasable hereunder, the Holder shall
     thereafter be entitled to purchase the number of Warrant Shares or other
     securities resulting from such adjustment at an Exercise Price per Warrant
     Share or other security obtained by multiplying the Exercise Price in
     effect immediately prior to such adjustment by the number of Warrant Shares
     purchasable pursuant hereto immediately prior to such adjustment and
     dividing by the number of Warrant Shares or other securities of the Company
     that are purchasable pursuant hereto immediately after such adjustment. An
     adjustment made pursuant to this paragraph shall become effective
     immediately after the effective date of such event retroactive to the
     record date, if any, for such event.

          (b)  Anti-Dilution Provisions. During the Exercise Period, the
     Exercise Price shall be subject to adjustment from time to time as provided
     in this Section 11(b). 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 or down to the nearest cent.

               (i)   Adjustment of Exercise Price. If and whenever the Company
          issues or sells, or in accordance with Section 11(b)(ii) hereof is
          deemed to have issued or sold, any shares of Common Stock for an
          effective consideration per share of less than the then Exercise Price
          or for no consideration (such lower price, the "Base Share Price" and
          such issuances collectively, a "Dilutive Issuance"), then, the
          Exercise Price shall be reduced to equal the Base Share Price. Such
          adjustment shall be made whenever shares of Common Stock or Common
          Stock Equivalents are issued.

               (ii)  Effect on Exercise Price of Certain Events. For purposes of
          determining the adjusted Exercise Price under Section 11(b) hereof,
          the following will be applicable:

                         (A) 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 Common Stock Equivalents (such warrants,
               rights and options to purchase Common Stock or Common Stock
               Equivalents are hereinafter referred to as "Options") and the
               effective price per share for which Common Stock

                                        7

<PAGE>

               is issuable upon the exercise of such Options is less than the
               Exercise Price ("Below Base Price Options"), then the maximum
               total number of shares of Common Stock issuable upon the exercise
               of all such Below Base Price Options (assuming full exercise,
               conversion or exchange of Common Stock Equivalents, if
               applicable) will, as of the date of the issuance or grant of such
               Below Base Price Options, be deemed to be outstanding and to have
               been issued and sold by the Company for such price per share and
               the maximum consideration payable to the Company upon such
               exercise (assuming full exercise, conversion or exchange of
               Common Stock Equivalents, if applicable) will be deemed to have
               been received by the Company. For purposes of the preceding
               sentence, the "effective price per share for which Common Stock
               is issuable upon the exercise of such Below Base Price 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 Below Base Price Options, plus the minimum
               aggregate amount of additional consideration, if any, payable to
               the Company upon the exercise of all such Below Base Price
               Options, plus, in the case of Common Stock Equivalents issuable
               upon the exercise of such Below Base Price Options, the minimum
               aggregate amount of additional consideration payable upon the
               exercise, conversion or exchange thereof at the time such Common
               Stock Equivalents first become exercisable, convertible or
               exchangeable, by (ii) the maximum total number of shares of
               Common Stock issuable upon the exercise of all such Below Base
               Price Options (assuming full conversion of Common Stock
               Equivalents, if applicable). No further adjustment to the
               Exercise Price will be made upon the actual issuance of such
               Common Stock upon the exercise of such Below Base Price Options
               or upon the exercise, conversion or exchange of Common Stock
               Equivalents issuable upon exercise of such Below Base Price
               Options.

                         (B) Issuance of Common Stock Equivalents. If the
               Company in any manner issues or sells any Common Stock
               Equivalents, whether or not immediately convertible (other than
               where the same are issuable upon the exercise of Options) and the
               effective price per share for which Common Stock is issuable upon
               such exercise, conversion or exchange is less than the Exercise
               Price, then the maximum total number of shares of Common Stock
               issuable upon the exercise, conversion or exchange of all such
               Common Stock Equivalents will, as of the date of the issuance of
               such Common Stock Equivalents, be deemed to be outstanding and to
               have been issued and sold by the Company for such price per share
               and the maximum consideration payable to the Company upon such
               exercise (assuming full exercise, conversion or exchange of
               Common Stock Equivalents, if applicable) will be deemed to have
               been received by the Company. For the purposes of the preceding
               sentence, the "effective price per share for which Common Stock
               is issuable upon such exercise, conversion or exchange" is
               determined by dividing (i) the total amount, if

                                        8

<PAGE>

               any, received or receivable by the Company as consideration for
               the issuance or sale of all such Common Stock Equivalents, plus
               the minimum aggregate amount of additional consideration, if any,
               payable to the Company upon the exercise, conversion or exchange
               thereof at the time such Common Stock Equivalents first become
               exercisable, convertible or exchangeable, by (ii) the maximum
               total number of shares of Common Stock issuable upon the
               exercise, conversion or exchange of all such Common Stock
               Equivalents. No further adjustment to the Exercise Price will be
               made upon the actual issuance of such Common Stock upon exercise,
               conversion or exchange of such Common Stock Equivalents.

                         (C) 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 exercise, conversion or exchange
               of any Common Stock Equivalents; or (iii) the rate at which any
               Common Stock Equivalents are convertible into or exchangeable for
               Common Stock (in each such case, 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 Common Stock Equivalents 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.

                         (D) Calculation of Consideration Received. If any
               Common Stock, Options or Common Stock Equivalents 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 Common Stock
               Equivalents are issued or sold for a 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 market
               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 fair market value (closing
               bid price, if traded on any market) thereof as of the date of
               receipt. In case any Common Stock, Options or Common Stock
               Equivalents are issued in connection with any merger or
               consolidation in which the Company is the surviving corporation,
               the amount of consideration therefor will be deemed to be the
               fair market value of such portion of the net assets and business
               of the non-surviving corporation as is attributable to such
               Common Stock, Options or Common Stock Equivalents, as the case
               may be. The fair market value of any consideration other than
               cash or securities will be determined in good

                                        9

<PAGE>

               faith by an investment banker or other appropriate expert of
               national reputation selected by the Company and reasonably
               acceptable to the holder hereof, with the costs of such appraisal
               to be borne by the Company.

                         (E) Exceptions to Adjustment of Exercise Price.
               Notwithstanding the foregoing, no adjustment will be made under
               this Section 11(b) in respect of an Exempt Issuance.

               (iii) 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.

          12.  Reorganization, Reclassification, Merger, Consolidation or
Disposition of Assets. In case the Company shall reorganize its capital,
reclassify its capital stock, consolidate or merge with or into another
corporation (where the Company is not the surviving corporation or where there
is a change in or distribution with respect to the Common Stock of the Company),
or sell, transfer or otherwise dispose of its property, assets or business to
another corporation and, pursuant to the terms of such reorganization,
reclassification, merger, consolidation or disposition of assets, shares of
common stock of the successor or acquiring corporation, or any cash, shares of
stock or other securities or property of any nature whatsoever (including
warrants or other subscription or purchase rights) in addition to or in lieu of
common stock of the successor or acquiring corporation ("Other Property"), are
to be received by or distributed to the holders of Common Stock of the Company,
then the Holder shall have the right thereafter to receive, at the option of the
Holder, (a) upon exercise of this Warrant, the number of shares of Common Stock
of the successor or acquiring corporation or of the Company, if it is the
surviving corporation, and Other Property receivable upon or as a result of such
reorganization, reclassification, merger, consolidation or disposition of assets
by a Holder of the number of shares of Common Stock for which this Warrant is
exercisable immediately prior to such event or (b) cash equal to the value of
this Warrant as determined in accordance with the Black Scholes option pricing
formula. In case of any such reorganization, reclassification, merger,
consolidation or disposition of assets, the successor or acquiring corporation
(if other than the Company) shall expressly assume the due and punctual
observance and performance of each and every covenant and condition of this
Warrant to be performed and observed by the Company and all the obligations and
liabilities hereunder, subject to such modifications as may be deemed
appropriate (as determined in good faith by resolution of the Board of Directors
of the Company) in order to provide for adjustments of Warrant Shares for which
this Warrant is exercisable which shall be as nearly equivalent as practicable
to the adjustments provided for in this Section 12. For purposes of this Section
12, "common stock of the successor or acquiring corporation" shall include stock
of such corporation of any class which is not preferred as to dividends or
assets over any other class of stock of such corporation and which is not
subject to redemption and shall also include any evidences of indebtedness,
shares of stock or other securities which

                                       10

<PAGE>

are convertible into or exchangeable for any such stock, either immediately or
upon the arrival of a specified date or the happening of a specified event and
any warrants or other rights to subscribe for or purchase any such stock. The
foregoing provisions of this Section 12 shall similarly apply to successive
reorganizations, reclassifications, mergers, consolidations or disposition of
assets.

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

          14.  Notice of Adjustment. Whenever the number of Warrant Shares or
number or kind of securities or other property purchasable upon the exercise of
this Warrant or the Exercise Price is adjusted, as herein provided, the Company
shall give notice thereof to the Holder, which notice shall state the number of
Warrant Shares (and other securities or property) purchasable upon the exercise
of this Warrant and the Exercise Price of such Warrant Shares (and other
securities or property) after such adjustment, setting forth a brief statement
of the facts requiring such adjustment and setting forth the computation by
which such adjustment was made.

          15.  Notice of Corporate Action. If at any time:

               (a) the Company shall take a record of the holders of its Common
     Stock for the purpose of entitling them to receive a dividend or other
     distribution, or any right to subscribe for or purchase any evidences of
     its indebtedness, any shares of stock of any class or any other securities
     or property, or to receive any other right, or

               (b) there shall be any capital reorganization of the Company, any
     reclassification or recapitalization of the capital stock of the Company or
     any consolidation or merger of the Company with, or any sale, transfer or
     other disposition of all or substantially all the property, assets or
     business of the Company to, another corporation or,

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

then, in any one or more of such cases, the Company shall give to Holder (i) at
least 20 days' prior written notice of the date on which a record date shall be
selected for such dividend, distribution or right or for determining rights to
vote in respect of any such reorganization, reclassification, merger,
consolidation, sale, transfer, disposition, liquidation or winding up, and (ii)
in the case of any such reorganization, reclassification, merger, consolidation,
sale, transfer, disposition, dissolution, liquidation or winding up, at least 20
days' prior written notice of the date when the same shall take place. Such
notice in accordance with the foregoing clause also shall specify (i) the date
on which any such record is to be taken for the purpose of such dividend,
distribution or right, the date on which the holders of Common Stock shall be
entitled to any such dividend, distribution or right, and the amount and
character thereof, and (ii) the date on which any such reorganization,
reclassification, merger, consolidation, sale, transfer, disposition,
dissolution, liquidation or winding up is to take place and the time, if any
such time is to be fixed, as of which the holders of Common Stock shall be
entitled to exchange their

                                       11

<PAGE>

Warrant Shares for securities or other property deliverable upon such
disposition, dissolution, liquidation or winding up. Each such written notice
shall be sufficiently given if addressed to Holder at the last address of Holder
appearing on the books of the Company and delivered in accordance with Section
17(d).

          16.  Authorized Shares. The Company covenants that during the period
the Warrant is outstanding, it will reserve from its authorized and unissued
Common Stock a sufficient number of shares to provide for the issuance of the
Warrant Shares upon the exercise of any purchase rights under this Warrant. The
Company further covenants that its issuance of this Warrant shall constitute
full authority to its officers who are charged with the duty of executing stock
certificates to execute and issue the necessary certificates for the Warrant
Shares upon the exercise of the purchase rights under this Warrant. The Company
will take all such reasonable action as may be necessary to assure that such
Warrant Shares may be issued as provided herein without violation of any
applicable law or regulation, or of any requirements of the Principal Market
upon which the Common Stock may be listed.

          Except and to the extent as waived or consented to by the Holder, the
Company shall not by any action, including, without limitation, amending its
certificate of incorporation or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms of this Warrant, but will at all times in good faith assist in the
carrying out of all such terms and in the taking of all such actions as may be
necessary or appropriate to protect the rights of Holder as set forth in this
Warrant against impairment. Without limiting the generality of the foregoing,
the Company will (a) not increase the par value of any Warrant Shares above the
amount payable therefor upon such exercise immediately prior to such increase in
par value, (b) take all such action as may be necessary or appropriate in order
that the Company may validly and legally issue fully paid and nonassessable
Warrant Shares upon the exercise of this Warrant, and (c) use commercially
reasonable efforts to obtain all such authorizations, exemptions or consents
from any public regulatory body having jurisdiction thereof as may be necessary
to enable the Company to perform its obligations under this Warrant.

          Before taking any action which would result in an adjustment in the
number of Warrant Shares for which this Warrant is exercisable or in the
Exercise Price, the Company shall obtain all such authorizations or exemptions
thereof, or consents thereto, as may be necessary from any public regulatory
body or bodies having jurisdiction thereof.

          17.  Miscellaneous.

               (a) Jurisdiction. All questions concerning the construction,
     validity, enforcement and interpretation of this Warrant shall be
     determined in accordance with the provisions of the Purchase Agreement.

               (b) Restrictions. The Holder acknowledges that the Warrant Shares
     acquired upon the exercise of this Warrant, if not registered, will have
     restrictions upon resale imposed by state and federal securities laws.

                                       12

<PAGE>

               (c) Nonwaiver and Expenses. No course of dealing or any delay or
     failure to exercise any right hereunder on the part of Holder shall operate
     as a waiver of such right or otherwise prejudice Holder's rights, powers or
     remedies, notwithstanding all rights hereunder terminate on the Termination
     Date. If the Company willfully and knowingly fails to comply with any
     provision of this Warrant, which results in any material damages to the
     Holder, the Company shall pay to Holder such amounts as shall be sufficient
     to cover any costs and expenses including, but not limited to, reasonable
     attorneys' fees, including those of appellate proceedings, incurred by
     Holder in collecting any amounts due pursuant hereto or in otherwise
     enforcing any of its rights, powers or remedies hereunder.

               (d) Notices. Any notice, request or other document required or
     permitted to be given or delivered to the Holder by the Company shall be
     delivered in accordance with the notice provisions of the Purchase
     Agreement.

               (e) Limitation of Liability. No provision hereof, in the absence
     of any affirmative action by Holder to exercise this Warrant or purchase
     Warrant Shares, and no enumeration herein of the rights or privileges of
     Holder, shall give rise to any liability of Holder for the purchase price
     of any Common Stock or as a stockholder of the Company, whether such
     liability is asserted by the Company or by creditors of the Company.

               (f) Remedies. Holder, in addition to being entitled to exercise
     all rights granted by law, including recovery of damages, will be entitled
     to specific performance of its rights under this Warrant. The Company
     agrees that monetary damages would not be adequate compensation for any
     loss incurred by reason of a breach by it of the provisions of this Warrant
     and hereby agrees to waive the defense in any action for specific
     performance that a remedy at law would be adequate.

               (g) Successors and Assigns. Subject to applicable securities
     laws, this Warrant and the rights and obligations evidenced hereby shall
     inure to the benefit of and be binding upon the successors of the Company
     and the successors and permitted assigns of Holder. The provisions of this
     Warrant are intended to be for the benefit of all Holders from time to time
     of this Warrant and shall be enforceable by any such Holder or holder of
     Warrant Shares.

               (h) Amendment. This Warrant may be modified or amended or the
     provisions hereof waived with the written consent of the Company and the
     Holder.

               (i) Severability. Wherever possible, each provision of this
     Warrant shall be interpreted in such manner as to be effective and valid
     under applicable law, but if any provision of this Warrant shall be
     prohibited by or invalid under applicable law, such provision shall be
     ineffective to the extent of such prohibition or invalidity, without
     invalidating the remainder of such provisions or the remaining provisions
     of this Warrant.

               (j) Headings. The headings used in this Warrant are for the
     convenience of reference only and shall not, for any purpose, be deemed a
     part of this Warrant.

                              ********************

                                       13

<PAGE>

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

Dated:  March ____, 2004

                                        INNOVATIVE COMPANIES, INC.


                                        By:
                                           -------------------------------------
                                           Name:
                                           Title:

                                       14

<PAGE>

                               NOTICE OF EXERCISE

To: Innovative Companies, Inc.

          (1) The undersigned hereby elects to purchase ________ Warrant Shares
of the Company pursuant to the terms of the attached Warrant (only if exercised
in full), and tenders herewith payment of the exercise price in full, together
with all applicable transfer taxes, if any.

          (2) Payment shall take the form of (check applicable box):

               [ ] in lawful money of the United States; or

               [ ] the cancellation of such number of Warrant Shares as is
               necessary, in accordance with the formula set forth in subsection
               3(d), to exercise this Warrant with respect to the maximum number
               of Warrant Shares purchasable pursuant to the cashless exercise
               procedure set forth in subsection 3(d).

          (3) Please issue a certificate or certificates representing said
Warrant Shares in the name of the undersigned or in such other name as is
specified below:

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

The Warrant Shares shall be delivered to the following:

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

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

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

          (4) Accredited Investor. The undersigned is an "accredited investor"
as defined in Regulation D under the Securities Act of 1933, as amended.

                                        [PURCHASER]


                                        By:
                                            ------------------------------------
                                        Name:
                                        Title:

                                        Dated:
                                               ---------------------------------

<PAGE>

                                 ASSIGNMENT FORM

                    (To assign the foregoing warrant, execute
                   this form and supply required information.
                 Do not use this form to exercise the warrant.)


          FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced
thereby are hereby assigned to


_______________________________________________ whose address is

_______________________________________________________________.

_______________________________________________________________

                                         Dated: ______________, _______


               Holder's Signature:  _____________________________

               Holder's Address:    _____________________________

                                    _____________________________

Signature Guaranteed: ___________________________________________


NOTE: The signature to this Assignment Form must correspond with the name as it
appears on the face of the Warrant, without alteration or enlargement or any
change whatsoever, and must be guaranteed by a bank or trust company. Officers
of corporations and those acting in a fiduciary or other representative capacity
should file proper evidence of authority to assign the foregoing Warrant.