Exhibit 10.10
Transform Pack International, Inc.
Form 10-KSB 2001
File No. 000-31727

                                              WARRANT TO PURCHASE
                                                   100,000 SHARES

               TRANSFORM PACK INTERNATIONAL, INC.
                    (a Minnesota corporation)

                   WARRANT FOR THE PURCHASE OF
            Common Stock, $0.004 Par Value Per Share

                    THIS WARRANT WILL BE VOID
            AFTER 12:00 MIDNIGHT ON February 15, 2004

      This certifies that, for value received, Greg Phillips,  or
registered  assigns,  is entitled, at any  time  prior  to  12:00
midnight  Eastern  time  on February 15,  2004  (the  "Expiration
Date"),  to purchase from the Company the number of shares  shown
above  (the "Warrant Shares") of common stock, par value  $0.004,
of  the Company (the "Common Stock") by surrendering this warrant
with  the  purchase form attached hereto, duly executed,  at  the
principal  office  of  the  Company in  Moncton,  New  Brunswick,
Canada,  and by paying in full and in lawful money of the  United
States of America by cash or cashiers' check, the purchase  price
of  the Warrant Shares as to which this warrant is exercised,  on
all the terms and conditions hereinafter set forth.

      1.   The initial purchase price at which the Warrant Shares
are  purchasable (hereinafter referred to as the "Warrant Price")
is   $0.50  per  share,  subject  to  adjustment  as  hereinafter
provided.

      2.    On the exercise of all or any portion of this warrant
in  the  manner  provided above, the person exercising  the  same
shall be deemed to have become a holder of record of Common Stock
(or  of the other securities or properties to which he or  it  is
entitled on such exercise) for all purposes, and certificates for
the  securities so purchased shall be delivered to the  purchaser
within  a  reasonable time, but in no event longer than ten  days
after  the warrants shall have been exercised as set forth above.
If  this warrant shall be exercised in respect to only a part  of
the  Warrant Shares covered hereby, the holder shall be  entitled
to  receive a similar warrant of like tenor and date covering the
number of Warrant Shares with respect to which this warrant shall
not have been exercised.

      3.    This warrant is exchangeable, on the surrender hereof
by  the holder at the office of the Company, for new warrants  of
like  tenor and date representing in the aggregate the  right  to
subscribe for and purchase the number of Warrant Shares which may
be subscribed for and purchased hereunder.

      4.    The  Company  covenants and agrees that  the  Warrant
Shares  which  may  be  issued  on the  exercise  of  the  rights
represented by this warrant will, on issuance, be fully paid  and
non-assessable, and free from all taxes, liens, and charges  with
respect to the issue thereof.  The Company further covenants  and
agrees that during the period within which the rights represented
by   this  warrant  may  be  exercised,  the  Company  will  have
authorized and reserved a sufficient number of shares  of  Common
Stock  to  provide for the exercise of the rights represented  by
this warrant.

      5.    The  Warrant  Price  and  number  of  Warrant  Shares
purchasable pursuant to this warrant may be subject to adjustment
from time to time as follows:

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           (a)  If the Company shall take a record of the holders
     of  its  Common Stock for the purpose of entitling  them  to
     receive  a dividend in shares, the number of Warrant  Shares
     purchasable hereunder shall be proportionately increased and
     the Warrant Price in effect immediately prior to such record
     date shall be proportionately decreased, such adjustment  to
     become  effective immediately after the opening of  business
     on the day following such record date.

           (b)   If  the  Company shall subdivide the outstanding
     shares  of  Common  Stock into a greater number  of  shares,
     combine  the  outstanding shares  of  Common  Stock  into  a
     smaller  number of shares, or issue by reclassification  any
     of  its  shares,  the  number of Warrant Shares  purchasable
     hereunder and the Warrant Price in effect immediately  prior
     thereto  shall be adjusted so that the holder of the warrant
     thereafter  surrendered for exercise shall  be  entitled  to
     receive,   after  the  occurrence  of  any  of  the   events
     described, the number of Warrant Shares to which the  holder
     would  have  been entitled had such warrant  been  exercised
     immediately  prior to the occurrence of  such  event.   Such
     adjustment  shall  become effective  immediately  after  the
     opening  of business on the day following the date on  which
     such  subdivision, combination, or reclassification, as  the
     case may be, becomes effective.

           (c)  If any capital reorganization or reclassification
     of the Company's Common Stock, or consolidation or merger of
     the  Company with another corporation or the sale of all  or
     substantially all of its assets to another corporation shall
     be effected in such a way that holders of Common Stock shall
     be  entitled  to receive stock, securities, or  assets  with
     respect  to  or  in exchange for Common Stock,  then,  as  a
     condition    of   such   reorganization,   reclassification,
     consolidation,  merger, or sale, lawful adequate  provisions
     shall  be  made  whereby the holder of  this  warrant  shall
     thereafter have the right to acquire and receive on exercise
     hereof such shares of stock, securities, or assets as  would
     have   been   issuable   or  payable   (as   part   of   the
     reorganization, reclassification, consolidation, merger,  or
     sale)  with  respect to or in exchange for  such  number  of
     outstanding  shares of the Company's Common Stock  as  would
     have  been  received on exercise of this warrant immediately
     before such reorganization, reclassification, consolidation,
     merger,  or  sale.  In any such case, appropriate  provision
     shall  be  made with respect to the rights and interests  of
     the  holder  of this warrant to the end that the  provisions
     hereof  shall  thereafter be applicable in relation  to  any
     shares   of   stock,   securities,  or   assets   thereafter
     deliverable on the exercise of this warrant.  In  the  event
     of  a  merger or consolidation of the Company with  or  into
     another corporation or the sale of all or substantially  all
     of  its  assets as a result of which a number of  shares  of
     common  stock  of  the  surviving or purchasing  corporation
     greater or less than the number of shares of Common Stock of
     the  Company  outstanding immediately prior to such  merger,
     consolidation, or purchase are issuable to holders of Common
     Stock  of  the  Company, then the number of  Warrant  Shares
     purchasable and Warrant Price in effect immediately prior to
     such merger, consolidation, or purchase shall be adjusted in
     the  same  manner  as  through there was  a  subdivision  or
     combination of the outstanding shares of Common Stock of the
     Company.    The   Company   will   not   effect   any   such
     consolidation,  merger,  or  sale  unless   prior   to   the
     consummation  thereof  the successor  corporation  resulting
     from   such  consolidation  or  merger  or  the  corporation
     purchasing  such  assets shall assume by written  instrument
     mailed or delivered to the holder hereof at its last address
     appearing  on  the books of the Company, the  obligation  to
     deliver to such holder such shares of stock, securities,  or
     assets as, in accordance with the foregoing provisions, such
     holder  may  be  entitled to acquire  on  exercise  of  this
     warrant.

           (d)   No  fraction  of  a share  shall  be  issued  on
     exercise, but, in lieu thereof, the Company, notwithstanding
     any  other provision hereof, may pay therefor in cash at the
     fair  value  of  any such fractional share at  the  time  of
     exercise.

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           (e)  Neither the purchase or other acquisition by  the
     Company of any shares of Common Stock nor the sale or  other
     disposition  by  the Company of any shares of  Common  Stock
     shall affect any adjustment of the Warrant Price or be taken
     into  account in computing any subsequent adjustment of  the
     Warrant Price.

      6.    This  warrant and the shares issuable on exercise  of
this warrant are restricted securities within the meaning of Rule
144  promulgated  under the Securities Act of  1933,  as  amended
("Securities Act"), and all certificates therefor shall contain a
legend in substantially the following form:

                THE  SECURITIES  REPRESENTED BY THIS  CERTIFICATE
          HAVE  NOT BEEN REGISTERED UNDER THE SECURITIES  ACT  OF
          1933,  AS  AMENDED  (the  "Securities  Act"),  AND  ARE
          "RESTRICTED SECURITIES" WITHIN THE MEANING OF RULE  144
          PROMULGATED  UNDER THE SECURITIES ACT.  THE  SECURITIES
          HAVE  BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE  SOLD
          OR  TRANSFERRED WITHOUT COMPLYING WITH RULE 144 IN  THE
          ABSENCE   OF   AN  EFFECTIVE  REGISTRATION   OR   OTHER
          COMPLIANCE UNDER THE SECURITIES ACT.

      7.    Subject to the restrictions set forth in paragraph  6
above,  this warrant is transferable in whole or in part  at  the
offices  of  the Company.  On such transfer, every holder  hereof
agrees  that the Company may deem and treat the registered holder
of this warrant, or registered holders as the case may be, as the
true  and lawful owner thereof for all purposes, and the  Company
shall  not be affected by any notice to the contrary.  All rights
conferred  by  this  warrant shall inure to the  benefit  of  the
successors and assigns of the original holder; provided, that  no
successor  or assign of the original holder shall be entitled  to
exercise and of the registration rights conferred by paragraph  8
of this warrant unless the successor acquires its interest in the
warrant  by the laws of descent or distribution, by gift  to  the
spouse  and  children  of the holder (or a  trust  in  which  the
primary beneficiary is one or more of the original holder, his or
her  spouse,  or  his  or  her  children),  or  by  dividend   or
distribution  from a business entity that is the original  holder
in  which  the successor held an equity interest at the time  the
business entity acquired the warrant.

      8.   As used herein, the term "Common Stock" shall mean and
include the Company's Common Stock authorized on the date of  the
original  issue  of  this  warrant, and shall  also  include  any
capital  stock of any class of the Company thereafter  authorized
that shall not be limited to a fixed sum or percentage in respect
of  the rights of the holders thereof to participate in dividends
and in the distribution of assets on the voluntary or involuntary
liquidation, dissolution, or winding up of the Company; provided,
that  the  Warrant Shares purchasable pursuant  to  this  warrant
shall  include  only  shares  of  the  class  designated  in  the
Company's articles of incorporation as Common Stock on  the  date
of  the  original issue of this warrant or, in the  case  of  any
reorganization, reclassification, consolidation, merger, or  sale
of  assets of the character referred to in paragraph 5(c) hereof,
the stocks, securities, or assets provided for in such paragraph.

     9.   This agreement shall be construed under and be governed
by the laws of the state of Minnesota.

     10.  Where this warrant provides for notice to holder of any
event, such notice shall be sufficiently given if in writing  and
mailed, postage prepaid, to the holder at his or her addresses as
it  appears in the books and records the Company, not later  than
the  latest  date,  and  not  earlier  than  the  earliest  date,
prescribed  for  the giving of such notice.  In  any  case  where
notice  to holders is given by mail, neither the failure to  mail
such  notice,  nor  any defect in any notice so  mailed,  to  any
particular  holder shall affect the sufficiency  of  such  notice
with  respect  to holders of other warrants.  Where this  warrant
provides  for  notice  to  the  Company,  such  notice  shall  be
sufficiently given if in writing and mailed, registered,  postage
prepaid,

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to the Company at its address not later than the  latest
date, and not earlier than the earliest date, prescribed for  the
giving of such notice.

      11.   This  warrant may not be amended without  the  mutual
agreement of the Company and the holder of all warrants  of  like
tenor; provided, that the Company may decrease the Warrant  Price
or  extend  the  Expiration Date at its  discretion  without  the
approval or consent of any holder or holders.

     DATED this 15th day of February, 2001.

                                 TRANSFORM PACK INTERNATIONAL, INC.

                                  By /s/ Hans Meier, President

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                        Form of Purchase

          (to be signed only upon exercise of warrant)




TO:  TRANSFORM PACK INTERNATIONAL, INC.


      The  undersigned, the owner of the attached warrant, hereby
irrevocably elects to exercise the purchase rights represented by
the     warrant     for,    and    to    purchase     thereunder,
________________________
shares of common stock of Transform Pack International, Inc., and
herewith makes payment of
$________________________________________________________________
therefor, and requests that the certificate(s) for such shares be
delivered to:

_________________________________________________________________,

at:
_________________________________________________________________

_________________________________________________________________,

and if such shall not be all of the shares purchasable hereunder,
that  a  new warrant of like tenor for the balance of the  shares
purchasable  under  the  attached warrant  be  delivered  to  the
undersigned.

     DATED this ______ day of __________________, ___________.




                               ____________________________________
                               Signature

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