Exhibit 10.5

     THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR
APPLICABLE STATE SECURITIES LAWS, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD
EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER
THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN
OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT THERE IS AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT.


                          COMMON STOCK PURCHASE WARRANT

No. ___

                  To Purchase _______ Shares of Common Stock of

                                INTELLIWORXX INC.

     THIS CERTIFIES that, for value received, ____ (the "Holder", including
permitted assigns), is entitled, upon the terms and subject to the conditions
hereinafter set forth, at any time on or after the date hereof and on or prior
to January , 2005 (the "Termination Date") but not thereafter, to subscribe for
and purchase from Intelliworxx, Inc., a Florida corporation (the "Company"),
__________ shares of Common Stock (the "Warrant Shares"). The purchase price of
one share of Common Stock (the "Exercise Price") under this Warrant shall be
equal to $____. The Exercise Price and the number of shares for which the
Warrant is exercisable shall be subject to adjustment as provided herein. This
Warrant is being issued in connection with the Securities Purchase Agreement
dated as of January , 2000 (the "Agreement") entered into between the Company
and the Holder. In the event of any conflict between the terms of this Warrant
and the Agreement, the Agreement shall control. Any capitalized terms used
herein but not otherwise defined shall have that meaning assigned in the
Agreement.

     1. Title of Warrant. Prior to the expiration hereof and subject to
compliance with applicable laws, 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.

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     2. Authorization of Shares. The Company covenants that all shares of Common
Stock which may be issued upon the exercise of rights represented by this
Warrant will, upon exercise of the 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. Exercise of the purchase rights represented by this
Warrant may be made at any time or times, in whole or in part, before the close
of business on the Termination Date, or such earlier date on which this Warrant
may terminate as provided in paragraph 11 below, by the surrender of this
Warrant and the Exercise Form annexed hereto duly executed, to the office of the
Company (or such other office or agency of the Company as it may designate by
notice in writing to the Holder at the address of such Holder appearing on the
books of the Company) and upon payment of the Exercise Price, in cash, via wire
transfer or via certified check, of the Warrant Shares thereby purchased;
whereupon the Holder shall be entitled to receive a certificate for the number
of shares of Common Stock so purchased. Certificates for Warrant Shares
purchased hereunder shall be delivered to the Holder within five Business Days
after the date on which this Warrant shall have been exercised as aforesaid.
Payment of the Exercise Price of the Warrant Shares may be by certified check or
cashier's check or by wire transfer (of same day funds) to the Company in an
amount equal to the Exercise Price multiplied by the number of Warrant Shares
being purchased.

     4. No Fractional Shares or Scrip. No fractional shares or scrip
representing fractional shares shall be issued upon the exercise of this
Warrant. In lieu of issuing fractional shares, the Company shall round up to the
nearest whole share the number of Warrant Shares due upon exercise of this
Warrant.

     5. Charges, Taxes and Expenses. Issuance of certificates for the Warrant
Shares upon the exercise of this Warrant 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 shares of Common Stock 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 provided further, that upon any transfer involved in
the issuance or delivery of any certificates for shares of Common Stock, 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 at no time close its shareholder
books or records in any manner that interferes with the timely exercise of this
Warrant.

     7. 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 (or forced exercise) thereof. If, however, at the time of
the surrender of this Warrant the Holder shall be entitled to exercise this
Warrant, the Warrant Shares so purchased shall be and be deemed to be issued to

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<PAGE>


such Holder as the record owner of such shares as of the close of business on
the date on which this Warrant shall have been exercised (or on the date the
Company shall have forced exercise of this Warrant as provided above).

     8. Assignment and Transfer of Warrant. This Warrant may be assigned by the
surrender of this Warrant and the Assignment Form annexed hereto duly executed
at the office of the Company (or such other office or agency of the Company as
it may designate by notice in writing to the Holder at the address of such
Holder appearing on the books of the Company); provided, however, that this
Warrant may not be resold except (i) in a transaction registered under the
Securities Act, or (ii) in a transaction pursuant to an exemption, if available,
from such registration and whereby, if requested by the Company, an opinion of
counsel reasonably satisfactory to the Company is obtained by the Holder to the
effect that the transaction is so exempt.

     9. Loss, Theft, Destruction or Mutilation of Warrant. The Company
represents and warrants that upon receipt by the Company of evidence reasonably
satisfactory to it of the loss, theft, destruction or mutilation of any Warrant
or stock certificate, and in case of loss, theft or destruction, of indemnity or
security reasonably satisfactory to it, and upon reimbursement to the Company of
all reasonable expenses incidental thereto, 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 this 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 legal holiday.

     11. Adjustments. The Exercise Price shall be adjusted as provided for below
in this Section (the Exercise Price, and the Exercise Price, as thereafter then
adjusted, shall be included in the definition of Exercise Price) and the
Exercise Price from time to time shall be further adjusted as provided for below
in this Section. Upon each adjustment of the Exercise Price, the Holder shall
thereafter be entitled to receive upon exercise of this Warrant, at the Exercise
Price resulting from such adjustment, the number of shares of Common Stock
obtained by (a) multiplying the Exercise Price in effect immediately prior to
such adjustment by the number of shares of Common Stock purchasable hereunder
immediately prior to such adjustment and (b) dividing the product thereof by the
Exercise Price resulting from such adjustment. The Exercise Price shall be
adjusted as follows:

         (i) In the case of any amendment to the Company's Certificate of
Incorporation to change the designation of the Common Stock or the rights,
privileges, restrictions or conditions in respect to the Common Stock or
division of the Common Stock, this Warrant shall be adjusted so as to provide
that upon exercise thereof, the Holder shall receive, in lieu of each share of
Common Stock theretofore issuable upon such exercise, the kind and amount of
shares, other securities, money and property receivable upon such designation,
change or division by the Holder issuable upon such exercise had the exercise
occurred immediately prior to such designation, change or division. This Warrant

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<PAGE>


shall be deemed thereafter to provide for adjustments that shall be as nearly
equivalent as may be practicable to the adjustments provided for in this
Section. The provisions of this Subsection (i) shall apply in the same manner to
successive reclassifications, changes, consolidations and mergers.

         (ii) If the Company shall at any time subdivide its outstanding shares
of Common Stock into a greater number of shares of Common Stock, or declare a
dividend or make any other distribution upon the Common Stock payable in shares
of Common Stock, the Exercise Price in effect immediately prior to such
subdivision or dividend or other distribution shall be proportionately reduced,
and conversely, in case the outstanding shares of Common Stock shall be combined
into a smaller number of shares of Common Stock, the Exercise Price in effect
immediately prior to such combination shall be proportionately increased.

         (iii) If the Company shall, through either a private placement or a
public offering (but other than pursuant to options granted under the Company's
stock option plans or shares or options issued in an acquisition or shares
issuable upon conversion of shares of the Company's convertible debentures or
shares issuable pursuant to the exercise of warrant or options outstanding on
the original issuance date of this Warrant) issue shares of Common Stock, or
options to purchase Common Stock or rights to subscribe for Common Stock or
securities convertible into or exchangeable for Common Stock at a price (such
price, if other than cash, as determined by the Board of Directors) less than
the Exercise Price (the "Lower Price"), the Exercise Price shall be
automatically thereinafter be reduced to the Lower Price. Notwithstanding the
foregoing, in no event shall the Exercise Price ever be increased as a result of
this Subsection (iii). There will be no adjustment in the event that the Company
pays a dividend in cash to its holders of Common Stock; provided, however, the
Company will give the Holder written notice at least thirty (30) calendar days
prior to the record date for the cash dividend, that the Company intends to
declare a cash dividend.

         (iv) If any capital reorganization or reclassification of the capital
stock of the Company, or any consolidation or merger of the Company with or into
another corporation or other entity, or the sale of all or substantially all of
the Company's assets to another corporation or other entity shall be effected in
such a way that holders of shares of Common Stock shall be entitled to receive
stock, securities, other evidence of equity ownership or assets with respect to
or in exchange for shares of Common Stock, then, as a condition of such
reorganization, reclassification, consolidation, merger or sale (except as
otherwise provided below in this Section) lawful and adequate provisions shall
be made whereby the Holder shall thereafter have the right to receive upon the
exercise hereof upon the basis and upon the terms and conditions specified
herein, such shares of stock, securities, other evidence of equity ownership or
assets as may be issued or payable with respect to or in exchange for a number
of outstanding shares of such Common Stock equal to the number of shares of
Common Stock immediately theretofore purchasable and receivable upon the
exercise of this Warrant under this Section had such reorganization,
reclassification, consolidation, merger or sale not taken place, and in any such
case appropriate provisions shall be made with respect to the rights and
interests of the Holder to the end that the provisions hereof (including,
without limitation, provisions for adjustments of the Exercise Price and of the
number of shares of Common Stock receivable upon the exercise of this Warrant)

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<PAGE>


shall thereafter be applicable, as nearly as may be, in relation to any shares
of stock, securities, other evidence of equity ownership or assets thereafter
deliverable upon the exercise hereof including an immediate adjustment, by
reason of such consolidation or merger, of the Exercise Price to the value for
the Common Stock reflected, by the terms of such consolidation or merger if the
value so reflected is less than the Exercise Price in effect immediately prior
to such consolidation or merger. Subject to the terms of this Warrant, in the
event of a merger or consolidation of the Company with or into another
corporation or other entity as a result of which the number of shares of common
stock of the surviving corporation or other entity issuable to investors of
Common Stock, is greater or lesser than the number of shares of Common Stock
outstanding immediately prior to such merger or consolidation, then the Exercise
Price in effect immediately prior to such merger or consolidation shall be
adjusted in the same manner as though there were a subdivision or combination of
the outstanding shares of Common Stock. The Company shall not effect any such
consolidation, merger or sale, unless, prior to the consummation thereof, the
successor corporation (if other than the Company) resulting from such
consolidation or merger or the corporation purchasing such assets shall assume
by written instrument executed and mailed or delivered to the Holder, the
obligation to deliver to the Holder such shares of stock, securities, other
evidence of equity ownership or assets as, in accordance with the foregoing
provisions, the Holder may be entitled to receive or otherwise acquire. If a
purchase, tender or exchange offer is made to and accepted by the holders of
more than fifty (50%) percent of the outstanding shares of Common Stock, the
Company shall not effect any consolidation, merger or sale with the person
having made such offer or with any affiliate of such person, unless prior to the
consummation of such consolidation, merger or sale the Holder shall have been
given a reasonable opportunity to then elect to receive upon the exercise of
this Warrant the amount of stock, securities, other evidence of equity ownership
or assets then issuable with respect to the number of shares of Common Stock in
accordance with such offer.

         (v) In case the Company shall, at any time prior to exercise of this
Warrant, consolidate or merge with any other corporation or other entity (where
the Company is not the surviving entity) or transfer all or substantially all of
its assets to any other corporation or other entity, then the Company shall, as
a condition precedent to such transaction, cause effective provision to be made
so that the Holder upon the exercise of this Warrant after the effective date of
such transaction shall be entitled to receive the kind and, amount of shares,
evidences of indebtedness and/or other securities or property receivable on such
transaction by the Holder of the number of shares of Common Stock as to which
this Warrant was exercisable immediately prior to such transaction (without
giving effect to any restriction upon such exercise); and, in any such case,
appropriate provision shall be made with respect to the rights and interest of
the Holder to the end that the provisions of this Warrant shall thereafter be
applicable (as nearly as may be practicable) with respect to any shares,
evidences of indebtedness or other securities or assets thereafter deliverable
upon exercise of this Warrant. Upon the occurrence of any event described in
this Subsection (v), the Holder shall have the right to (i) exercise this
Warrant immediately prior to such event at an Exercise Price equal to lesser of
(1) the then Exercise Price or (2) the price per share of Common Stock paid in
such event, or (ii) retain ownership of this Warrant, in which event,
appropriate provisions shall be made so that the Warrant shall be exercisable at
the Holder's option into shares of stock, securities or other equity ownership
of the surviving or acquiring entity,

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<PAGE>


     12. Notice of Adjustment. Whenever the Exercise Price shall be adjusted
pursuant to this Section the Company shall promptly mail by registered or
certified mail, return receipt requested, to the Holder notice of such
adjustment or adjustments a certificate signed by its President or Vice
President and by its Treasurer, or Secretary, setting forth, in reasonable
detail, the event requiring the adjustment, the amount of the adjustment, the
method by which such adjustment was calculated (including a description of the
basis on which the Board of Directors of the Company made any determination
hereunder), and the Exercise Price after giving effect to such adjustment and
the number of Warrant Shares (and other securities or property) purchasable upon
the exercise of this Warrant, and shall cause copies of such certificates to be
mailed (by first-class mail, postage prepaid) to the Holder. The Company shall
make such certificate and mail it to the Holder immediately after each
adjustment.

     13. 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 Common Stock
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 shares of the Company's Common
Stock upon the exercise of the purchase rights under this Warrant. The Company
will take all such action as may be necessary to assure that such shares of
Common Stock may be issued as provided herein without violation of any
applicable law or regulation, or of any requirements of the domestic securities
exchange or market upon which the Common Stock may be listed.

     14. Miscellaneous.

         (a) Issue Date; Choice of Law; Venue; Jurisdiction. The provisions of
this Warrant shall be construed and shall be given effect in all respects as if
it had been issued and delivered by the Company on the date hereof. This Warrant
shall be binding upon any successors or assigns of the Company. This Warrant
will be exclusively construed and enforced in accordance with and governed
exclusively by the laws of the State of New York, except for matters arising
under the Securities Act, without reference to principles of conflicts of law.
The parties consent to the exclusive jurisdiction of the U.S. District Court
sitting in the Southern District of the State of New York in connection with any
dispute arising under this Warrant and hereby waives, to the maximum extent
permitted by law, any objection, including any objection based on forum non
conveniens, to the bringing of any such proceeding in such jurisdictions. Each
party hereby agrees that if the other party to this Warrant obtains a judgment
against it in such a proceeding, the party which obtained such judgment may
enforce same by summary judgment in the courts of any country having
jurisdiction over the party against whom such judgment was obtained, and each
party hereby waives any defenses available to it under local law and agrees to
the enforcement of such a judgment. Each party to this Warrant irrevocably
consents to the service of process in any such proceeding by the mailing of
copies thereof by registered or certified mail, postage prepaid, to such party
at its address set forth herein. Nothing herein shall affect the right of any
party to serve process in any other manner permitted by law. Each party waives
its right to a trial by jury.

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<PAGE>


         (b) Restrictions. The Holder acknowledges that the Warrant Shares
acquired upon the exercise of this Warrant, if not registered (or if no
exemption from registration exists), will have restrictions upon resale imposed
by state and federal securities laws. Each certificate representing the Warrant
Shares issued to the Holder upon exercise (if not registered or if no exemption
from registration exists) will bear the following legend:

     "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
     UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR
     APPLICABLE STATE SECURITIES LAWS, AND, ACCORDINGLY, MAY NOT BE OFFERED OR
     SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH
     SECURITIES UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR
     PURSUANT TO AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY
     THAT THERE IS AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT
     TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT."

         (c) Modification and Waiver. This Warrant and any provisions hereof may
be changed, waived, discharged or terminated only by an instrument in writing
signed by the party against which enforcement of the same is sought.

         (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 or shall be sent by certified or registered mail, postage prepaid, to
the Holder at its address as shown on the books of the Company or to the Company
at the address set forth in the Agreement.

     15. "Piggy-Back" Registration. In addition to any other registration rights
the Holder may have, in the event all of the Warrant Shares are not included in
an effective registration statement, the Holder shall have the right to include
all of the Warrant Shares (also referred to as the "Registrable Securities") as
part of any registration of securities filed by the Company (other than in
connection with a transaction contemplated by Rule 145(a) promulgated under the
Act or pursuant to Form S-8) and must be notified in writing of such filing.
Holder shall have five (5) business days to notify the Company in writing as to
whether the Company is to include Holder or not include Holder as part of the
registration; provided, however, that if any registration pursuant to this
Section shall be underwritten, in whole or in part, the Company may require that
the Registrable Securities requested for inclusion pursuant to this Section be
included in the underwriting on the same terms and conditions as the securities
otherwise being sold through the underwriters. If in the good faith judgment of
the underwriter evidenced in writing of such offering only a limited number of
Registrable Securities should be included in such offering, or no such shares
should be included, the Holder, and all other selling stockholders, shall be
limited to registering such proportion of their respective shares as shall equal
the proportion that the number of shares of selling stockholders permitted to be

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registered by the underwriter in such offering bears to the total number of all
shares then held by all selling stockholders desiring to participate in such
offering. In addition, the Company will file a Registration Statement on Form
S-3 (or other equivalent form) for the Warrant Shares as soon as it is eligible
to do so (but no later than 10 months after the Effective Date) and will keep
such Registration Statement effective for a period of 30 days after the
Termination Date.

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<PAGE>


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

Dated:  January  , 2000

                                            Intelliworxx, Inc.



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


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                               NOTICE OF EXERCISE



To:      Intelliworxx, Inc.


(1) The undersigned hereby elects to purchase ________ shares of Common Stock of
Intelliworxx, Inc. pursuant to the terms of the attached Warrant, and tenders
herewith payment of the purchase price in full, together with all applicable
transfer taxes, if any.

(2) Upon exercise pursuant to this Notice of Exercise, the undersigned will not
own 4.99% or more of the then issued and outstanding shares of Common Stock of
the Company.

(3) Please issue a certificate or certificates representing said shares of
Common Stock in the name of the undersigned or in such other name as are
specified below:

                           -------------------------------
                           (Name)

                           -------------------------------
                           (Address)
                           -------------------------------


Dated:
------------------------------
Signature


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<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 an fiduciary or other representative
capacity should file proper evidence of authority to assign the foregoing
Warrant.


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