WARRANTS FOR THE PURCHASE
                           OF SHARES FOR COMMON STOCK

                                       OF

                            REGENESIS HOLDINGS, INC.

1,000,000 Shares                                               No. ____________

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         FOR VALUE RECEIVED, Regenesis Holdings, Inc. (the "Company"), a Florida
corporation, hereby certifies that Triad Petroleum, LLC or its designee or
assigns, ("Holder"). is entitled to purchase from the Company, at any time or
from time to time after the Share Sale and Contribution Agreement (the
"Agreement") is terminated without a closing thereunder, and prior to 5:00 P.M.,
New York City time then current, on September 8, 2002, fully paid and
non-assessable shares of common stock, $0.01 par value, of the Company at the
aggregate purchase price of $750,000.00 (computed on the basis of: 1,000,000
shares at ten cents (.10) per share). The aforementioned shares shall only vest
upon termination of the Agreement and not subject to cancellation. (Hereinafter,
(i) said common stock, together with any other equity securities which may be
issued by the Company with respect thereto or in substitution therefore, is
referred to as "Common Stock," (ii) the shares of the Common Stock purchasable
hereunder are referred to as the "Warrant Shares," (iii) the aggregate purchase
price payable hereunder for the Warrant Shares is referred to as the "Aggregate
Warrant Price," and (iv) this warrant and all warrants hereafter issued in
exchanged or substitution for this warrant are referred to as "Warrants") The
Aggregate Warrant Price is not subject to adjustment.

1.       Exercise of Warrant.

         (a)      This Warrant may be exercised, in whole at any time or in part
                  from time prior to 5:00 P.M., New York City time then current,
                  on September 8, 2002 (the "Expiration Date"), by the Holder of
                  this Warrant by the surrender of this Warrant (with the
                  subscription form at the end hereof duly executed) at the
                  address set forth in Subsection 10(a) hereof, together with
                  proper payment of the Aggregate Warrant Price (including proof
                  of any prepayment pursuant to Section (b) below), or the
                  proportionate part thereof if this Warrant is exercised in
                  part. Payment for the Warrant Shares shall be made by check,
                  payable to the order of the Company. If this Warrant is
                  exercised in part, this Warrant must be exercised for a number
                  if whole shares of the Common Stock, and the Holder is enticed
                  to receive a new Warrant covering the number of Warrant Shares
                  in respect of which this Warrant has not been exercised and
                  setting forth the proportioned part of the Aggregate Warrant




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                  applicable to such Warrant Shares. Upon such exercise and
                  surrender of this Warrant, the Company will (i) issue a
                  certificate or certificates in the name of the Holder for the
                  largest number of whole shares of the Common Stock to which
                  the Holder shall be entitled and, if this Warrant is exercise
                  in whole, in lieu of any fractional share of the Common Stock
                  to which the Holder shall be entitled, pay cash equal to the
                  fair value of such fractional share (determined in such
                  reasonable manner as the Board of Directors of the Company
                  shall determine), and (ii) deliver the order securities and
                  properties receivable upon the exercise of this Warrant, or
                  the proportionate part thereof if this Warrant is exercised in
                  part, pursuant to the provisions of this Warrant.

         (b)      As a credit and prepayment against the Aggregate Warrant
                  Price, the Holder shall receive a credit for all monies
                  advanced by Holders for expenses of the Company, as well as
                  expenses of the Holder in connection with the acquisition of
                  shares of the Company. By way of example, if Holder advances
                  $15,000 for the Company's accountants, and also incurs $15,000
                  in legal fees to Holder's counsel, Holder shall be deemed to
                  have prepaid $30,000 toward the Aggregate Warrant Price upon
                  exercise of the Warrants.

2.       Reservation of Warrant Shares.

         The Company agrees that, prior to the expiration of this Warrant, the
Company will at all times have authorized and in reserve, and will keep
available, solely for issuance or delivery upon the exercise of this Warrant,
such number of shares of the Common Stock and such amount of other securities
and properties as from time to time shall be deliverable to holder upon the
exercise if this Warrant, free and clear of all restrictions on sale or transfer
(except such as may b imposed under applicable federal and state securities
laws) and free and clear of all preemptive rights and all other rights to
purchase securities of the Company.

3.       Protection Against Dilution.

         (a)      If, at any time or from time to time after the date of this
                  Warrant, the Company shall distribute to the holders of its
                  outstanding Common Stock, (i) securities, other than shares of
                  Common Stock, or (ii) property, other than cash not out of
                  earned surplus, without payment therefore, then and in each
                  such case, the Holder, upon the exercise of this Warrant,
                  shall be entitled to received the securities and property
                  which the Holder would hold on the date of such exercise if,
                  on the date of this Warrant the Holder had been the holder of
                  record of the number of shares of the Common Stock subscribed
                  for upon such exercised and, during the period from the date
                  of this Warrant to and including the date of such exercise,
                  had retained such shares and the securities and properties
                  receivable by the Holder during such period. Notice of each
                  such distribution shall be forthwith mailed to the Holder.

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         (b)      If, at any time or from time to time after the date of this
                  Warrant, the Company shall (i) pay dividend or make a
                  distribution of its capital stock in shares of 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 or (iv) issue
                  by reclassification of its Common Stock any shares of capital
                  stock of the Company, the Per Share Price Warrant Price and
                  Warrant Shares in effect immediately prior to such action
                  shall be adjusted so that the Holder of any Warrant thereafter
                  exercised shall be entitled to receive the number of shares of
                  Common Stock or other capital stock of the Company which he
                  would have owned or been entitled to received at Aggregate
                  Warrant Price he would have paid or have been entitled to pay
                  immediately following the happening of any of the events
                  described above had such Warrant been exercised immediately
                  prior thereto. An adjustment made pursuant to this (b) shall
                  become effective immediately after the record date in the case
                  of a dividend or distribution and shall become effective
                  immediately after the effective date in the case of a
                  subdivision, combination or reclassification. If, as a result
                  of an adjustment made pursuant to this (b), the holder of any
                  Warrant thereafter surrendered for exercise shall become
                  entitled to receive shares of two or more classes of capital
                  stock or shares of Common Stock and other capital Stock of the
                  Company, Board of Directors (whose reasonable determination
                  shall be described in a written notice to the Holder of any
                  Warrant promptly after such adjustment) shall determined the
                  allocation of the adjusted Per Share Warrant Price between or
                  among shares of such classes or capital stock or shares of
                  Common Stock and other capital stock.

         (c)      Except as provided in 3(e), in case the company shall
                  hereafter issue or sell any shares of Common Stock for a
                  consideration Per Share Warrant Price in effect immediately
                  prior to such issuance or sale, the Per Share Warrant Price
                  shall be adjusted as of the date such issuance or sale so that
                  the same shall equal the price determined by dividing (i) the
                  sum of (A) the number shares of Common Stock outstanding
                  immediately prior to such issuance or sale multiplied by the
                  Per Share Warrant Price plus (B) the consideration received by
                  the Company upon such issuance or sale by (ii) the total
                  number of shares of Common Stock outstanding after issuance or
                  sale.

         (d)      Except as provided in 3(e) in case the Company shall hereafter
                  issue or sell any rights, option warrants or securities
                  convertible into Common Stock entitling the holders thereof to
                  purchase the Common Stock or to convert such securities into
                  Common Stock at a price per share (determined by dividing (i)
                  the total amount, if any received or receivable by the Company
                  in consideration of the issuance or sale of such rights,
                  options, warrants or

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                  convertible securities plus the total consideration, if any,
                  payable to the Company upon exercise or conversion thereof
                  (the "Total Consideration") by (ii) the number of additional
                  shares of Common Stock issuable upon exercise or conversion of
                  such securities) less than the then Per Share Warrant Price in
                  effect on the date of such issuance or sale, the Per Share
                  Warrant Price shall be adjusted as of the date of such
                  issuance or sale so that the same shall equal the price
                  determined by dividing (i) the sum of (A) the number shares of
                  Common Stock outstanding on the of such issuance or sale
                  multiplied by Per Share Price plus (B) the total Consideration
                  by (ii) the number of shares of Common Stock outstanding on
                  the date such issuance or sale plus maximum number of
                  additional shares of Common Stock issuable upon exercise or
                  conversion of such securities.

         (e)      No adjustment in the Per Share Warrant Price shall be required
                  in the case of (i) the issuance of Common Stock upon the
                  exercise of options which may be granted in the ordinary
                  course of business under the Company's official employee stock
                  option plan as in effect on the date hereof or (ii) the
                  issuance of shares pursuant to the exercise of this Warrant.

         (f)      In case of any consolidation or merger to which the Company is
                  a party other than a merger or consolidation in which the
                  Company's is the continuing corporation, or in case of any
                  sale or conveyance to another entity of the assets or other
                  property of the Company as an entirety or substantially as an
                  entirety, or in the case of any statutory exchange of
                  securities with another entity (including any exchange
                  effected in connection with a merger of any other corporation
                  with the Company), the Holder of this Warrant shall have the
                  right thereafter convert such Warrant into the kind and amount
                  of securities, cash or other property which he would have
                  owned or have been entitled to received immediately after such
                  consolidation, merger, statutory, exchange, sale or conveyance
                  had this Warrant been exercised immediately prior to the
                  effective date of such consolidation, merger, statutory
                  exchange, sale or conveyance and in any such case, if
                  necessary, appropriate adjustments shall be made in the
                  application of the provisions set forth in this Section 3 with
                  respect to the rights and interests thereafter of the Holder
                  of this Warrant to the end that provisions set forth in
                  Section 3 shall thereafter correspondingly be made applicable,
                  as nearly as may reasonably be, in relation to any shares of
                  stock or other securities or property thereafter deliverable
                  on the exercise of this Warrant. The above provisions of this
                  3(f) shall similarly apply to successive consolidations,
                  mergers statutory exchanges, sales or conveyances. Notice of
                  any such consolidation, merger, statutory exchange, sale or
                  conveyance, and of said provisions so propose to be made,
                  shall be mailed to the Holder not less than twenty (20) days
                  prior to such event. A sale of all pr substantially all of the
                  assets of the Company

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                  for a consideration consisting primarily of securities shall
                  be deemed a consolidation merger for the foregoing purposes.

         (g)      Whenever the Per Share Warrant Price is adjusted as provided
                  in this Section 3 and upon any modification of the rights of
                  the Holder of this Warrant in accordance with this Section 3,
                  Company shall, at its own expense, within ten (10) days of
                  such adjustment or modification, deliver to the holder of this
                  Warrant a certificate of the principal financial officer of
                  the Company setting forth the Per Share Warrant Price and the
                  number of Warrant Shares after such adjustment or the effect
                  of such modification, a brief statement of the facts requiring
                  such adjustment or modification and the manner of computing
                  the same. In addition, within thirty (30) days of the end of
                  the Company's fiscal year next following any such adjustment
                  or modification, the Company shall, at its own expense,
                  deliver to the Holder of this Warrant a certificate of a firm
                  of independent public accountants of recognized standing
                  reasonably selected by the Board of Directors (which may be
                  the regular auditors of the Company) setting forth the same
                  information as required by such principal financial officer
                  certificate.

         (h)      If the Board of Directors of the Company shall declare any
                  dividend or other distribution in cash with respect to the
                  Common Stock, other than out of earned surplus, the Company
                  shall mail notice thereof to the Holder not less than twenty
                  (20) days prior to the record date fixed for determining
                  shareholders entitled to participate in such dividend or other
                  distribution.

4.       Fully Paid Stock: Taxes.

         The Company agrees that the shares of the Common Stock represented by
each and every certificate for Warrant Shares delivered on the exercise of this
Warrant in accordance with the terms hereof shall, at the time of such delivery,
be validly issued and outstanding, fully paid and non-assessable and not subject
to preemptive rights or other contractual rights to purchase securities of the
Company, and the Company will take all such actions as may be necessary to
assure that the par value, if any, per share of the Common Stock is at all times
equal to or less than the then Per Share Warrant Price. The Company further
covenants and agrees that if it will pay, when due and payable, any and all
federal and state stamp, original issue or similar taxes which may be payable in
respect of the issue of any Warrant Share or certificate.

5.       Registration Under Securities Act of 1933.

         (a)      The Company agrees that if, at any times and from time to time
                  during the period ending on September 8, 2002 the Holder
                  and/or the holders of any other Warrants and/or Warrant Shares
                  who or which shall hold not less than

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                  50% of the Warrants and/or Warrant Shares outstanding at such
                  time not previously sold pursuant to this Section 5, request
                  that the Company file a registration statement under the
                  Securities Act of 1933 (the "Act") covering all or any of the
                  Warrant Shares, the Company will (i) promptly notify the
                  Holder and all other registered holders, if any, of other
                  Warrants and/or Warrant Shares that such registration
                  statement will be filed and that the Warrant Shares which are
                  then held, and/or which may be acquired upon the exercise of
                  Warrants, by the Holder and such holders will be included in
                  such registration statement at the Holder's and such holder's
                  request (ii) cause such registration statement to cover all
                  Warrant Shares which it has been so requested to include,
                  (iii) use its best efforts to cause such registration
                  statement to become effective as soon as practicable and to
                  remain effective and current and (iv) take all other action
                  necessary under any federal or state law or regulation of any
                  governmental authority to permit all Warrant Shares which it
                  has been so requested to include in such registration
                  statement to be sold or otherwise disposed of and will
                  maintain such compliance with each such federal and state law
                  and regulation of any governmental authority for the period of
                  necessary for the Holder and such holders to effect the
                  proposed sale or other disposition.

         (b)      The Company agrees that if, at any time and from time to time
                  Board of Directors of the Company shall authorize the filing
                  of registration statement (any such registration statement
                  being sometimes hereinafter called a "Subsequent Registration
                  Statement ") under the Act (otherwise than pursuant to 5(a)
                  hereof) in connection with the proposed offer to any of its
                  securities by it or any of its shareholders, the Company will
                  (i) promptly notify the Holder and all other registered
                  holder, if any, of other Warrants and/or Warrant Shares that
                  such Subsequent Registration Statement will be filed and the
                  Warrant Shares which are then held, and/or which may be
                  acquired upon the exercise of the Warrants, by the Holder and
                  such Holders will be included in such Subsequent Registration
                  Statement at the Holder's and such holder's request, (ii)
                  cause such Subsequent Registration Statement to cover all
                  Warrant Shares which it has been so requested to include,
                  (iii) cause such Registration Statement to become effective as
                  soon as practicable and to remain effective and current and
                  (iv) take all other action necessary under any federal or
                  state law regulation of any governmental authority to permit
                  all Warrant Shares which it has been so requested to include
                  in such Subsequent Registration Statement to be sold or
                  otherwise disposed of governmental authority for the period
                  necessary for the Holder and such holders to effect the
                  proposed sale or other disposition.

         (c)      Whenever the Company is required pursuant to the provisions of
                  this Section 5 to include Warrant Shares in a Subsequent
                  Registration Statement or in a

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                  registration statement pursuant to 5(a) hereof, the Company
                  shall (i) furnish each holder of any such Warrant Shares and
                  each underwriter of such Warrant Shares with such copies of
                  the prospectus, including the preliminary prospectus,
                  conforming to the Act (and such other documents as each such
                  holder or each such underwriter may reasonably request ) in
                  order to facilitate the sale or distribution of the Warrant
                  Shares, (ii) use its best efforts to register or qualify such
                  Warrant Shares under the blue sky laws (to the extend
                  applicable) of such jurisdiction or jurisdiction as the
                  holders of any such Warrant Shares and each underwriter of
                  Warrant Shares being sold by such holders shall reasonably
                  request and (iii) take such other actions as may be reasonably
                  necessary or advisable to enable such holders and such
                  underwriters to consummate the sale or distribution in such
                  jurisdiction or jurisdiction in which such holders shall have
                  reasonably requested that the Warrant Shares be Sold.

         (d)      The Company shall pay all expenses incurred in connection with
                  any registration or other action pursuant to the provision of
                  this Section 5, including the attorney's fees and expenses of
                  the holders(s) of the Warrant Shares covered by such
                  registration incurred in connection with such registration or
                  other action other than underwriting discounts and applicable
                  transfer taxes relating to the Warrants Shares.

         (e)      The " Market Price" of Common Stock shall mean the price of a
                  share of Common Stock on the relevant date, determined on the
                  basis of the last reported sale price of Common Stock as
                  reported on the NASDAQ National Market System ("NASDAQ") or,
                  if there is no such reported sale on the day in question, on
                  the basis of the average of the closing bid and asked
                  quotations as so reported or, if the Common Stock is not
                  listed on NASDAQ, the last reported sale price of the Common
                  Stock on such other national securities exchange upon which
                  the Common Stock is listed or, on any national securities
                  exchange, on the basis of the basis of the closing bid and
                  asked quotations on the day in question in the
                  over-the-counter market as reported by National Association of
                  Securities Dealers' Automated Quotations System or, if not so
                  quoted, as reported by National Quotation Bureau, Incorporated
                  or any similar organization or, if not so reported, by a
                  qualified, independent third party appraiser jointly selected
                  by the holders of the Warrants and the Company whose cost
                  shall be borne by the Company.

6.       Indemnification.

         (a)      The Company agrees to indemnify and hold harmless each selling
                  holder of Warrant Shares and each person who controls any such
                  selling holder within the meaning of Section 15 of the Act,
                  and each and all of them, from and

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                  against any and all losses, claims, damage, liabilities or
                  actions, joint or several, to which any selling holder of
                  Warrant Shares or they or any of them may become subject under
                  the Act or otherwise and to reimburse the persons indemnified
                  as above for any legal or other expenses (including the cost
                  of, and for the personnel time spent in connection with, any
                  investigation, testimony and preparation) incurred by them in
                  connection with any litigation or threatened litigation,
                  whether or not resulting in any liability, but only insofar as
                  such losses, claims, damages liabilities or actions arise out
                  of, or are based upon,(i) any untrue statement or alleged
                  untrue statement of a material fact contained in any
                  registration statement pursuant to which Warrant Shares were
                  registered under the Act (hereinafter called "Registration
                  Statement"), any preliminary prospectus, the final prospectus
                  or any amendment or supplement thereto (or in any application
                  or document filed in connection therewith) or document
                  executed by the Company based upon written information
                  furnished by or on behalf of the Company filed in any
                  jurisdiction in order to register or qualify the Warrant
                  Shares under the securities laws thereof or the omission or
                  alleged to state omission to state therein a material fact
                  required to be stated or necessary to make the statements
                  therein, in the light of the circumstances under which they
                  were made, not misleading, or (ii) the employment by the
                  Company of any device, scheme or artifice to defraud, or the
                  engaging by the Company in any act, practice or courses of
                  business which operates or would operate as a fraud or deceit,
                  or any conspiracy with respect thereto, in which the Company
                  shall participate, in connection with the issuance and sale of
                  any of the Warrant Shares; provided, however that (i) the
                  indemnity agreement contained in this (a) shall not extend to
                  any selling holder of Warrant Shares in respect of any such
                  losses, claims , damages, liabilities or actions arising out
                  of, arising out of, or based upon, any such untrue statement
                  or alleged untrue statement, or any such omission or alleged
                  omission, if such statement or omission was based upon and
                  made in conformity with information furnished in writing to
                  the Company by selling holder of Warrant Shares specifically
                  for use in connection with the preparation of such
                  Registration Statement, any final prospectus, any preliminary
                  prospectus or any such amendment or supplement thereto. The
                  Company agrees to pay any legal and other expenses for which
                  it is liable under this (a) from time to time within thirty
                  (30) days after its receipt of a bill therefore.

         (b)      Each selling holder of Warrant Shares, severally and not
                  jointly, will indemnify and hold harmless the Company its
                  directors, its officers who shall have signed the Registration
                  Statement and each person, if any, who controls the Company
                  within the meaning of Section 15 of the Act to the same extend
                  as the foregoing indemnity from the Company, but in each case
                  to the extend, and only to extend, that any statement in or
                  omission from or alleged

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                  omission from such Registration Statement, any final
                  prospectus, any preliminary prospectus or any amendment or
                  supplement thereto was made in reliance upon information
                  furnished in writing to the Company by such selling holder
                  specifically for use in connection any such amendment or
                  supplement thereto; provided, however, that the total
                  obligation of any holder of Warrant Shares to indemnify any
                  and all such indemnified parties the provision of this (b)
                  shall be limited to the product of the number of Warrant
                  Shares being sold by the selling holder and the excess of the
                  Market Price of the Common Stock on the date of the sale to
                  the public of these Warrant Shares over the Per Share Warrant
                  Price. Each selling holder of Warrant Shares to pay any legal
                  and other expenses for which it is liable under (b) from time
                  to time thirty (30) days after receipt of a bill therefore.

         (c)      If any action is brought against a person entitled to
                  indemnification pursuant to the foregoing 6 (a) or (b) (an
                  "indemnified party") in respect of which indemnity may be
                  sought against a person granting indemnification (an
                  "indemnifying party") pursuant to such 6 (a) or (b), such
                  indemnified party shall promptly notify such indemnifying
                  party in writing of the commencement thereof; but the omission
                  to so notify the indemnifying party of any such action shall
                  not release the indemnifying party from any liability it may
                  have to such indemnified party in accordance with (a) or (b)
                  of this Section 6. In case any such action is brought against
                  an indemnified party and it notifies an indemnifying party of
                  the commencement thereof, the indemnifying party against which
                  a claim is to be made will entitled to participate therein at
                  its own expense and, to the extend that it may wish, to assume
                  at its own expense the defense thereof, with counsel
                  reasonably satisfactory to such indemnified party; provided,
                  however, that (i) if the defendants in any such action include
                  both the indemnified party and the indemnifying party shall
                  have reasonably concluded based upon advice of counsel that
                  there may be legal defenses available to it and/or other
                  indemnified parties which are different from or additional to
                  those available to the indemnifying party shall have the right
                  to select separate counsel to assume such legal defenses and
                  otherwise to participate in the defense of such action on
                  behalf of such indemnified party or parties and (ii) in any
                  event, the indemnified party shall be entitled to have counsel
                  chosen by such indemnified party participate in, but not
                  conduct, the defense at the expense of the indemnifying party.
                  Upon receipt of notice from indemnified party to such
                  indemnified party of its election to as assume the defense of
                  such action and approval by the indemnified party of counsel,
                  the indemnifying party will not be liable to such indemnified
                  party under this Section 6 for any legal or other expenses
                  subsequently incurred by such indemnified party in connection
                  with the defense thereof (i) the indemnified party shall have
                  employed such counsel in connection with the assumption of
                  legal defense

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                  in accordance with provisos (i) or (ii) to the preceding
                  sentence (it being understood, however, that the indemnifying
                  party shall not be liable for the expenses of more than one
                  separate counsel), (ii) the indemnifying party shall not have
                  employed counsel reasonably satisfactory to the indemnified
                  party to represent the indemnified party within a reasonable
                  time after notice of commencement of the action or (iii) the
                  indemnifying party has authorized the employment of counsel
                  for the indemnified party at the expense of the indemnifying
                  party. An indemnifying party shall not be liable for any
                  settlement of any action or proceeding effected by an
                  indemnified party without the indemnifying party's written
                  consent, which consent shall not be unreasonably withheld.

         (d)      In order to provide for an equitable contribution in
                  circumstances in which the indemnity agreement provided for in
                  (a) of this Section 6 is unavailable to a selling holder of
                  Warrant Shares in accordance with its terms, the Company and
                  the selling holder of Warrant Shares shall contribute to the
                  aggregate losses, claims, damages and liabilities, of the
                  nature contemplated by said indemnity agreement, incurred by
                  the Company and the selling holder of Warrant Shares, in such
                  proportions as is appropriate to reflect the relative benefits
                  received by the Company and the selling holder of Warrant
                  Shares from any offering of the Warrant Shares; provided,
                  however, that if such allocation is not permitted by
                  applicable law or if the indemnified party failed to give the
                  notice required under (c) of this Section 6, then the relative
                  fault of the Company and the selling holder of Warrant Shares
                  in connection with the statements or omissions which resulted
                  in such losses, claims, damages and liabilities and other
                  relevant equitable considerations will be considered together
                  with such relative benefits and provided, however, that the
                  limitations in the proviso in (b) of this Section 6 shall
                  apply in all cases.

         (e)      The respective indemnity and contribution agreements by the
                  Company and the selling holder of Warrant Shares in (a), (b),
                  (c) and (d) of this Section 6 shall remain operative and in
                  full force and effect regardless of (i) any investigation made
                  by any selling holder of Warrant Shares or by or on behalf of
                  any person who controls such selling holder or by Company or
                  any controlling person of the Company or any director or any
                  officer of the Company, (ii) payment for any of the Warrant
                  Shares or (iii) any termination of this Agreement, and shall
                  survive the delivery of the Warrant Shares, and heir or
                  successor of the Company, or of any selling holder of Warrant
                  Shares, as the case may be, shall be entitled to the benefit
                  of such respective indemnity and contribution agreements. The
                  respective indemnity and contribution agreements by the
                  Company and the selling holder of Warrant Shares contained in
                  (a),(b),(c) and (d) of this Section 6 shall be in addition to

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                  any liability which the Company and the selling holder of
                  Warrant Shares may otherwise have.

7.       Limited Transferability.

         (a)      This Warrant is fully transferable or assignable by the Holder
                  except in whole or in part. The Company may treat the
                  registered holder of this Warrant as he/she or it appears on
                  the Company's books at any time as the Holder for all
                  purposes. The Company shall permit any holder of a Warrant of
                  his duty authorized attorney, upon written request during
                  ordinary business hours, to inspect and copy or make extracts
                  from its books showing the registered holders of Warrants. All
                  Warrants will be dated the same date as this Warrant.

         (b)      By acceptance hereof, the Holder represents and warrants that
                  this Warrant is being acquired, and all Warrant Shares to be
                  purchased upon the exercise of this Warrant will be acquired,
                  by Holder solely for the account of such Holder and not with a
                  view to the fractionalization and distribution thereof and
                  will not be sold or transferred except in accordance with the
                  applicable provisions of the Act and the rules and regulations
                  of the Securities and Exchange Commission promulgated
                  thereunder, and the Holder agrees that neither this Warrant
                  not any of the Warrant Shares may be sold or transferred
                  except under cover of a Registration Statement under the Act
                  which is effective and current with respect to such Warrant
                  Shares or pursuant to an opinion, in form and substance
                  reasonably acceptable to the Company's counsel, that
                  registration under the Act is not required in connection with
                  such sale or transfer. Any Warrant Shares issued upon exercise
                  of this Warrant shall bear the following legend:

                  "The securities represented by this certificate have not been
                  registered under the Securities Act of 1933 and are restricted
                  securities within the meaning thereof. Such securities may not
                  be sold or transferred except pursuant to a registration
                  statement under such Act which is effective and current with
                  respect to such securities or pursuant to an opinion of
                  counsel reasonably satisfactory to the issuer of such
                  securities that such sale or transfer is exempt firm the
                  registration requirements of such Act"

8.       Loss, etc., of Warrant.

         Upon receipt of evidence satisfactory to the Company of the loss,
theft, destruction or mutilation of this Warrant, and of indemnity reasonably
satisfactory to the Company, if

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lost, stolen or destroyed, and upon surrender and cancellation of this Warrant,
if mutilated, and upon reimbursement of the Company's reasonable incidental
expenses, the Company shall execute and deliver to the Holder a new Warrant of
like date, tenor and denomination.

9.       Warrant Holder Not Shareholders.

         Except as otherwise provided herein, this Warrant does not confer upon
the Holder any right to vote or to consent to or receive notice as a shareholder
of the Company, as such, in respect of any matters whatsoever, or any other
rights or liabilities as a shareholder, prior to the exercise hereof.

10.      Communication.

         No notice or other communication under this Warrant shall be effective
unless, but any notice or other communication shall be effective and shall be
deemed to have given if, the same is in writing and is mailed by first-class
mail, postage prepaid, addressed to:

         (a)      The Company at ________________________________________,
                  Attention: ______________________ or such other address as the
                  Company has designated in writing to the Holder; or

         (b)      The Holder at 1700 N. Dixie Highway, Suite 125, Boca Raton,
                  Florida , 33432, Attention: Chris Salmonson or such other
                  address as the Holder has designated in writing to the
                  Company.

11.      Headings.

         The headings of this Warrant have been inserted as a matter of
convenience and shall not affect the construction hereof.

12.      Applicable Law.

         This Warrant shall be governed by and construed in accordance with the
laws of the State of Florida without giving effect to the principles of
conflicts of law thereof.

                                  Page 12 of 13


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         IN WITNESS WHEREOF, Regenesis Holdings, Inc. has caused this Warrant to
be signed by its President and its corporate seal to be hereunto affixed and
attested by its Secretary on this ____ day of September, 2000.

ATTEST:

By:
         -------------------
         Secretary

By:
         ---------------------
         President
[Corporate Seal]











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