EXHIBIT 10.2

                            STOCK PURCHASE AGREEMENT

     This STOCK PURCHASE AGREEMENT (the "Agreement") is made and entered into as
of  the 14th day of January, 2004 by and among ENVIRONMENTAL TECHNOLOGIES, INC.,
a  Nevada  corporation (the "Company"), and BARRON PARTNERS LP (the "Investor").

     WHEREAS,  the  Company  is  offering  2,000,000 shares of its common stock,
$0.001  par  value  per share (the "Common Stock") for a purchase price of $1.00
per  share,  1,500,000  cashless  non-callable A Warrant for the purchase of the
Common  Stock  exercisable at $1.00 per share, 1,500,000 cashless and callable B
Warrant  for  the  purchase  of the Common Stock exercisable at $1.00 per share,
2,000,000  cashless  and callable C Warrant for the purchase of the Common Stock
exercisable  at  $2.00  per share, 1,000,000 cashless and callable D Warrant for
the  purchase  of the Common Stock exercisable at $4.00 per share, and 1,000,000
cashless and callable E Warrant for the purchase of the Common Stock exercisable
at  $6.00  per  share  (such shares of the Common Stock and warrants hereinafter
collectively  referred  to  as  the  "Units");  and

     WHEREAS,  the  warrants contained in the Units are hereinafter individually
referred  to  as  a  "Warrant" and collectively as the "Warrants" and all of the
Warrants  are  in  the  form  described  in  Attachment  A  hereto;  and
                                             -------------

     WHEREAS,  the  Investor  wishes  to purchase for the sum of $2,000,000 (the
"Purchase  Price"),  upon  the  terms  and  subject  to  the  conditions of this
Agreement,  all  of  the  Units;  and

     NOW,  THEREFORE,  in  consideration  of  the  mutual covenants and premises
contained herein, and for other good and valuable consideration, the receipt and
adequacy  of  which  are  hereby  conclusively acknowledged, the parties hereto,
intending  to  be  legally  bound,  agree  as  follows:

                                    ARTICLE I
             INCORPORATION BY REFERENCE, SUPERSEDER AND DEFINITIONS

     1.1     Incorporation  by  Reference.  The  foregoing  recitals,  and  all
             ----------------------------
Attachments  hereto  and  referred to herein, are hereby acknowledged to be true
and  accurate,  and  are  incorporated  herein  by  this  reference.

     1.2     Superseder.  This  Agreement, to the extent that it is inconsistent
             ----------
with  any  other  instrument  or  understanding  among the parties governing the
affairs  of the Company, shall supersede such instrument or understanding to the
fullest extent permitted by law.  A copy of this Agreement shall be filed at the
Company's  principal  office.

     1.3     Certain Definitions.  For purposes of this Agreement, the following
             -------------------
capitalized  terms shall have the following meanings (all capitalized terms used
in this Agreement that are not defined in this Article 1 shall have the meanings
set  forth  elsewhere  in  this  Agreement):

          (a)     "1933  Act"  means  the  Securities  Act  of 1933, as amended.

          (b)     "1934  Act"  means  the  Securities  Exchange  Act of 1934, as
amended.

          (c)     "Affiliate"  means a Person or Persons directly or indirectly,
through  one  or more intermediaries, controlling, controlled by or under common
control  with  the  Person(s)  in  question.  The term "control," as used in the
immediately  preceding  sentence,  means,  with  respect  to  a Person that is a
corporation,  the right to the exercise, directly or indirectly, of more than 50
percent  of  the  voting  rights  attributable  to the shares of such controlled
corporation  and,  with  respect  to  a  Person  that  is not a corporation, the
possession,  directly  or  indirectly,  of  the  power  to  direct  or cause the
direction  of  the  management  or  policies  of  such  controlled  Person.

          (d)     "Articles" means the Articles of Incorporation of the Company,
as  the  same  may  be  amended  from  time  to  time.

          (e)     "Closing  Date"  means  January  23,  2004  or upon all of the
conditions  of  Article  VIII  and  Article  IX herein are satisfied, subject to
acceleration  or  postponement  from  time  to  time  as  the parties hereto may


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mutually  agree.  The  closing  (the  "Closing") shall be held at 8513 Rochester
Avenue, Rancho Cucamonga, California 91730 at 2:00 p.m., California time, on the
Closing  Date,  unless  another  hour  or  place  is mutually agreed upon by the
parties  hereto.

          (f)     "Common  Stock"  means  the  shares of the common stock of the
Company,  par  value  $0.001  per  share.

          (g)     "Effective  Date"  shall  mean  the  date  the  Registration
Statement  of  the  Company  covering  the Shares being subscribed for hereby is
declared  effective.

          (h)     "Material Adverse Effect" shall mean any adverse effect on the
business,  operations,  properties or financial condition of the Company that is
material  and  adverse to the Company and its subsidiaries and affiliates, taken
as  a whole and/or any condition, circumstance, or situation that would prohibit
or otherwise materially interfere with the ability of the Company to perform any
of  its  material  obligations  under  this Agreement or the Registration Rights
Agreement  or  to  perform  its  obligations under any other material agreement.

          (i)     "Person"  means  an  individual,  partnership,  firm,  limited
liability  company, trust, joint venture, association, corporation, or any other
legal  entity.

          (j)     "Purchase Price" means the purchase price for the Units, which
is  the  sum  of  $2,000,000.

          (k)     "Registration  Rights  Agreement"  shall mean the registration
rights  agreement  between  the  Investor  and  the  Company  attached hereto as
Attachment  B.
-------------

          (l)     "Registration Statement" shall mean the registration statement
under  the  1933 Act to be filed with the Securities and Exchange Commission for
the  registration  of  the  Shares pursuant to the Registration Rights Agreement
attached  hereto  as  Attachment B.
                      ------------

          (m)     "SEC"  means  the  Securities  and  Exchange  Commission.

          (n)     "SEC  Documents"  shall mean the Company's latest Form 10-K or
10-KSB  as  of  the  time  in  question,  all Forms 10-Q or 10-QSB and 8-K filed
thereafter, and the Proxy Statement for its latest fiscal year as of the time in
question  until such time as the Company no longer has an obligation to maintain
the  effectiveness  of a Registration Statement as set forth in the Registration
Rights  Agreement.

          (o)     "Shares"  shall mean, collectively, the shares of Common Stock
of  the  Company being subscribed for hereunder and those shares of Common Stock
issuable  to  the  Investor  upon  exercise  of  the  Warrants.

          (p)     "Units"  shall  mean the Shares and the Warrants collectively.

          (q)     "Warrants"  shall  mean  the Common Stock purchase warrants in
the  form  attached  hereto  Attachment  A.
                             -------------

                                   ARTICLE II
                SALE AND PURCHASE OF THE UNITS AND PURCHASE PRICE

     2.1     Sale  of  the  Units.  Upon the terms and subject to the conditions
             --------------------
set  forth  herein, and in accordance with applicable law, the Company agrees to
sell,  and the Investor, severally and not jointly, agree to purchase all of the
Units,  at  the  Purchase Price on the Closing Date.  The Units shall consist of
the  following:

          (a)     Common  Stock.  Upon  the  Closing  of  this Agreement and the
                  -------------
Company's  receipt  of  the Purchase Price, the Investor shall receive 2,000,000
shares  of  the  Common Stock of the Company at a value of $1.00 per share.  The
Company  shall  register the resale of the shares of Common Stock as well as the
resale  of  the  shares  of  the  Common  Stock  upon the exercise of any of the
Warrants pursuant to the terms and conditions of a Registration Rights Agreement
attached  hereto  as  Attachment  B.
                      -------------

          (b)     Warrants.  Upon  execution  and delivery of this Agreement and
                  --------
the  Company's  receipt  of  the  Purchase  Price,  the  Investor  shall receive
1,500,000  cashless  non-callable  A  Warrants  for  the  purchase  of  the


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Common  Stock  exercisable at $1.00 per share, 1,500,000 cashless and callable B
Warrants  for  the  purchase of the Common Stock exercisable at $1.00 per share,
2,000,000  cashless and callable C Warrants for the purchase of the Common Stock
exercisable  at  $2.00 per share, 1,000,000 cashless and callable D Warrants for
the  purchase  of the Common Stock exercisable at $4.00 per share, and 1,000,000
cashless  and  callable  E  Warrants  for  the  purchase  of  the  Common  Stock
exercisable at $6.00 per share. Each of such Warrant is in the form described in
Attachment  A  attached  hereto.
-------------

     2.2     Payment of the Purchase Price and Escrow.  The Purchase Price to be
             ----------------------------------------
paid  by  the Investor on the Closing Date has been paid on the date hereof into
escrow  by  delivery  of  a  check  to the Company payable to the order of "City
National  Bank,  Ontario,  California,  as  Escrow  Agent  for  Environmental
Technologies,  Inc."  (the "Escrow Agent").  Upon the satisfaction of all of the
terms  hereof,  the Escrow Agent at the Closing shall deliver the Purchase Price
to  the  Company.  Until the satisfaction of all of the terms of this Agreement,
the  Escrow  Agent  shall  hold  the  Purchase  Price  in  escrow subject to the
following  terms:

          (a)     Escrow Account.  The  Purchase Price  received  by  the Escrow
                  --------------
Agent  shall  be held in a non-interest bearing account.  The Escrow Agent shall
disburse  the  funds  to the Company, or as the Company shall in writing direct,
upon  the  satisfaction of all of the terms and conditions of this Agreement and
receipt  of  written  confirmation  from  the  Investor  that it consents to the
distribution  of  the Purchase Price as directed by the Company.  If the closing
of  this  Agreement  has  not  taken place by the Closing Date, the Escrow Agent
shall  return the Purchase Price to the Investor immediately, without any offset
or  deduction.

          (b)     Fees  and  Costs  of  the  Escrow Agent.  The Investor and the
                  ---------------------------------------
Company,  jointly  and  severally, agree to pay the fees and costs of the Escrow
Agent  according  to  its  customary  practices.

          (c)     Duty  of the Escrow Agent.  The sole duty of the Escrow Agent,
                  -------------------------
other  than as hereinafter specified, shall be to receive the Purchase Price and
hold  it  subject  to  release,  in  accordance  with  this  Agreement.

          (d)     Release  of  the  Purchase  Price and Termination.  The Escrow
                  -------------------------------------------------
Agent  shall  release  the Purchase Price as provided herein.  Upon the complete
delivery  of the Purchase Price by the Escrow Agent to the Company in accordance
with  the  distribution  terms  hereinabove set forth, the Escrow Agent shall be
relieved  of  all  liabilities  in  connection  with  the Purchase Price and its
obligations  and  duties  under  this  Agreement  shall  terminate.

          (e)     Liability of the Escrow Agent.  The duties of the Escrow Agent
                  -----------------------------
hereunder  will  be  limited  to  observance  of  the express provisions of this
Agreement.  Furthermore,  the  Escrow  Agent  is  not expected or required to be
familiar  with  the provisions of any other writing, understanding or agreement,
and shall not be charged with any responsibility or liability in connection with
the  observance  or  non  observance  of  the  provisions of such other writing,
understanding or agreement, and no implied covenant of any type whatsoever shall
be  read  into  this  Agreement.  Further,  in receiving the Purchase Price, the
Escrow  Agent  will  act  only  as  a  depository  and  thereby  assumes  no
responsibility,  except  pursuant  to  the  terms of this Agreement.  The Escrow
Agent  shall  have no responsibility or liability for any act or omission on its
part, notwithstanding any demand or notice to the contrary by the Company or the
Investor  or any other person or entity, all subject to the sole limitation that
the  Escrow  Agent  exercises  its  best  judgment.  Except  as herein expressly
provided,  none  of  the  provisions  of this Agreement shall require the Escrow
Agent  to expend or risk its own funds or otherwise incur financial liability or
expense  in  the  performance  of  any  of  its  duties  hereunder.

          (f)     Actions  by  the  Escrow  Agent.  The  Escrow Agent may act or
                  -------------------------------
refrain  from  acting in respect of any matter covered by this Agreement in full
reliance  upon  and  with the advice of counsel which may be selected by it, and
shall  be  fully  protected  in  so acting or in refraining from acting upon the
advice  of  such  counsel.  Furthermore,  the Escrow Agent may rely and shall be
protected  in  acting upon any writing that may be submitted to it in connection
with  its  duties hereunder without determining the genuineness, authenticity or
due authority from any such writing or the person signing same and shall have no
liability  or  responsibility  with  respect  to  the  form, content or validity
thereof.

          (g)     Compliance  with  Orders,  Etc.  The  Escrow  Agent  is hereby
                  ------------------------------
authorized  to  comply  with  and  obey  all orders, judgments, decrees or writs
entered  or  issued  by  any  court,  and in the event the Escrow Agent obeys or
complies  with any such order, judgment, decree or writ, in whole or in part, it
shall not be liable to the Company or to the Investor, or to any other person or
entity,  by  reason  or  such  compliance,  notwithstanding  that  it


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shall  be  determined  that  any such order, judgment, decree or writ be entered
without  jurisdiction  or be invalid for any reason or be subsequently reversed,
modified,  annulled,  satisfied  or  vacated.

          (h)     No Action. The Escrow Agent shall not be required to institute
                  ---------
or  defend  any  action or legal process involving any matter referred to herein
which  in  any  manner  affects  its duties or liabilities hereunder to take any
other  action  with  reference  to the Purchase Price not specifically agreed to
herein,  and the Escrow Agent shall not be responsible for any act or failure to
act  on  its  part  except  in  the  case  of its own fraud or gross negligence.

          (i)     Controversy.  Should  any controversy arise between the Escrow
                  -----------
Agent,  the  Company,  the  Investor, or between any other person or entity with
respect  to  this Agreement, or with respect to the ownership of or the right to
receive the Purchase Price, the Escrow Agent shall have the right to institute a
plea  of  interpleader  in  any court of competent jurisdiction to determine the
rights  of  the parties.  Should a plea of interpleader be instituted, or should
the  Escrow  Agent  become  involved  in  litigation  in  any  manner whatsoever
connected  with  or  pertaining  to  this  Agreement  or the Purchase Price, the
Company  and  the  Investor  hereby agree to pay the Escrow Agent, on demand, in
addition  to  any  charge  made hereunder for acting as Escrow Agent, reasonable
attorneys'  fees  incurred  by  the  Escrow  Agent, and any other disbursements,
expenses,  losses,  costs, and damages in connection with or resulting from such
litigation.

          (j)     Indemnification.  The Company and the Investor hereby agree to
                  ---------------
indemnify  and  hold  the  Escrow  Agent  harmless  from and against any and all
claims,  loses,  liabilities,  costs,  damages,  fees,  charges,  and  expenses
(including  attorneys'  fees)  which  the  Escrow  Agent may incur or sustain by
reason of its acting as the Escrow Agent under this Agreement, unless same shall
result  from  the  fraud  or  gross  negligence  of  the  Escrow  Agent.

          (k)     Resignation  of  the  Escrow  Agent.  In  the  event  of  the
                  -----------------------------------
resignation  of  an  Escrow  Agent, the Company and the Investor shall appoint a
successor  Escrow  Agent  within  10  days  following  such resignation.  If the
Company  and  the Investor shall fail to appoint a successor Escrow Agent within
such  10 day period, this Agreement shall terminate and the Purchase Price shall
be  returned  immediately  to the Investor without and offset or deduction.  Any
substitute  Escrow  Agent  appointed  hereunder  shall  possess and exercise all
powers  and  authority  herein  conferred  on  an  original  Escrow  Agent.

          (l)     No  Trusteeship.  The  Company and the Investor agree that the
                  ---------------
Escrow  Agent is acting solely as an escrowee hereunder and not as a trustee and
that  the Escrow Agent has no fiduciary duties, obligations or liabilities under
this  Agreement.

                                   ARTICLE III
                     CLOSING DATE AND DELIVERIES AT CLOSING

     3.1     Closing  Date.  The closing of the transaction contemplated by this
             -------------
Agreement  (the "Closing"), unless expressly determined herein, shall be held at
the offices of the Company, at 2:00 p.m. California time, on the Closing Date or
on  such  other  date  and  at such other place as may be mutually agreed by the
parties,  including  closing  by  facsimile  with  originals  to  follow.

     3.2     Deliveries  by  the  Company  at  the Closing.  At the Closing, the
             ---------------------------------------------
Company  agrees  to  deliver,  or  cause  to  be delivered, to the Investor, the
following:

          (a)     An  executed  copy  of  this  Agreement;

          (b)     A  certificate  representing  the  shares  of the Common Stock
purchased  hereunder  duly  endorsed  in  favor  of  the  Investor;

          (c)     Executed  Warrants in the name of the Investor as described in
Attachment  A;
-------------

          (d)     An executed Registration Rights Agreement between the Investor
and  the  Company  in  the  form  attached  hereto  as  Attachment  B;
                                                        -------------

          (e)     Confirmation  that the Company has closed the acquisition of a
publicly  trading  corporate  shell  as  described  in Paragraph 9.1 hereof; and


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          (f)     Such  other  documents  or certificates as shall be reasonably
requested  by  the  Investor  or  its  counsel.

     3.3     Deliveries  by  the  Investor.  In addition to and without limiting
             -----------------------------
any  other provision of this Agreement, the Investor agrees to deliver, or cause
to  be  delivered, to the Company at the Closing, as appropriate, the following:

          (a)     An  executed  copy  of  this  Agreement;

          (b)     The  Purchase  Price;

          (c)     An executed Registration Rights Agreement between the Investor
and  the  Company;  and

          (d)     Such  other  documents  or certificates as shall be reasonably
requested  by  the  Company  or  its  counsel.

     In the event any document provided to the other party in Paragraphs 3.2 and
3.3  herein  are  provided  by  facsimile,  the  party shall forward an original
document  to  the  other  party  within  seven  business  days.

     3.4     Further  Assurances.  The  Company  and  the  Investor  shall, upon
             -------------------
request,  on or after the Closing Date, cooperate with each other, by furnishing
any  additional  information,  executing and delivering any additional documents
and/or  other instruments and doing any and all such things as may be reasonably
required  by  the  parties or their counsel to consummate or otherwise implement
the  transactions  contemplated  by  this  Agreement.

                                   ARTICLE IV
                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

     The  Company  represents and warrants to the Investor (which warranties and
representations  shall  survive  the  Closing  regardless  of what examinations,
inspections, audits and other investigations the Investor has heretofore made or
may  hereinafter  make  with  respect to such warranties and representations) as
follows:

     4.1     Organization  and Qualification.  The Company is a corporation duly
             -------------------------------
organized,  validly existing and in good standing under the laws of the State of
Nevada,  and  has  the requisite corporate power and authority to own, lease and
operate its properties and to carry on its business as it is now being conducted
and  is duly qualified to do business in any other jurisdiction by virtue of the
nature  of  the  businesses  conducted  by it or the ownership or leasing of its
properties,  except  where  the  failure to be so qualified will not, when taken
together  with  all  other  such failures, have a Material Adverse Effect on the
business,  operations,  properties,  assets,  financial  condition or results of
operation  of  the  Company  and  its  subsidiaries  taken  as  a  whole.

     4.2     Articles  of  Incorporation and By-Laws.  The Company's Articles of
             ---------------------------------------
Incorporation  and  By-Laws, as amended or restated to date are in effect on the
date  hereof  and  as  of  the  Closing  Date.

     4.3     Capitalization.  The  authorized  capital  stock  of  the  Company
             --------------
consists  of  100,000,000  shares  of the Common Stock, and 20,000,000 shares of
preferred  stock,  par value $0.001 per share.  All shares of capital stock have
been  duly  authorized  and  are  validly  issued,  and  are  fully  paid  and
non-assessable,  and  free  of  preemptive  rights.  Except  pursuant  to  this
Agreement  and an agreement with Affiliates of Windstone Capital Partners, Inc.,
Steven  R.  Green, Norman E. Clarke, and Wood Capital Associates, as of the date
hereof  and  as of the Closing Date, there are no outstanding options, warrants,
rights  to  subscribe  for,  calls  or  commitments  of any character whatsoever
relating  to,  or  securities  or  rights  convertible into or exchangeable for,
shares  of  any  class  of  capital  stock  of  the  Company,  or  agreements,
understandings  or arrangements to which the Company is a party, or by which the
Company  is  or may be bound, to issue additional shares of its capital stock or
options,  warrants, scrip or rights to subscribe for, calls or commitment of any
character  whatsoever  relating  to, or securities or rights convertible into or
exchangeable  for,  any  shares  of  any  class  of  its  capital  stock.

     4.4     Actions by the Company before the Closing Date.  Before the Closing
             ----------------------------------------------
Date,  the  Company:

          (a)     Will  issue  no  additional  shares of the Common Stock and no
other  capital  stock;


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          (b)     Shall  not  change  any  of  the provisions of its Articles of
Incorporation  or  Bylaws;  and

          (c)     Will pay and discharge all of its obligations, taxes, accounts
payable  and  indebtedness  in accordance with customary practices, except those
amounts  being  contested in good faith and against which the Company has set up
adequate  reserves.

     4.5     Actions  by  the Company after the Closing Date.  After the Closing
             -----------------------------------------------
Date,  the  Company does not have any plans to issue any options or warrants, or
to  adopt  any stock option plans for its employees or advisers.  However, after
the  Closing Date, the Company may adopt an incentive option plan, which will be
consistent  with  accepted practice and conform to all applicable laws, be at an
exercise  price  not  lower  than  the  higher of $1.00 or the then current Fair
Market  Price of the Common Stock, and not represent more than 15 percent of the
fully  diluted  shares  of  the Common Stock then outstanding.  Any such options
will  provide  for vesting proportionately over a period of three to five years.
"Fair Market Value" means the mean between the highest and lowest reported sales
prices  of the Common Stock on the New York Stock Exchange Composite Tape or, if
not  listed on such exchange, on any other national securities exchange on which
the  Common  Stock is listed or on The Nasdaq Stock Market, or, if not so listed
on  any  other national securities exchange or The Nasdaq Stock Market, then the
average  of  the bid price of the Common Stock during the last five trading days
on  the  OTC  Bulletin Board immediately preceding the last trading day prior to
the  date  with  respect to which the Fair Market Value is to be determined.  If
the  Common Stock is not then publicly traded, then the Fair Market Value of the
Common  Stock  shall be the book value of the Company per share as determined on
the  last  day of March, June, September, or December in any year closest to the
date  when the determination is to be made.  For the purpose of determining book
value  hereunder,  book value shall be determined by adding as of the applicable
date  called  for  herein  the  capital,  surplus,  and undivided profits of the
Company, and after having deducted any reserves theretofore established; the sum
of  these  items  shall  be  divided by the number of shares of the Common Stock
outstanding  as of said date, and the quotient thus obtained shall represent the
book  value  of  each  share  of  the  Common  Stock  of  the  Company.

     4.6     Shares Outstanding. As of the Closing Date, 9,750,000 shares of the
             ------------------
Common  Stock  will  be issued and outstanding, while no shares of the Company's
preferred  stock were issued and outstanding.  The Common Stock will be owned as
of  the  Closing  Date  hereof  as  follows:

                                    SHARES BENEFICIALLY OWNED
     NAME OF BENEFICIAL OWNER (1)       NUMBER     PERCENT
     ----------------------------       ------     -------
     Steven D. Rosenthal, Ph.D. . . .  1,000,000    10.25%
     Robert K. Christie . . . . . . .  3,750,000    38.46%
     Barbara Tainter. . . . . . . . .    250,000     2.56%
     Bret Covey . . . . . . . . . . .    650,000     6.66%
     Burr Northrop. . . . . . . . . .    500,000     5.12%
     Douglas L. Parker. . . . . . . .  1,250,000    12.82%
     Grover G. Moss . . . . . . . . .    910,000     9.33%
     James R. Christ. . . . . . . . .    200,000     2.05%
     Donald G. St. Clair. . . . . . .     40,000     0.04%
     San Diego Torrey Hills Capital .    375,000     3.84%
     Clayton Chase. . . . . . . . . .    375,000     3.84%
     Norman T. Reynolds . . . . . . .    250,000     2.56%
     Publicly traded corporate shell.    200,000     2.05%
                                       ---------  --------
     Total. . . . . . . . . . . . . .  9,750,000   100.00%
                                       =========  ========

     4.7     Delivery  of the  Units.  The  Company on the Closing Date (a) will
              ----------------------
have full right, power, and authority to sell, assign, transfer, and deliver, by
reason  of  record and beneficial ownership to the Investor, the Units, free and
clear  of  all  liens,  charges,  claims,  options,  pledges,  restrictions, and
encumbrances whatsoever; other than those imposed by applicable securities laws,
and  (b)  upon  delivery of and payment by the Investor of the Purchase Price to
the  Company,  the Investor will acquire good and marketable title to the Common
Stock  and  the Warrants, free and clear of all liens, charges, claims, options,
pledges,  restrictions, and encumbrances whatsoever; other than those imposed by
applicable  securities  laws.

     4.8     Authority.  The  Company  has  all  requisite  corporate  power and
             ---------
authority  to  execute  and  deliver  this Agreement, to perform its obligations
hereunder  and  to  consummate  the  transactions  contemplated  hereby.  The


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<PAGE>
execution  and delivery of this Agreement by the Company and the consummation of
the  transactions contemplated hereby have been duly authorized by all necessary
corporate  action  and no other corporate proceedings on the part of the Company
is  necessary  to  authorize  this  Agreement  or to consummate the transactions
contemplated  hereby  except  as disclosed in this Agreement. This Agreement has
been duly executed and delivered by the Company and constitutes the legal, valid
and  binding  obligation  of  the  Company,  enforceable  against the Company in
accordance  with  its terms, except as may be limited by bankruptcy, insolvency,
reorganization,  moratorium,  or other similar laws affecting the enforcement of
creditors'  rights  generally  and  general  principles  of  equity.

     4.9     No  Conflict;  Required  Filings  and Consents.  The  execution and
             ----------------------------------------------
delivery  of  this Agreement by the Company does not, and the performance by the
Company  of  its  respective obligations hereunder will not (a) conflict with or
violate  the  Articles  of Incorporation or By-Laws of the Company; (b) conflict
with,  breach  or  violate  any  federal,  state, foreign or local law, statute,
ordinance, rule, regulation, order, judgment or decree (collectively, "Laws") in
effect  as  of  the date of this Agreement and applicable to the Company; or (c)
result  in  any breach of, constitute a default (or an event that with notice or
lapse  of  time  or both would become a default) under, give to any other entity
any  right  of  termination, amendment, acceleration or cancellation of, require
payment under, or result  in the creation of a lien or encumbrance on any of the
properties  or  assets  of  the  Company  pursuant to, any note, bond, mortgage,
indenture,  contract,  agreement,  lease,  license,  permit,  franchise or other
instrument  or  obligation  to which the Company is a party or by the Company or
any  of  its  properties  or assets is bound.  Excluding from the foregoing, are
such  violations,  conflicts,  breaches,  defaults, terminations, accelerations,
creations  of  liens,  or  incumbency  that  would not, in the aggregate, have a
Material  Adverse  Effect.

     4.10     Financial  Statements.  The  financial  statements  of the Company
              ---------------------
(including  the  related  notes and schedules thereto) presented to the Investor
(the  "Financial  Statements")  fairly  presented  the financial position of the
Company  as  of  its  date,  and each of the statements of income and changes in
stockholders'  equity  and cash flows or equivalent statements in such Financial
Statements  (including  any related notes and schedules thereto) fairly presents
and  will  fairly  present  the  results of operations, changes in stockholders'
equity  and  changes  in  cash flows, as the case may be, of the Company for the
periods  to  which  they  relate,  in each case in accordance with United States
generally  accepted  accounting  principles  ("U.S.  GAAP") consistently applied
during  the  periods  involved,  except  in  each  case as may be noted therein,
subject  to  normal  year-end  audit  adjustments  in  the  case  of  unaudited
statements.  The  books  and  records  of  the Company have been, and are being,
maintained  in  all material respects in accordance with U.S. GAAP and any other
applicable  legal  and  accounting  requirements  and  reflect  only  actual
transaction.

     4.11     Compliance with Applicable Laws.  The  Company is not in violation
              -------------------------------
of,  or, to the knowledge of the Company, under investigation with respect to or
has  been  given  notice  or has been charged with the violation of any Law of a
governmental  agency,  except  for  violations  which  individually  or  in  the
aggregate  do  not  have  a  Material  Adverse  Effect.

     4.12     Brokers.  Except for  Windstone Capital Partners, Inc., no broker,
              -------   ------
finder  or investment banker is entitled to any brokerage, finder's or other fee
or commission in connection with the transactions contemplated by this Agreement
based upon arrangements made by or on behalf of the Company.  In addition to the
cash compensation to Windstone Capital Partners, Inc., the Company has agreed to
execute  warrants  granting  to  Steven  R.  Green the right to purchase 171,875
shares  of  the  Common  Stock,  Norman  E. Clarke the right to purchase 171,875
shares  of  the  Common Stock, and Wood Capital Associates the right to purchase
100,000  shares  of  the  Common  Stock.  All  of the warrants described in this
paragraph  will be similar to the A Warrant to be issued to the Investor, except
that  the  Exercise  Price  will be $1.10 and there will be no adjustment to the
Exercise  Price.  Any  such  warrant  shall  also be subject to the Registration
Rights  Agreement  described  in  Attachment  B  hereto, except there will be no
                                  -------------
demand  registration  rights.  However,  the  "piggy-back"  registration  rights
provision  will  be  subject  to  penalty.

     4.13     SEC  Documents.  After  the  Company  becomes  a  publicly  held
              --------------
company,  it will make available to the Investor true and complete copies of any
requested  SEC  Documents.  Further,  after  the Company becomes a publicly held
company,  it  shares  of Common Stock will be registered for trading pursuant to
Section  12  of  the 1934 Act, and the Common Stock will be listed and traded on
the  OTC  Bulletin  Board  maintained  by The Nasdaq Stock Market, Inc., or such
other  publicly trading market for which its shares of the Common Stock may then
qualify.  As of the date hereof, the Company has received no notice, either oral
or written, with respect to the eligibility of the Common Stock for such listing
on  the  OTC  Bulletin  Board.  The Company has not provided to the Investor any


                                        7
<PAGE>
information  that, according to applicable law, rule, or regulation, should have
been  disclosed  publicly prior to the date hereof by the Company, but which has
not  been  so  disclosed.

     4.14     Litigation.  To  the  knowledge  of  the  Company, no  litigation,
              ----------
claim, or other proceeding before any court or governmental agency is pending or
threatened  against  the  Company.

     4.15     Exemption  from  Registration.  Subject  to  the  accuracy  of the
              -----------------------------
Investor'  representations  in  Article V hereof, except as required pursuant to
the  Registration  Rights  Agreement,  the  sale  of  the Units will not require
registration  under  the  1933  Act  and/or any applicable state securities law.
When  validly converted in accordance with the terms of the Warrants, the Shares
underlying  the  Warrants  will  be  duly  and  validly  issued, fully paid, and
non-assessable.  The  Company  is  issuing  the  Units in accordance with and in
reliance  upon  the exemption from securities registration afforded, inter alia,
by  Rule  506  under  Regulation D as promulgated by the SEC under the 1933 Act,
and/or  Section  4(2)  of  the  1933  Act.

     4.16     No  General  Solicitation  or  Advertising  in  Regard  to  this
              ----------------------------------------------------------------
Transaction.  Neither  the  Company  nor  any  of  its  Affiliates  nor,  to the
-----------
knowledge  of  the  Company,  any  Person  acting on its or their behalf (a) has
conducted or will conduct any general solicitation (as that term is used in Rule
502(c)  of Regulation D as promulgated by the SEC under the 1933 Act) or general
advertising  with  respect  to  the sale of the Units, or (b) made any offers or
sales  of  any  security  or  solicited any offers to buy any security under any
circumstances  that would require registration of the Units, under the 1933 Act,
except  as  required  herein.

     4.17     No Material Adverse Change.  Since  December 31, 2003, no Material
              --------------------------
Adverse  Effect has occurred or exists with respect to the Company.  No material
supplier  has  given notice, oral or written, that it intends to cease or reduce
the  volume  of  its  business  with  the Company from historical levels.  Since
December  31, 2003, no event or circumstance has occurred or exists with respect
to the Company or its businesses, properties, prospects, operations or financial
condition,  that,  under any applicable law, rule or regulation, requires public
disclosure or announcement prior to the date hereof by the Company but which has
not  been  so  publicly  announced  or  disclosed  in  writing  to the Investor.

     4.18     Material  Non-Public  Information.  The  Company has not disclosed
              ---------------------------------
to the Investor any material non-public information that (a) if disclosed, would
reasonably  be  expected  to  have  a material effect on the price of the Common
Stock,  or (b) according to applicable law, rule or regulation, should have been
disclosed  publicly  by  the  Company prior to the date hereof but which has not
been  so  disclosed.

     4.19     Internal  Controls  and  Procedures.  The  Company maintains books
              -----------------------------------
and  records and internal accounting controls which provide reasonable assurance
that  (a)  all transactions to which the Company or any subsidiary is a party or
by  which its properties are bound are executed with management's authorization;
(b)  the  recorded  accounting  of the Company's consolidated assets is compared
with  existing  assets  at  regular  intervals;  (c)  access  to  the  Company's
consolidated  assets  is  permitted  only  in  accordance  with  management's
authorization;  and  (d) all transactions to which the Company or any subsidiary
is  a  party  or  by which its properties are bound are recorded as necessary to
permit preparation of the financial statements of the Company in accordance with
U.S.  GAAP.

     4.20     Full  Disclosure.  No  representation  or  warranty  made  by  the
              ----------------
Company  in  this  Agreement  and  no certificate or document furnished or to be
furnished  to  the  Investor pursuant to this Agreement contains or will contain
any  untrue  statement  of  a  material  fact,  or omits or will omit to state a
material  fact  necessary to make the statements contained herein or therein not
misleading.

                                    ARTICLE V
                 REPRESENTATIONS AND WARRANTIES OF THE INVESTOR

     The Investor represents and warrants to the Company as follows:

     5.1     Organization and Standing of the Investor.  The Investor is validly
             -----------------------------------------
existing  and  in  good  standing  under  the  laws of the state in which it was
formed.  The  state  in which the offer to purchase the Units hereunder was made
or  accepted  by the Investor is the state shown as the Investor's address.  The
Investor  was  not  formed  for  the  purpose  of investing solely in the Units.


                                        8
<PAGE>
     5.2     Authorization  and Power.  The Investor has the requisite power and
             ------------------------
authority  to  enter  into  and perform this Agreement and to purchase the Units
being  sold  to  it  hereunder.  The execution, delivery and performance of this
Agreement  by  the  Investor  and  the  consummation  by  the  Investor  of  the
transactions  contemplated  hereby  have  been  duly authorized by all necessary
corporate  action  where appropriate. This Agreement and the Registration Rights
Agreement  have  been  duly  executed  and  delivered by the Investor and at the
Closing  shall  constitute  valid  and  binding  obligations  of  the  Investor
enforceable  against the Investor in accordance with their terms, except as such
enforceability  may  be  limited  by  applicable  bankruptcy,  insolvency,
reorganization,  moratorium,  liquidation,  conservatorship,  receivership  or
similar  laws relating to, or affecting generally the enforcement of, creditors'
rights  and  remedies  or  by other equitable principles of general application.

     5.3     No  Conflicts.  The  execution,  delivery  and  performance of this
             -------------
Agreement  and the consummation by the Investor of the transactions contemplated
hereby  or  relating hereto do not and will not (a) result in a violation of the
Investor's  charter  documents or bylaws where appropriate or (b) conflict with,
or  constitute a default (or an event which with notice or lapse of time or both
would  become  a  default)  under,  or give to others any rights of termination,
amendment,  acceleration  or  cancellation  of  any  agreement,  indenture  or
instrument  to  which  the  Investor is a party, or result in a violation of any
law,  rule,  or  regulation,  or  any  order, judgment or decree of any court or
governmental  agency  applicable  to  the Investor or its properties (except for
such  conflicts,  defaults  and  violations as would not, individually or in the
aggregate, have a Material Adverse Effect on the Investor).  The Investor is not
required to obtain any consent, authorization or order of, or make any filing or
registration  with, any court or governmental agency in order for it to execute,
deliver  or perform any of the Investor's obligations under this Agreement or to
purchase  the  Units  in  accordance  with  the  terms hereof, provided that for
purposes  of  the representation made in this sentence, the Investor is assuming
and  relying upon the accuracy of the relevant representations and agreements of
the  Company  herein.

     5.4     Financial  Risks.  The  Investor  acknowledges that the Investor is
             ----------------
able  to bear the financial risks associated with an investment in the Units and
that  it  has  been  given  full  access  to such records of the Company and the
subsidiaries  and  to the officers of the Company and the subsidiaries as it has
deemed necessary or appropriate to conduct its due diligence investigation.  The
Investor  is  capable of evaluating the risks and merits of an investment in the
Units  by virtue of its experience as an investor and its knowledge, experience,
and sophistication in financial and business matters and the Investor is capable
of  bearing  the  entire  loss  of  its  investment  in  the  Units.

     5.5     Accredited  Investor.  The Investor is (a) an "accredited investor"
             --------------------
as  that  term is defined in Rule 501 of Regulation D promulgated under the 1933
Act  by  reason  of Rule 501(a)(3) and (6) thereunder, (b) experienced in making
investments  of  the kind described in this Agreement and the related documents,
(c) able, by reason of the business and financial experience of its officers (if
an entity) and professional advisors (who are not affiliated with or compensated
in  any  way  by  the  Company  or  any of its affiliates or selling agents), to
protect  its own interests in connection with the transactions described in this
Agreement,  and the related documents, and (d) able to afford the entire loss of
its  investment  in  the  Units.

     5.6     Brokers.  Except  for  Windstone  Capital  Partners,  Inc.  and its
             -------
Affiliates,  who  shall  be paid by the Company, no broker, finder or investment
banker  is  entitled  to  any  brokerage, finder's or other fee or commission in
connection  with  the  transactions  contemplated  by  this Agreement based upon
arrangements  made  by  or  on  behalf  of  the  Investor.

     5.7     No  Short  Sales.  Prior  to the Closing Date, neither the Investor
             ----------------
nor any of the Investor's Affiliates will be in a net short position with regard
to  the  Common  Stock  in any accounts directly or indirectly controlled by the
Investor.

     5.8     Knowledge of the Company. The Investor and the Investor's advisors,
             ------------------------
if  any,  have  been, upon request, furnished with all materials relating to the
business,  finances  and operations of the Company and materials relating to the
offer  and sale of the Units.  The Investor and the Investor's advisors, if any,
have  been  afforded  the  opportunity  to ask questions of the Company and have
received  complete  and  satisfactory  answers  to  any  such  inquiries.

     5.9     Risk  Factors.  The  Investor  understands  that  the  Investor's
             -------------
investment in the Units involves a high degree of risk. The Investor understands
that  no  United  States  federal  or  state  agency  or any other government or
governmental  agency  has passed on or made any recommendation or endorsement of
the  Units. The Investor warrants that the Investor is able to bear the complete
loss  of  the  Investor's  investment  in  the  Units.


                                        9
<PAGE>
     5.10     Full  Disclosure.  No  representation  or  warranty  made  by  the
              ----------------
Investor  in  this  Agreement  and no certificate or document furnished or to be
furnished to the Company pursuant to this Agreement contains or will contain any
untrue  statement  of a material fact, or omits or will omit to state a material
fact  necessary  to  make  the  statements  contained  herein  or  therein  not
misleading.  Except  as set forth or referred to in this Agreement, the Investor
does  not  have  any  agreement  or  understanding  with  any person relating to
acquiring, holding, voting or disposing of any equity securities of the Company.

                                   ARTICLE VI
                            COVENANTS OF THE COMPANY

     6.1     Registration  Rights.  The  Company  shall  cause  the Registration
             --------------------
Rights Agreement to remain in full force and effect and the Company shall comply
in  all  material  respects  with  the  terms  thereof.

     6.2     Reservation  of  Common  Stock.  As of the date hereof, the Company
             ------------------------------
has reserved and the Company shall continue to reserve and keep available at all
times,  free  of  preemptive  rights,  shares of Common Stock for the purpose of
enabling  the  Company  to  issue  the shares of the Common Stock underlying the
Warrants.

     6.3     Listing  of  Common Stock.  Following the acquisition of a publicly
             -------------------------
trading  corporate shell as described herein, the Company agrees to maintain the
listing of the Common Stock on a publicly trading market.  The Company will take
all action to continue the listing and trading of its Common Stock on a publicly
trading  market  and  will  comply in all respects with the Company's reporting,
filing  and  other  obligations  under  the  bylaws  or  rules of the applicable
publicly  trading  market.  As  used  herein, the term "publicly trading market"
shall not include the "Pink Sheets" which is an electronic quotation system that
displays  quotes  from  broker  dealers  for  many  over-the-counter  securities
operated  by  Pink  Sheets  LLC.

     6.4     Exchange Act Registration.  Following the acquisition of a publicly
             -------------------------
trading  corporate  shell as described herein, the Company will cause the Common
Stock  to be registered under Section 12(b) or (g) of the 1934 Act, and will use
its  best  efforts  to  comply  in  all  respects  with its reporting and filing
obligations  under  the  1934  Act,  and  will  not  take any action or file any
document  (whether  or not permitted by the 1934 Act or the rules thereunder) to
terminate  or suspend such registration or to terminate or suspend its reporting
and  filing obligations under the 1934 until the Investor has disposed of all of
its  Shares  or  the  shares  of  Common  Stock  underlying  the  Warrants.

     6.5     Corporate Existence; Conflicting Agreements.  The Company will take
             -------------------------------------------
all  steps  necessary  to  preserve  and continue the corporate existence of the
Company.  The  Company  shall  not  enter into any agreement, the terms of which
agreement  would  restrict  or  impair  the  right  or ability of the Company to
perform  any  of  its  obligations  under  this  Agreement  or  any of the other
agreements  attached  as  exhibits  hereto.

     6.6     Independent  Directors.  The  Company will cause the appointment of
             ----------------------
at  least two independent directors within 60 days from the Closing Date.  If no
such  directors  are appointed, the Company shall pay to the Investor, pro rata,
as  liquidated  damages  and not as a penalty, an amount equal to six percent of
the  Purchase Price per annum, payable monthly.  The parties agree that the only
damages  payable  for a violation of the terms of this Agreement with respect to
which  liquidated  damages  are  expressly  provided  shall  be  such liquidated
damages.  Nothing  shall  preclude  the  Investor  from  pursuing  or  obtaining
specific  performance  or other equitable relief with respect to this Agreement.
The  parties  hereto  agree  that  the  liquidated  damages provided for in this
Paragraph  6.6  constitute  a  reasonable  estimate  of  the damages that may be
incurred  by  the Investor by reason of the failure of the Company to appoint at
least  two  independent  directors  in  accordance  with  the  provision hereof.

     6.7     Registration by Officers and Directors.  The officers and directors
             --------------------------------------
of  the  Company,  without  the  written  consent  of the Investor, shall not be
permitted  to  register  any of their shares of the Common Stock for a period of
one  year  from  the  Closing  Date.

     6.8     Use  of Proceeds.  The anticipated use of proceeds from the sale of
             ----------------
the  Common  Stock is shown in the following table.  The foregoing table assumes
that  a  maximum  of  $2,000,000 is received by the Company from the sale of the
Shares.  Until  they are needed, the Company intends to invest the proceeds from
the  sale  of  the  Units  in  short  term,  interest  bearing  investment grade
securities.  Notwithstanding  anything  herein  contained  to  the contrary, the
following  described  use  of proceeds may be modified as determined in the best
interest  of  the  Company.


                                       10
<PAGE>
<TABLE>
<CAPTION>
                       USE OF PROCEEDS                         IF ALL UNITS ARE SOLD
                       ---------------                         ---------------------
<S>                                                            <C>
     Fees to Windstone Capital at 15% . . . . . . . . . . . .  $             300,000
     Purchase of publicly trading shell . . . . . . . . . . .                275,000
     Development of marketing materials and sales effort for
     Constant Vacuum Monitor and LNG/CNG markets. . . . . . .                400,000
     Payment on subsidiary purchases. . . . . . . . . . . . .                300,000
     Installation of Beta site for ARCO . . . . . . . . . . .                 15,000
     Legal fees for registration documents. . . . . . . . . .                 50,000
     Working capital. . . . . . . . . . . . . . . . . . . . .                660,000
                                                               ---------------------
     Total. . . . . . . . . . . . . . . . . . . . . . . . . .  $           2,000,000
                                                               =====================
</TABLE>

                                   ARTICLE VII
                            COVENANTS OF THE INVESTOR

     7.1     Voting  Rights.  For so long as the Investor owns any shares of the
             --------------
Common  Stock,  the  Investor grants to the members of the board of directors of
the Company, collectively, a proxy, coupled with an interest, to vote 20 percent
of the shares of the Common Stock held by the Investor at the time any such vote
is  taken.

     7.2     Compliance  with  Law.  The  Investor's  trading  activities  with
             ---------------------
respect  to  shares of the Company's Common Stock will be in compliance with all
applicable  state  and  federal securities laws, rules and regulations and rules
and  regulations  of  any public market on which the Common Stock may be listed.

     7.3     Transfer  Restrictions.  The  Investor's  acknowledge  that (a) the
             ----------------------
Shares, Warrants and shares of the Common Stock underlying the Warrants have not
been registered under the provisions of the 1933 Act, and may not be transferred
unless  (i)  subsequently  registered thereunder or (ii) the Investor shall have
delivered to the Company an opinion of counsel, reasonably satisfactory in form,
scope  and substance to the Company, to the effect that the Shares, Warrants and
shares of the Common Stock underlying the Warrants to be sold or transferred may
be  sold or transferred pursuant to an exemption from such registration; and (b)
any  sale  of the Shares, Warrants and shares of the Common Stock underlying the
Warrants made in reliance on Rule 144 promulgated under the 1933 Act may be made
only  in  accordance  with the terms of Rule 144 and further, if Rule 144 is not
applicable,  any  resale  of  such  securities  under circumstances in which the
seller,  or  the  person  through  whom the sale is made, may be deemed to be an
underwriter,  as  that term is used in the 1933 Act, may require compliance with
some  other exemption under the 1933 Act or the rules and regulations of the SEC
thereunder.

     7.4     Purchase  for  Investment.  The  purchase of the Units hereunder is
             -------------------------
being  made  for  the  Investor's  own  account  for investment, with no present
intention  of  resale.

     7.5     Restrictive  Legend.  The Investor acknowledges and agrees that the
             -------------------
Shares  and the Warrants, and, until such time as the shares of the Common Stock
underlying  the  Warrants  have  been  registered under the 1933 Act and sold in
accordance  with  an  effective  Registration  Statement, certificates and other
instruments  representing  any  of  the  Shares  and  the  Warrants shall bear a
restrictive  legend  in  substantially  the  following form (and a stop-transfer
order  may  be  placed  against  transfer  of  any  such  securities):

"THE  SHARES  OF  COMMON  STOCK  REPRESENTED  BY  THIS CERTIFICATE HAVE NOT BEEN
REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
OR  ANY  STATE  SECURITIES LAWS AND NEITHER SUCH SHARES NOR ANY INTEREST THEREIN
MAY  BE  OFFERED,  SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A
REGISTRATION  STATEMENT  WITH  RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES
ACT  AND  ANY  APPLICABLE  STATE  SECURITIES LAWS, OR (2) IN ACCORDANCE WITH THE
PROVISIONS  OF  REGULATION  S, OR (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION
UNDER  THE  SECURITIES  ACT."

                                  ARTICLE VIII
                CONDITIONS PRECEDENT TO THE COMPANY'S OBLIGATIONS

     The  obligation  of the Company to consummate the transactions contemplated
hereby  shall be subject to the fulfillment, on or prior to Closing Date, of the
following  conditions:


                                       11
<PAGE>
     8.1     No  Termination.  This  Agreement  shall  not  have been terminated
             ---------------
pursuant  to  Article  X  hereof.

     8.2     Representations  True  and  Correct.  The  representations  and
             -----------------------------------
warranties of the Investor contained in this Agreement shall be true and correct
in  all  material respects on and as of the Closing Date with the same force and
effect  as  if  made  on  as  of  the  Closing  Date.

     8.3     Compliance  with  Covenants.  The Investor shall have performed and
             ---------------------------
complied in all material respects with all covenants, agreements, and conditions
required  by this Agreement to be performed or complied by it prior to or at the
Closing  Date.

     8.4     No  Adverse  Proceedings.  On  the  Closing  Date,  no  action  or
             ------------------------
proceeding  shall  be  pending  by  any public authority or individual or entity
before  any  court  or  administrative  body  to  restrain, enjoin, or otherwise
prevent  the  consummation  of  this  Agreement or the transactions contemplated
hereby  or  to  recover  any  damages  or obtain other relief as a result of the
transactions  proposed  hereby.

                                   ARTICLE IX
               CONDITIONS PRECEDENT TO THE INVESTOR'S OBLIGATIONS

     The  obligation of the Investor to consummate the transactions contemplated
hereby  shall  be subject to the fulfillment, on or prior to Closing Date unless
specified  otherwise,  of  the  following  conditions:

     9.1     Closing  of  Acquisition  of  Publicly  Trading  Corporate  Shell.
             -----------------------------------------------------------------
Simultaneously  with  the  Closing, the Company shall close the acquisition of a
publicly  trading  corporate  shell (the "Corporate Shell"), which will not have
liabilities  in  excess  of  $100,000, either by means of a stock acquisition or
reverse  merger  (the  "Shell  Acquisition"),  as  determined  by  the  Company.
Following the closing of the Shell Acquisition, the stockholders of the Company,
including  the  Investor,  shall  receive  shares  of  the  common  stock of the
Corporate  Shell  in  exchange  for their shares of the Common Stock in the same
proportion  as  the  shares  of  the Common Stock issued in favor of the current
stockholders  of  the Company as of the Closing Date and the Investor, after the
issuance  of the 2,000,000 shares of the Common Stock to be sold to the Investor
hereunder.  Further,  the Corporate Shell shall assume all of the obligations of
the  Company  described hereunder, including, but not limited to the issuance of
the  Warrants, and the obligations under the Registration Rights Agreement.  For
example, if 200,000 shares of the Common Stock are issued for the acquisition of
the  Corporate  Shell,  then the Investor's ownership on a primary shares of the
Common  Stock  outstanding  basis  would  be  2,000,000  shares   (2,000,000  +
9,750,000)  =  17.02  percent ownership of the entire resulting ownership of the
Corporate  Shell.  Moreover,  on  a  fully diluted basis, the Investor would own
(2,000,000  shares  of  the  Common  Stock  +  Warrants  to  purchase  7,000,000
additional shares)   (9,750,000 shares + 2,000,000 shares + Warrants to purchase
7,000,000  shares)  =  48  percent  of  the  entire  resulting  ownership of the
Corporate  Shell.  The fully diluted calculation is an approximation because the
calculation  does  not  include the exercise of other warrants or options of the
Company  may  be  then  outstanding.

     9.2     No  Termination.  This  Agreement  shall  not  have been terminated
             ---------------
pursuant  to  Article  X  hereof.

     9.3     Representations  True  and  Correct.  The  representations  and
             -----------------------------------
warranties  of the Company contained in this Agreement shall be true and correct
in  all  material respects on and as of the Closing Date with the same force and
effect  as  if  made  on  as  of  the  Closing  Date.

     9.4     Compliance  with  Covenants.  The  Company shall have performed and
             ---------------------------
complied in all material respects with all covenants, agreements, and conditions
required  by this Agreement to be performed or complied by it prior to or at the
Closing  Date.

     9.5     No  Adverse  Proceedings.  On  the  Closing  Date,  no  action  or
             ------------------------
proceeding  shall  be  pending  by  any public authority or individual or entity
before  any  court  or  administrative  body  to  restrain, enjoin, or otherwise
prevent  the  consummation  of  this  Agreement or the transactions contemplated
hereby  or  to  recover  any  damages  or obtain other relief as a result of the
transactions  proposed  hereby.

                                    ARTICLE X
                        TERMINATION, AMENDMENT AND WAIVER

     10.1     Termination.  This  Agreement  may be terminated at any time prior
              -----------
to  the  Closing  Date:


                                       12
<PAGE>
          (a)     By  mutual  written  consent  of the Investor and the Company;

          (b)     By  the  Company upon a material breach of any representation,
warranty,  covenant  or  agreement on the part of the Investor set forth in this
Agreement,  or  the  Investor  upon  a  material  breach  of any representation,
warranty,  covenant  or  agreement  on the part of the Company set forth in this
Agreement,  or if any representation or warranty of the Company or the Investor,
respectively,  shall  have  become  untrue,  in either case such that any of the
conditions  set  forth  in  Article  VIII  or  Article  IX  hereof  would not be
satisfied, and such breach shall, if capable of cure, not have been cured within
five  days  after  receipt  by  the  party  in  breach  of  a  notice  from  the
non-breaching  party  setting  forth  in  detail  the  nature  of  such  breach;

          (c)     By  either  party,  if  the Closing Date is after February 29,
2004.

     10.2     Effect  of  Termination.  In  the event of the termination of this
              -----------------------
Agreement  pursuant to Paragraph 10.1 hereof, there shall be no liability on the
part  of  the  Company  or  the  Investor  or  any of their respective officers,
directors, agents or other representatives and all rights and obligations of any
party  hereto  shall  cease,  except  as  expressed  herein.

     10.3     Amendment.  This  Agreement  may  be amended by the parties hereto
              ---------
any  time  prior  to  the Closing Date by an instrument in writing signed by the
parties  hereto.

     10.4     Waiver.  At any time prior to the Closing Date, the Company or the
              ------
Investor,  as appropriate, may (a) extend the time for the performance of any of
the  obligations  or other acts of other party or; (b) waive any inaccuracies in
the representations and warranties contained herein or in any document delivered
pursuant hereto which have been made to it or them; or (c) waive compliance with
any  of  the agreements or conditions contained herein for its or their benefit.
Any  such  extension or waiver shall be valid only if set forth in an instrument
in  writing  signed  by  the  party  or  parties  to  be  bound  hereby.

                                   ARTICLE XI
                               GENERAL PROVISIONS

     11.1     Transaction  Costs.  Except  as otherwise provided herein, each of
              ------------------
the  parties  shall pay all of its costs and expenses (including attorneys' fees
and  other  legal  costs and expenses and accountants' fees and other accounting
costs  and  expenses)  incurred by that party in connection with this Agreement.

     11.2     Indemnification.  The  Investor  agrees  to  defend  and  hold the
              ---------------
Company  (following  the  Closing  Date) and its officers and directors harmless
against  and in respect of any and all claims, demands, losses, costs, expenses,
obligations,  liabilities  or  damages,  including  interest,  penalties  and
reasonable  attorney's  fees, that it shall incur or suffer, which arise out of,
result from or relate to any breach of this Agreement by the Investor or failure
by  the  Investor  to  perform  with  respect  to  any  of  its representations,
warranties  or  covenants contained in this Agreement or in any exhibit or other
instrument  furnished  or  to  be  furnished  under this Agreement.  The Company
agrees  to  defend  and hold the Investor harmless against and in respect of any
and  all  claims,  demands, losses, costs, expenses, obligations, liabilities or
damages,  including  interest, penalties and reasonable attorney's fees, that it
shall  incur  or suffer, which arise out of, result from or relate to any breach
of  this  Agreement  or failure by the Company to perform with respect to any of
its  representations,  warranties or covenants contained in this Agreement or in
any  exhibit  or  other  instrument  furnished  or  to  be  furnished under this
Agreement.

     11.3     Headings.  The  headings  contained  in  this  Agreement  are  for
              --------
reference  purposes  only  and  shall  not  affect  in  any  way  the meaning or
interpretation  of  this  Agreement.

     11.4     Entire  Agreement.  This  Agreement (together with the Attachments
              -----------------
and documents referred to herein) constitute the entire agreement of the parties
and  supersede  all  prior  agreements  and undertakings, both written and oral,
between  the parties, or any of them, with respect to the subject matter hereof.

     11.5     Notices.  All  notices and other communications hereunder shall be
              -------
in  writing  and  shall  be  deemed  to have been given (a) on the date they are
delivered  if  delivered  in  person;  (b)  on  the  date  initially received if
delivered  by  facsimile  transmission  followed by registered or certified mail
confirmation;  (c) on the date delivered by an overnight courier service; or (d)
on  the  third  business day after it is mailed by registered or certified mail,
return  receipt requested with postage and other fees prepaid, if to the Company
addressed to Mr. Steven D.


                                       13
<PAGE>
Rosenthal  at  8513 Rochester Avenue, Rancho Cucamonga, California 91730, with a
copy  to  Norman  T.  Reynolds,  Esq. at 815 Walker Street, Suite 1250, Houston,
Texas  77002,  and  if to the Investor addressed to Mr. Andrew Barron Worden 730
Fifth  Avenue,  9th Floor, New York, New York 10019. Any party hereto may change
its address upon 10 days' written notice to any other party hereto.

     11.6     Severability.  If any term or other provision of this Agreement is
              ------------
invalid,  illegal  or  incapable  of being enforced by any rule of law or public
policy, all other conditions and provisions of this Agreement shall nevertheless
remain  in  full  force and effect so long as the economic or legal substance of
the  transactions  contemplated  hereby is not affected in any manner materially
adverse  to  any  party.  Upon  such  determination  that any such term or other
provision is invalid, illegal or incapable of being enforced, the parties hereto
shall  negotiate  in  good  faith  to  modify this Agreement so as to effect the
original intent of the parties as closely as possible in an acceptable manner to
the  end  that  the transactions contemplated hereby are fulfilled to the extent
possible.

     11.7     Binding  Effect.  All  the  terms and provisions of this Agreement
              ---------------
whether so expressed or not, shall be binding upon, inure to the benefit of, and
be  enforceable  by  the parties and their respective administrators, executors,
legal  representatives,  heirs,  successors  and  assignees.

     11.8     Preparation  of  Agreement.  This Agreement shall not be construed
              --------------------------
more  strongly  against  any  party  regardless  of  who  is responsible for its
preparation. The parties acknowledge each contributed and is equally responsible
for  its  preparation.

     11.9     Attorneys' Fees.  In the event that it should become necessary for
              ---------------
any  party  entitled  hereunder  to  bring  suit against any other party to this
Agreement  for a breach of this Agreement, the parties hereby covenant and agree
that  the  party  who  is  found to be in breach of this Agreement shall also be
liable  for  all  reasonable  attorneys' fees and costs of court incurred by the
other parties.  Provided, however, in the event that there has been no breach of
this  Agreement,  whether  or  not  the  transactions  contemplated  hereby  are
consummated,  each  party  shall  bear its own costs and expenses (including any
fees  or disbursements of its counsel, accountants, brokers, investment bankers,
and  finder's  fees).

     11.10     Law Governing; Jurisdiction.  This Agreement shall be governed by
               ---------------------------
and  construed  in  accordance with the laws of the State of California, without
regard  to  any  conflicts  of  laws  provisions  thereof.  Each  party  hereby
irrevocably  submits  to the personal jurisdiction of the United States District
Court  for the Central District of California, as well as of the Superior Courts
of the State of California in Riverside County, California over any suit, action
or  proceeding  arising out of or relating to this Agreement.  Each party hereby
irrevocably  waives, to the fullest extent permitted by law, any objection which
it  may  now or hereafter have to the laying of the venue of any such mediation,
arbitration, suit, action or proceeding brought in any such county and any claim
that any such mediation, arbitration, suit, action or proceeding brought in such
county  has  been  brought  in  an  inconvenient  forum.

     11.11     Preparation  and  Filing  of  Securities  and Exchange Commission
               -----------------------------------------------------------------
Filings.  Each  Investor  shall reasonably assist and cooperate with the Company
-------
in  the preparation of all filings with the SEC after the Closing Date due after
the  Closing  Date.

     11.12     Further  Assurances,  Cooperation.  Each  party  shall,  upon
               ---------------------------------
reasonable  request  by  the  other  party,  execute  and deliver any additional
documents necessary or desirable to complete the transactions herein pursuant to
and  in  the manner contemplated by this Agreement.  The parties hereto agree to
cooperate  and  use their respective best efforts to consummate the transactions
contemplated  by  this  Agreement.

     11.13     Survival.  The  representations,  warranties,  covenants  and
               --------
agreements made herein shall survive the Closing of the transaction contemplated
hereby.

     11.14     Third Parties.  Except as disclosed in this Agreement, nothing in
               -------------
this  Agreement, whether express or implied, is intended to confer any rights or
remedies  under  or  by  reason  of this Agreement on any persons other than the
parties  hereto  and  their  respective  administrators,  executors,  legal
representatives,  heirs,  successors and assignees. Nothing in this Agreement is
intended  to  relieve  or  discharge  the  obligation  or liability of any third
persons  to  any party to this Agreement, nor shall any provision give any third
persons  any  right  of  subrogation or action over or against any party to this
Agreement.


                                       14
<PAGE>
     11.15     Failure  or  Indulgence  Not  Waiver;  Remedies  Cumulative.  No
               -----------------------------------------------------------
failure  or  delay  on the part of any party hereto in the exercise of any right
hereunder  shall  impair  such  right  or  be  construed  to  be a waiver of, or
acquiescence  in,  any  breach  of  any  representation,  warranty,  covenant or
agreement  herein,  nor  shall  nay single or partial exercise of any such right
preclude  other  or  further exercise thereof or of any other right.  All rights
and  remedies existing under this Agreement are cumulative to, and not exclusive
of,  any  rights  or  remedies  otherwise  available.

     11.16     Counterparts.  This  Agreement  may  be  executed  in one or more
               ------------
counterparts, and by the different parties hereto in separate counterparts, each
of which when executed shall be deemed to be an original, but all of which taken
together  shall constitute one and the same agreement.  A facsimile transmission
of  this  signed  Agreement  shall  be  legal and binding on all parties hereto.

     IN  WITNESS WHEREOF, the Investor and the Company have as of the date first
written  above  executed  this  Agreement.


                               ENVIRONMENTAL TECHNOLOGIES, INC.



                               By
                                 ----------------------------------------------
                                 Steven D. Rosenthal, Chief Executive Officer

                               BARRON PARTNERS LP



                               By
                                 -----------------------------------------------
                                 Andrew Barron Worden, President, Barron Capital
                                 Advisors LLC, General Partner


Attachments:
-----------
Attachment  A  -  Form  of  Warrants
Attachment  B  -  Registration  Rights  Agreement




                                       15
<PAGE>
THIS  COMMON STOCK PURCHASE WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES
ACT  OF 1933 ACT, AS AMENDED (THE "1933 ACT").  THE HOLDER HEREOF, BY PURCHASING
THIS  COMMON  STOCK PURCHASE WARRANT, AGREES FOR THE BENEFIT OF THE COMPANY THAT
SUCH  SECURITIES  MAY  BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE
COMPANY,  (B)  PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT, OR
(C)  IF  REGISTERED UNDER THE 1933 ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
IN  ADDITION, A STOCK PURCHASE AGREEMENT (THE "STOCK PURCHASE AGREEMENT"), DATED
THE  DATE  HEREOF,  A  COPY  OF  WHICH  MAY  BE OBTAINED FROM THE COMPANY AT ITS
PRINCIPAL  EXECUTIVE  OFFICE,  CONTAINS  CERTAIN ADDITIONAL AGREEMENTS AMONG THE
PARTIES,  INCLUDING,  WITHOUT  LIMITATION,  PROVISIONS  WHICH LIMIT THE EXERCISE
RIGHTS  OF  THE  HOLDER  AND  SPECIFY  MANDATORY  REDEMPTION  OBLIGATIONS OF THE
COMPANY.

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

                          CYBER PUBLIC RELATIONS, INC.
                   A WARRANT FOR THE PURCHASE OF COMMON STOCK


1,500,000 Shares                                    Rancho Cucamonga, California


     THIS  IS  TO CERTIFY that pursuant to that certain Stock Purchase Agreement
of  even  date  herewith  executed  by  the  parties hereto (the "Stock Purchase
Agreement"),  for  value received, BARRON PARTNERS LP (the "Holder") is entitled
at  any  time  from  the  date hereof, but prior to 5:00 p.m., Rancho Cucamonga,
California  time on January ___, 2009, or 18 months after the effectiveness of a
Registration  Statement (hereinafter defined) subsequent to the issuance hereof,
whichever  is  longer,  subject  to  and upon the terms and conditions contained
herein,  to purchase up to 1,500,000 fully paid and non-assessable shares of the
common  stock,  par  value $0.001 per share (the "Common Stock") of CYBER PUBLIC
RELATIONS,  INC.,  a Florida corporation (the "Company"), at a purchase price of
$1.00  per  share  of the Common Stock (the "Exercise Price") such number of the
shares  and  the  Exercise Price being subject to adjustment as provided herein.

     This  A  Warrant  shall  be  void and of no effect and all rights hereunder
shall  cease  at  5:00  p.m.,  Rancho Cucamonga, California time on January ___,
2009,  or  18  months  after  the  effectiveness  of  a  Registration  Statement
subsequent  to  the  issuance  hereof, whichever is longer, except to the extent
theretofore  exercised;  provided that in the case of the earlier dissolution of
the  Company,  this  A  Warrant  shall  become  void  on the date fixed for such
dissolution.  As  used  herein,  "Registration  Statement"  means a registration
statement  filed by the Company on Form S-1, SB-2, or S-3, or some other similar
form  pursuant  to  the  Securities  Act of 1933, as amended (the "1933 Act") to
register  the resale of the shares of the Common Stock upon the exercise of this
A  Warrant.

     1.     Registration of this  A  Warrant.  The Company shall register this A
            --------------------------------
Warrant  upon  records  to be maintained by the Company for that purpose (the "A
Warrant  Register"),  in the name of the record Holder hereof from time to time.
The  Company  may  deem and treat the registered Holder of this A Warrant as the
absolute owner hereof for the purpose of any exercise hereof or any distribution
to the Holder, and for all other purposes, and the Company shall not be affected
by  notice  to  the  contrary.

     2.     Investment  Representation.  The  Holder by accepting this A Warrant
            --------------------------
represents  that  the  Holder is acquiring this A Warrant for its own account or
the account of an affiliate for investment purposes and not with the view to any
offering  or distribution and that the Holder will not sell or otherwise dispose
of  this  A  Warrant  or  the underlying Common Stock in violation of applicable
securities laws.  The Holder acknowledges that the certificates representing any
shares of the Common Stock will bear a legend indicating that they have not been
registered  under the 1933 Act and may not be sold by the Holder except pursuant
to  an  effective  Registration  Statement  or  pursuant  to  an  exemption from
registration  requirements  of  the  1933 Act and in accordance with federal and
state  securities  laws.

     3.     Validity of A Warrant and Issuance of the Common Stock.  The Company
            ------------------------------------------------------
represents and warrants that this A Warrant has been duly authorized and validly
issued and warrants and agrees that the Common Stock that may be issued upon the
exercise of the rights represented by this A Warrant will, when issued upon such
exercise,


                                        1
<PAGE>
be  duly  authorized, validly issued, fully paid and nonassessable and free from
all  taxes,  liens  and  charges  with respect to the issue thereof. The Company
further  warrants  and  agrees  that  during  the period within which the rights
represented  by  this  A Warrant may be exercised, the Company will at all times
have  authorized  and reserved a sufficient number of shares of the Common Stock
to  provide  for  the  exercise  of  the  rights  represented by this A Warrant.

     4.     Registration  of  Transfers  and  Exchange  of this A  Warrant.
            --------------------------------------------------------------

          (a)     Subject to compliance with the legend set forth on the face of
this A Warrant, the Company shall register the transfer of any portion of this A
Warrant  in  the  A  Warrant Register, upon surrender of this A Warrant with the
Form  of Assignment attached hereto duly completed and signed, to the Company at
the  office  specified  in  or  pursuant  to  Paragraph 9 hereof.  Upon any such
registration  or  transfer,  a  new  warrant  to  purchase  the Common Stock, in
substantially  the  form  of  this  A  Warrant  (any  such new warrant, a "New A
Warrant"),  evidencing  the  portion  of  this A Warrant so transferred shall be
issued to the transferee and a New A Warrant evidencing the remaining portion of
this  A  Warrant not so transferred, if any, shall be issued to the transferring
Holder.  The  acceptance of the New A Warrant by the transferee thereof shall be
deemed the acceptance of such transferee of all of the rights and obligations of
the  Holder.

          (b)     This  A  Warrant is exchangeable, upon the surrender hereof by
the  Holder to the office of the Company specified in or pursuant to Paragraph 9
for  one  or  more  New  A  Warrants,  evidencing  in the aggregate the right to
purchase  the  number  of shares of the Common Stock which may then be purchased
hereunder.  Any  such  New  A  Warrant  will be dated the date of such exchange.

     5.     Exercise  of this A  Warrant.
            ----------------------------

          (a)     Upon  surrender of this A Warrant with the Form of Election to
Purchase  attached  hereto  duly  completed  and  signed  to the Company, at its
address  set  forth  in Paragraph 9 hereof, and upon payment and delivery of the
Exercise  Price  multiplied by the number of shares of the Common Stock that the
Holder  intends  to  purchase hereunder, in lawful money of the United States of
America,  in  cash  or  by  certified  or  official bank check or checks, to the
Company, all as specified by the Holder in the Form of Election to Purchase, the
Company  shall  promptly but in no event later than five business days after the
Date  of  Exercise (as defined herein) issue or cause to be issued and delivered
to  or  upon  the  written  order of the Holder and in such name or names as the
Holder  may  designate (subject to the restrictions on transfer described in the
legend set forth on the face of this A Warrant), a certificate for the shares of
the  Common  Stock  issuable upon such exercise, with such restrictive legend as
required by the 1933 Act.  Any person so designated by the Holder to receive the
shares  of  the  Common Stock shall be deemed to have become holder of record of
the  Common  Stock  as  of  the  Date  of  Exercise  of  this  A  Warrant.

          (b)     "Date  of  Exercise" means the date on which the Company shall
have received (i) this A Warrant (or any New A Warrant, as applicable), with the
Form of Election to Purchase attached hereto (or attached to such New A Warrant)
appropriately  completed and duly signed, and (ii) payment of the Exercise Price
for  the  number  of shares of the Common Stock so indicated by the Holder to be
purchased.

          (c)     This  A Warrant shall be exercisable at any time and from time
to  time  for  such  number of shares of the Common Stock as is indicated in the
attached  Form  of  Election to Purchase.  If less than all of the shares of the
Common  Stock  which  may be purchased under this A Warrant are purchased at any
time,  the  Company  shall  issue or cause to be issued, at its expense, a New A
Warrant  evidencing  the right to purchase the remaining number of shares of the
Common  Stock  for  which  no  exercise  has  been  evidenced by this A Warrant.

          (d)     Notwithstanding anything contained herein to the contrary, the
holder  of this A Warrant may, at its election exercised in its sole discretion,
exercise  this  A  Warrant  in  whole or in part and, in lieu of making the cash
payment  otherwise  contemplated to be made to the Company upon such exercise in
payment  of  the Exercise Price, elect instead to receive upon such exercise the
"Net Number" of shares of the Common Stock determined according to the following
formula  (a  "Cashless  Exercise"):


                                        2
<PAGE>
                         Net Number = (A x B) - (A x C)
                                      -----------------
                                            B

          For purposes of the foregoing formula:

               A =  the  total  number  shares  with  respect to which this A
                    Warrant  is  then  being  exercised.

               B =  the  last  reported sale price (as reported by Bloomberg) of
                    the  Common Stock on the date immediately preceding the date
                    of  the  notice  of  exercise  of  this  A  Warrant.

               C =  the  Exercise  Price  then  in effect at the time of such
                    exercise.

     Provided,  however,  notwithstanding  anything  herein  contained  to  the
contrary,  the Holder may not affect a Cashless Exercise of this A Warrant until
after  July  ___,  2004,  and  thereafter  so  long  as  there  is  an effective
Registration Statement with respect to the shares of the Common Stock.

     6.     Adjustment  of  Exercise  Price and Number of Shares.  The shares of
            ----------------------------------------------------
the  Common Stock or other securities at the time issuable upon exercise of this
A  Warrant  and the Exercise Price therefore, are subject to adjustment upon the
occurrence  of  the  following  events:

          (a)     Adjustment  of  the Exercise  Price due to EBIT.  The Exercise
                  -----------------------------------------------
Price  will  be  adjusted on a sliding scale if the earnings before interest and
taxes  ("EBIT") of the Company, not including any non recurring gains or losses,
is  less than $3,000,000 for the fiscal year of the Company ending September 30,
2004  (the  "Adjustment  Date")  as  hereinafter  described.  If the EBIT of the
Company is $2,000,000 or less as of the Adjustment Date, then the Exercise Price
will be $0.25 per share of the Common Stock.  If the EBIT of the Company is less
than  $3,000,000  but  more  than $2,000,000 as of the Adjustment Date, then the
Exercise Price will equal $1.00 - [$.75 x ($3,000,000-E)/$1,000,000], where E is
the  actual EBIT as of Adjustment Date.  For example, if EBIT is $2,500,000, the
Exercise  Price  will be $1.00 - [$.75 x ($3,000,000-$2,500,000)/$1,000,000], or
$0.63.  In  no event will the Exercise Price be less than $0.25 per share of the
Common  Stock.

          (b)     Adjustment  for  Stock  Splits,  Stock  Dividends,
                  --------------------------------------------------
Recapitalizations,  Etc.  The Exercise Price of this A Warrant and the number of
-----------------------
shares  of  the  Common  Stock or other securities at the time issuable upon the
exercise  of this A Warrant shall be appropriately adjusted to reflect any stock
dividend, stock split, combination of shares, reclassification, recapitalization
or  other similar event affecting the number of outstanding shares of the Common
Stock  or  other  securities  of  the  Company.

          (c)     Adjustment for Reorganization, Consolidation, Merger, Etc.  In
                  ---------------------------------------------------------
case  of  any  consolidation  or  merger  of  the Company with or into any other
corporation,  entity  or person, or any other corporate reorganization, in which
the  Company  shall  not  be  the  continuing  or  surviving  entity  of  such
consolidation,  merger or reorganization (any such transaction being referred to
as  a  "Reorganization"),  then, in each case, the Holder, on exercise hereof at
any  time  after  the consummation or effective date of such Reorganization (the
"Effective  Date"),  shall receive, in lieu of the shares of the Common Stock or
other securities of the Company at any time issuable upon the exercise of this A
Warrant  prior  to  the Effective Date, the shares of the Common Stock and other
securities  of  the  Company  and  property (including cash) to which the Holder
would  have  been  entitled  upon the Effective Date if the Holder had exercised
this  A  Warrant immediately prior thereto (all subject to further adjustment as
provided  in  this  A  Warrant).

          (d)     Certificate  as  to Adjustments.  In case of any adjustment or
                  -------------------------------
readjustment in the price or kind of securities issuable on the exercise of this
A  Warrant,  the Company will promptly give written notice thereof to the Holder
in  the form of a certificate, certified and confirmed by the Board of Directors
of  the  Company,  setting  forth such adjustment or readjustment and showing in
reasonable detail the facts upon which such adjustment or readjustment is based.


                                        3
<PAGE>
     7.     Fractional  Shares.  The  Company  shall not be required to issue or
            ------------------
cause to be issued fractional shares of the Common Stock on the exercise of this
A Warrant.  The number of full shares of the Common Stock that shall be issuable
upon  the  exercise  of  this  A  Warrant  shall be computed on the basis of the
aggregate number of shares of the Common Stock purchasable on exercise of this A
Warrant  so  presented.  If  any  fraction  of shares of the Common Stock would,
except  for  the  provisions of this Paragraph 8, be issuable on the exercise of
this  A  Warrant,  the  Company  shall, at its option, (a) pay an amount in cash
equal  to the Exercise Price multiplied by such fraction or (b) round the number
of  shares  of  the  Common  Stock  issuable,  up  to  the  next  whole  number.

     8.     Notice.  All  notices and other communications hereunder shall be in
            ------
writing  and  shall  be  deemed  to  have  been  given  (a) on the date they are
delivered  if  delivered  in  person;  (b)  on  the  date  initially received if
delivered  by  facsimile  transmission  followed by registered or certified mail
confirmation;  (c) on the date delivered by an overnight courier service; or (d)
on  the  third  business day after it is mailed by registered or certified mail,
return  receipt requested with postage and other fees prepaid, if to the Company
addressed to Mr. Steven D. Rosenthal at 8513 Rochester Avenue, Rancho Cucamonga,
California  91730, with a copy to Norman T. Reynolds, Esq. at 815 Walker Street,
Suite  1250,  Houston, Texas 77002, and if to the Holder addressed to Mr. Andrew
Barron  Worden 730 Fifth Avenue, 9th Floor, New York, New York 10019.  Any party
hereto  may  change  its address upon 10 days' written notice to any other party
hereto.

     9.     Miscellaneous.
            -------------

          (a)     This A Warrant shall be binding on and inure to the benefit of
the  parties hereto and their respective successors and permitted assigns.  This
A  Warrant  may  be  amended  only  in writing and signed by the Company and the
Holder.

          (b)     Nothing  in  this  A Warrant shall be construed to give to any
person  or  corporation  other  than  the  Company  and  the Holder any legal or
equitable right, remedy or cause of action under this A Warrant.  This A Warrant
shall  be  for  the  sole  and  exclusive benefit of the Company and the Holder.

          (c)     This  A  Warrant  shall  be  governed  by  and  construed  in
accordance  with  the  laws  of  the  State of California, without regard to any
conflicts  of laws provisions thereof.  Each party hereby irrevocably submits to
the  personal  jurisdiction  of the United States District Court for the Central
District  of  California,  as  well  as  of  the Superior Courts of the State of
California  in  Riverside County, California over any suit, action or proceeding
arising  out  of  or  relating to this Agreement.  Each party hereby irrevocably
waives,  to  the fullest extent permitted by law, any objection which it may now
or hereafter have to the laying of the venue of any such mediation, arbitration,
suit,  action  or  proceeding  brought in any such county and any claim that any
such  mediation,  arbitration, suit, action or proceeding brought in such county
has  been  brought  in  an  inconvenient  forum.

          (d)     The  headings  herein  are  for  convenience  only,  do  not
constitute  a  part of this A Warrant and shall not be deemed to limit or affect
any  of  the  provisions  hereof.

          (e)     In  case  any  one or more of the provisions of this A Warrant
shall  be  invalid  or  unenforceable  in  any  respect,  the  validity  and
enforceability of the remaining terms and provisions of this A Warrant shall not
in  any way be affected or impaired thereby and the parties will attempt in good
faith  to  agree  upon  a  valid  and  enforceable  provision  which  shall be a
commercially  reasonably  substitute  therefore,  and  upon  so  agreeing, shall
incorporate  such  substitute  provision  in  this  A  Warrant.

          (f)     The  Holder  shall  not,  by virtue hereof, be entitled to any
voting or other rights of a shareholder of the Company, either at law or equity,
and  the  rights of the Holder are limited to those expressed in this A Warrant.

          (g)     In  the  event  of  any  conflict  between the terms of this A
Warrant  or  the  Stock  Purchase  Agreement,  the  terms  of the Stock Purchase
Agreement  shall  control.


                                        4
<PAGE>
     IN  WITNESS  WHEREOF,  the  Company  has  caused  this A Warrant to be duly
executed  by  the  authorized  officer  as  of  the  date  first  above  stated.

                                  CYBER PUBLIC RELATIONS, INC.

                                  By
                                    --------------------------------------------
                                    Steven D. Rosenthal, Chief Executive Officer




                                        5
<PAGE>
                          FORM OF ELECTION TO PURCHASE

(To be executed by the Holder to exercise the right to purchase shares of Common
Stock  under  the  foregoing  A  Warrant)

To: Cyber Public Relations, Inc.

     In  accordance  with  the  A Warrant enclosed with this Form of Election to
Purchase,  the  undersigned hereby irrevocably elects to purchase ______________
shares  of  the  Common  Stock  (the "Common Stock"), $0.001 par value, of Cyber
Public  Relations,  Inc. and encloses this A Warrant and $_______ for each share
of the Common Stock being purchased or an aggregate of $________________ in cash
or  certified  or  official  bank  check  or  checks,  which  sum represents the
aggregate  Exercise  Price  (as  defined  in  the  A  Warrant) together with any
applicable taxes payable by the undersigned pursuant to the A Warrant.

     The  undersigned  requests  that  certificates for the shares of the Common
Stock issuable upon this exercise be issued in the name of:

_____________________________________________________

_____________________________________________________

_____________________________________________________
(Please print name and address)

_____________________________________________________
(Please insert Social Security or Tax Identification Number)

     If  the  number  of  shares of the Common Stock issuable upon this exercise
shall  not  be  all  of  the shares of the Common Stock which the undersigned is
entitled  to purchase in accordance with the enclosed A Warrant, the undersigned
requests that a New A Warrant (as defined in the A Warrant) evidencing the right
to purchase the shares of the Common Stock not issuable pursuant to the exercise
evidenced  hereby  be  issued  in  the  name  of  and  delivered  to:

_____________________________________________________

_____________________________________________________

_____________________________________________________
(Please print name and address)



Dated: ________________________         Name of Holder:

                                        (Print)_______________________________

                                        By____________________________________

                                        Name__________________________________

                                        Title_________________________________

                                        Signature must conform in all respects
                                        to name of Holder as specified on the
                                        face of the A Warrant


<PAGE>
THIS  COMMON STOCK PURCHASE WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES
ACT  OF 1933 ACT, AS AMENDED (THE "1933 ACT").  THE HOLDER HEREOF, BY PURCHASING
THIS  COMMON  STOCK PURCHASE WARRANT, AGREES FOR THE BENEFIT OF THE COMPANY THAT
SUCH  SECURITIES  MAY  BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE
COMPANY,  (B)  PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT, OR
(C)  IF  REGISTERED UNDER THE 1933 ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
IN  ADDITION, A STOCK PURCHASE AGREEMENT (THE "STOCK PURCHASE AGREEMENT"), DATED
THE  DATE  HEREOF,  A  COPY  OF  WHICH  MAY  BE OBTAINED FROM THE COMPANY AT ITS
PRINCIPAL  EXECUTIVE  OFFICE,  CONTAINS  CERTAIN ADDITIONAL AGREEMENTS AMONG THE
PARTIES,  INCLUDING,  WITHOUT  LIMITATION,  PROVISIONS  WHICH LIMIT THE EXERCISE
RIGHTS  OF  THE  HOLDER  AND  SPECIFY  MANDATORY  REDEMPTION  OBLIGATIONS OF THE
COMPANY.
                     ---------------------------------------

                          CYBER PUBLIC RELATIONS, INC.
                   B WARRANT FOR THE PURCHASE OF COMMON STOCK


1,650,000 Shares                                    Rancho Cucamonga, California


     THIS  IS  TO CERTIFY that pursuant to that certain Stock Purchase Agreement
of  even  date  herewith  executed  by  the  parties hereto (the "Stock Purchase
Agreement"),  for  value received, BARRON PARTNERS LP (the "Holder") is entitled
at  any  time  from  the  date hereof, but prior to 5:00 p.m., Rancho Cucamonga,
California  time on January ___, 2009, or 18 months after the effectiveness of a
Registration  Statement (hereinafter defined) subsequent to the issuance hereof,
whichever  is  longer,  subject  to  and upon the terms and conditions contained
herein,  to purchase up to 1,650,000 fully paid and non-assessable shares of the
common  stock,  par  value $0.001 per share (the "Common Stock") of CYBER PUBLIC
RELATIONS,  INC.,  a Florida corporation (the "Company"), at a purchase price of
$1.00  per  share  of the Common Stock (the "Exercise Price") such number of the
shares  and  the  Exercise Price being subject to adjustment as provided herein.

     This  B  Warrant  shall  be  void and of no effect and all rights hereunder
shall  cease  at  5:00  p.m.,  Rancho Cucamonga, California time on January ___,
2009,  or  18  months  after  the  effectiveness  of  a  Registration  Statement
subsequent  to  the  issuance  hereof, whichever is longer, except to the extent
theretofore  exercised;  provided that in the case of the earlier dissolution of
the  Company,  this  B  Warrant  shall  become  void  on the date fixed for such
dissolution.  As  used  herein,  "Registration  Statement"  means a registration
statement  filed by the Company on Form S-1, SB-2, or S-3, or some other similar
form  pursuant  to  the  Securities  Act of 1933, as amended (the "1933 Act") to
register  the resale of the shares of the Common Stock upon the exercise of this
B  Warrant.

     1.     Registration of this  B  Warrant.  The Company shall register this B
            --------------------------------
Warrant  upon  records  to be maintained by the Company for that purpose (the "B
Warrant  Register"),  in the name of the record Holder hereof from time to time.
The  Company  may  deem and treat the registered Holder of this B Warrant as the
absolute owner hereof for the purpose of any exercise hereof or any distribution
to the Holder, and for all other purposes, and the Company shall not be affected
by  notice  to  the  contrary.

     2.     Investment  Representation.  The  Holder by accepting this B Warrant
            --------------------------
represents  that  the  Holder is acquiring this B Warrant for its own account or
the account of an affiliate for investment purposes and not with the view to any
offering  or distribution and that the Holder will not sell or otherwise dispose
of  this  B  Warrant  or  the underlying Common Stock in violation of applicable
securities laws.  The Holder acknowledges that the certificates representing any
shares of the Common Stock will bear a legend indicating that they have not been
registered  under the 1933 Act and may not be sold by the Holder except pursuant
to  an  effective  Registration  Statement  or  pursuant  to  an  exemption from
registration  requirements  of  the  1933 Act and in accordance with federal and
state  securities  laws.

     3.     Validity of B Warrant and Issuance of the Common Stock.  The Company
            ------------------------------------------------------
represents and warrants that this B Warrant has been duly authorized and validly
issued and warrants and agrees that the Common Stock that may be issued upon the
exercise of the rights represented by this B Warrant will, when issued upon such
exercise,  be


                                        1
<PAGE>
duly  authorized, validly issued, fully paid and nonassessable and free from all
taxes,  liens and charges with respect to the issue thereof. The Company further
warrants  and  agrees that during the period within which the rights represented
by  this  B  Warrant  may  be  exercised,  the  Company  will  at all times have
authorized  and  reserved  a  sufficient number of shares of the Common Stock to
provide  for  the  exercise  of  the  rights  represented  by  this  B  Warrant.

     4.     Registration  of  Transfers  and  Exchange of this  B  Warrant.
            --------------------------------------------------------------

          (a)     Subject to compliance with the legend set forth on the face of
this B Warrant, the Company shall register the transfer of any portion of this B
Warrant  in  the  B  Warrant Register, upon surrender of this B Warrant with the
Form  of Assignment attached hereto duly completed and signed, to the Company at
the  office  specified  in  or  pursuant  to  Paragraph 9 hereof.  Upon any such
registration  or  transfer,  a  new  warrant  to  purchase  the Common Stock, in
substantially  the  form  of  this  B  Warrant  (any  such new warrant, a "New B
Warrant"),  evidencing  the  portion  of  this B Warrant so transferred shall be
issued to the transferee and a New B Warrant evidencing the remaining portion of
this  B  Warrant not so transferred, if any, shall be issued to the transferring
Holder.  The  acceptance of the New B Warrant by the transferee thereof shall be
deemed the acceptance of such transferee of all of the rights and obligations of
the  Holder.

          (b)     This  B  Warrant is exchangeable, upon the surrender hereof by
the  Holder to the office of the Company specified in or pursuant to Paragraph 9
for  one  or  more  New  B  Warrants,  evidencing  in the aggregate the right to
purchase  the  number  of shares of the Common Stock which may then be purchased
hereunder.  Any  such  New  B  Warrant  will be dated the date of such exchange.

     5.     Exercise of this  B  Warrant.
            ----------------------------

          (a)     Upon  surrender of this B Warrant with the Form of Election to
Purchase  attached  hereto  duly  completed  and  signed  to the Company, at its
address  set  forth  in Paragraph 9 hereof, and upon payment and delivery of the
Exercise  Price  multiplied by the number of shares of the Common Stock that the
Holder  intends  to  purchase hereunder, in lawful money of the United States of
America,  in  cash  or  by  certified  or  official bank check or checks, to the
Company, all as specified by the Holder in the Form of Election to Purchase, the
Company  shall  promptly but in no event later than five business days after the
Date  of  Exercise (as defined herein) issue or cause to be issued and delivered
to  or  upon  the  written  order of the Holder and in such name or names as the
Holder  may  designate (subject to the restrictions on transfer described in the
legend set forth on the face of this B Warrant), a certificate for the shares of
the  Common  Stock  issuable upon such exercise, with such restrictive legend as
required by the 1933 Act.  Any person so designated by the Holder to receive the
shares  of  the  Common Stock shall be deemed to have become holder of record of
the  Common  Stock  as  of  the  Date  of  Exercise  of  this  B  Warrant.

          (b)     "Date  of  Exercise" means the date on which the Company shall
have received (i) this B Warrant (or any New B Warrant, as applicable), with the
Form of Election to Purchase attached hereto (or attached to such New B Warrant)
appropriately  completed and duly signed, and (ii) payment of the Exercise Price
for  the  number  of shares of the Common Stock so indicated by the Holder to be
purchased.

          (c)     This  B Warrant shall be exercisable at any time and from time
to  time  for  such  number of shares of the Common Stock as is indicated in the
attached  Form  of  Election to Purchase.  If less than all of the shares of the
Common  Stock  which  may be purchased under this B Warrant are purchased at any
time,  the  Company  shall  issue or cause to be issued, at its expense, a New B
Warrant  evidencing  the right to purchase the remaining number of shares of the
Common  Stock  for  which  no  exercise  has  been  evidenced by this B Warrant.

          (d)     Notwithstanding anything contained herein to the contrary, the
holder  of this B Warrant may, at its election exercised in its sole discretion,
exercise  this  B  Warrant  in  whole or in part and, in lieu of making the cash
payment  otherwise  contemplated to be made to the Company upon such exercise in
payment  of  the Exercise Price, elect instead to receive upon such exercise the
"Net Number" of shares of the Common Stock determined according to the following
formula  (a  "Cashless  Exercise"):


                                        2
<PAGE>
                         Net Number = (A x B) - (A x C)
                                      -----------------
                                              B

               For purposes of the foregoing formula:

                    A =  the total number shares with respect to which this B
                         Warrant is then being exercised.

                    B =  the  last  reported  sale  price  (as  reported  by
                         Bloomberg) of the Common Stock on the date immediately
                         preceding the date of the notice of exercise of this B
                         Warrant.

                    C =  the Exercise Price then in effect at the time of such
                         exercise.

     Provided,  however,  notwithstanding  anything  herein  contained  to  the
contrary,  the Holder may not affect a Cashless Exercise of this B Warrant until
after  July  ___,  2004,  and  thereafter  so  long  as  there  is  an effective
Registration Statement with respect to the shares of the Common Stock.

     6.     Call by the Company.  In  the event  that  the  closing price of the
            ------------------
Common Stock as listed on a nationally public securities market is $1.75 or more
for  a  period of 20 consecutive trading days and the Registration Statement for
the  Common Stock is effective for such 20 consecutive trading days, the Company
may  call  this  B  Warrant upon 30 days notice and pay to the Holder the sum of
$0.001  per  share  of  the Common Stock covered by this B Warrant, for all such
shares  not  purchased under the exercise provisions at the expiration of the 30
days  notice  period.

     7.     Adjustment  of  Exercise  Price and Number of Shares.  The shares of
            ----------------------------------------------------
the  Common Stock or other securities at the time issuable upon exercise of this
B  Warrant  and the Exercise Price therefore, are subject to adjustment upon the
occurrence  of  the  following  events:

          (a)     Adjustment  of  the  Exercise Price due to EBIT.  The Exercise
                  -----------------------------------------------
Price  will  be  adjusted on a sliding scale if the earnings before interest and
taxes  ("EBIT") of the Company, not including any non recurring gains or losses,
is  less than $3,000,000 for the fiscal year of the Company ending September 30,
2004  (the  "Adjustment  Date")  as  hereinafter  described.  If the EBIT of the
Company is $2,000,000 or less as of the Adjustment Date, then the Exercise Price
will be $0.25 per share of the Common Stock.  If the EBIT of the Company is less
than  $3,000,000  but  more  than $2,000,000 as of the Adjustment Date, then the
Exercise Price will equal $1.00 - [$.75 x ($3,000,000-E)/$1,000,000], where E is
the  actual EBIT as of Adjustment Date.  For example, if EBIT is $2,500,000, the
Exercise  Price  will be $1.00 - [$.75 x ($3,000,000-$2,500,000)/$1,000,000], or
$0.63.  In  no event will the Exercise Price be less than $0.25 per share of the
Common  Stock.

          (b)     Adjustment  for  Stock  Splits,  Stock  Dividends,
                  --------------------------------------------------
Recapitalizations,  Etc.  The Exercise Price of this B Warrant and the number of
-----------------------
shares  of  the  Common  Stock or other securities at the time issuable upon the
exercise  of this B Warrant shall be appropriately adjusted to reflect any stock
dividend, stock split, combination of shares, reclassification, recapitalization
or  other similar event affecting the number of outstanding shares of the Common
Stock  or  other  securities  of  the  Company.

          (c)     Adjustment for Reorganization, Consolidation, Merger, Etc.  In
                  ---------------------------------------------------------
case  of  any  consolidation  or  merger  of  the Company with or into any other
corporation,  entity  or person, or any other corporate reorganization, in which
the  Company  shall  not  be  the  continuing  or  surviving  entity  of  such
consolidation,  merger or reorganization (any such transaction being referred to
as  a  "Reorganization"),  then, in each case, the Holder, on exercise hereof at
any  time  after  the consummation or effective date of such Reorganization (the
"Effective  Date"),  shall receive, in lieu of the shares of the Common Stock or
other securities of the Company at any time issuable upon the exercise of this B
Warrant  prior  to  the Effective Date, the shares of the Common Stock and other
securities  of  the  Company  and  property (including cash) to which the Holder
would  have  been  entitled  upon the Effective Date


                                        3
<PAGE>
if  the  Holder  had  exercised  this  B  Warrant immediately prior thereto (all
subject  to  further  adjustment  as  provided  in  this  B  Warrant).

          (d)     Certificate  as  to Adjustments.  In case of any adjustment or
                  -------------------------------
readjustment in the price or kind of securities issuable on the exercise of this
B  Warrant,  the Company will promptly give written notice thereof to the Holder
in  the form of a certificate, certified and confirmed by the Board of Directors
of  the  Company,  setting  forth such adjustment or readjustment and showing in
reasonable detail the facts upon which such adjustment or readjustment is based.

     8.     Fractional  Shares.  The  Company  shall not be required to issue or
            ------------------
cause to be issued fractional shares of the Common Stock on the exercise of this
B Warrant.  The number of full shares of the Common Stock that shall be issuable
upon  the  exercise  of  this  B  Warrant  shall be computed on the basis of the
aggregate number of shares of the Common Stock purchasable on exercise of this B
Warrant  so  presented.  If  any  fraction  of shares of the Common Stock would,
except  for  the  provisions of this Paragraph 8, be issuable on the exercise of
this  B  Warrant,  the  Company  shall, at its option, (a) pay an amount in cash
equal  to the Exercise Price multiplied by such fraction or (b) round the number
of shares of the Common Stock issuable, up to the next whole number.

     9.     Notice.  All  notices and other communications hereunder shall be in
            ------
writing  and  shall  be  deemed  to  have  been  given  (a) on the date they are
delivered  if  delivered  in  person;  (b)  on  the  date  initially received if
delivered  by  facsimile  transmission  followed by registered or certified mail
confirmation;  (c) on the date delivered by an overnight courier service; or (d)
on  the  third  business day after it is mailed by registered or certified mail,
return  receipt requested with postage and other fees prepaid, if to the Company
addressed to Mr. Steven D. Rosenthal at 8513 Rochester Avenue, Rancho Cucamonga,
California  91730, with a copy to Norman T. Reynolds, Esq. at 815 Walker Street,
Suite  1250,  Houston, Texas 77002, and if to the Holder addressed to Mr. Andrew
Barron  Worden 730 Fifth Avenue, 9th Floor, New York, New York 10019.  Any party
hereto  may  change  its address upon 10 days' written notice to any other party
hereto.

     10.     Miscellaneous.
             -------------

          (a)     This B Warrant shall be binding on and inure to the benefit of
the  parties hereto and their respective successors and permitted assigns.  This
B  Warrant  may  be  amended  only  in writing and signed by the Company and the
Holder.

          (b)     Nothing  in  this  B Warrant shall be construed to give to any
person  or  corporation  other  than  the  Company  and  the Holder any legal or
equitable right, remedy or cause of action under this B Warrant.  This B Warrant
shall  be  for  the  sole  and  exclusive benefit of the Company and the Holder.

          (c)     This  B  Warrant  shall  be  governed  by  and  construed  in
accordance  with  the  laws  of  the  State of California, without regard to any
conflicts  of laws provisions thereof.  Each party hereby irrevocably submits to
the  personal  jurisdiction  of the United States District Court for the Central
District  of  California,  as  well  as  of  the Superior Courts of the State of
California  in  Riverside County, California over any suit, action or proceeding
arising  out  of  or  relating to this Agreement.  Each party hereby irrevocably
waives,  to  the fullest extent permitted by law, any objection which it may now
or hereafter have to the laying of the venue of any such mediation, arbitration,
suit,  action  or  proceeding  brought in any such county and any claim that any
such  mediation,  arbitration, suit, action or proceeding brought in such county
has  been  brought  in  an  inconvenient  forum.

          (d)     The  headings  herein  are  for  convenience  only,  do  not
constitute  a  part of this B Warrant and shall not be deemed to limit or affect
any  of  the  provisions  hereof.

          (e)     In  case  any  one or more of the provisions of this B Warrant
shall  be  invalid  or  unenforceable  in  any  respect,  the  validity  and
enforceability of the remaining terms and provisions of this B Warrant shall not
in  any way be affected or impaired thereby and the parties will attempt in good
faith  to  agree  upon  a  valid  and  enforceable  provision  which  shall be a
commercially  reasonably  substitute  therefore,  and  upon  so  agreeing, shall
incorporate  such  substitute  provision  in  this  B  Warrant.


                                        4
<PAGE>
          (f)     The  Holder  shall  not,  by virtue hereof, be entitled to any
voting or other rights of a shareholder of the Company, either at law or equity,
and  the  rights of the Holder are limited to those expressed in this B Warrant.

          (g)     In  the  event  of  any  conflict  between the terms of this B
Warrant  or  the  Stock  Purchase  Agreement,  the  terms  of the Stock Purchase
Agreement  shall  control.

     IN  WITNESS  WHEREOF,  the  Company  has  caused  this B Warrant to be duly
executed by the authorized officer as of the date first above stated.

                                CYBER PUBLIC RELATIONS, INC.

                                By
                                  ----------------------------------------------
                                  Steven D. Rosenthal, Chief Executive Officer





                                        5
<PAGE>
                          FORM OF ELECTION TO PURCHASE

(To be executed by the Holder to exercise the right to purchase shares of Common
Stock  under  the  foregoing  B  Warrant)

To:  Cyber  Public  Relations,  Inc.

     In  accordance  with  the  B Warrant enclosed with this Form of Election to
Purchase,  the  undersigned hereby irrevocably elects to purchase ______________
shares  of  the  Common  Stock  (the "Common Stock"), $0.001 par value, of Cyber
Public  Relations,  Inc. and encloses this B Warrant and $_______ for each share
of the Common Stock being purchased or an aggregate of $________________ in cash
or  certified  or  official  bank  check  or  checks,  which  sum represents the
aggregate  Exercise  Price  (as  defined  in  the  B  Warrant) together with any
applicable taxes payable by the undersigned pursuant to the B Warrant.

     The  undersigned  requests  that  certificates for the shares of the Common
Stock issuable upon this exercise be issued in the name of:

________________________________________________

________________________________________________

________________________________________________

________________________________________________
(Please print name and address)


________________________________________________
(Please insert Social Security or Tax Identification Number)

     If  the  number  of  shares of the Common Stock issuable upon this exercise
shall  not  be  all  of  the shares of the Common Stock which the undersigned is
entitled  to purchase in accordance with the enclosed B Warrant, the undersigned
requests that a New B Warrant (as defined in the B Warrant) evidencing the right
to purchase the shares of the Common Stock not issuable pursuant to the exercise
evidenced hereby be issued in the name of and delivered to:

_________________________________________

_________________________________________

_________________________________________
(Please print name and address)



Dated: __________________________       Name of Holder:

                                        (Print)________________________________

                                        By_____________________________________

                                        Name___________________________________

                                        Title__________________________________

                                        Signature must conform in all respects
                                        to name of Holder as specified on the
                                        face of the B Warrant


<PAGE>
THIS  COMMON STOCK PURCHASE WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES
ACT  OF 1933 ACT, AS AMENDED (THE "1933 ACT").  THE HOLDER HEREOF, BY PURCHASING
THIS  COMMON  STOCK PURCHASE WARRANT, AGREES FOR THE BENEFIT OF THE COMPANY THAT
SUCH  SECURITIES  MAY  BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE
COMPANY,  (B)  PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT, OR
(C)  IF  REGISTERED UNDER THE 1933 ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
IN  ADDITION, A STOCK PURCHASE AGREEMENT (THE "STOCK PURCHASE AGREEMENT"), DATED
THE  DATE  HEREOF,  A  COPY  OF  WHICH  MAY  BE OBTAINED FROM THE COMPANY AT ITS
PRINCIPAL  EXECUTIVE  OFFICE,  CONTAINS  CERTAIN ADDITIONAL AGREEMENTS AMONG THE
PARTIES,  INCLUDING,  WITHOUT  LIMITATION,  PROVISIONS  WHICH LIMIT THE EXERCISE
RIGHTS  OF  THE  HOLDER  AND  SPECIFY  MANDATORY  REDEMPTION  OBLIGATIONS OF THE
COMPANY.

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

                          CYBER PUBLIC RELATIONS, INC.
                   C WARRANT FOR THE PURCHASE OF COMMON STOCK


2,000,000 Shares                                    Rancho Cucamonga, California


     THIS  IS  TO CERTIFY that pursuant to that certain Stock Purchase Agreement
of  even  date  herewith  executed  by  the  parties hereto (the "Stock Purchase
Agreement"),  for  value received, BARRON PARTNERS LP (the "Holder") is entitled
at  any  time  from  the  date hereof, but prior to 5:00 p.m., Rancho Cucamonga,
California  time on January ___, 2009, or 18 months after the effectiveness of a
Registration  Statement (hereinafter defined) subsequent to the issuance hereof,
whichever  is  longer,  subject  to  and upon the terms and conditions contained
herein,  to purchase up to 2,000,000 fully paid and non-assessable shares of the
common  stock,  par  value $0.001 per share (the "Common Stock") of CYBER PUBLIC
RELATIONS,  INC.,  a Florida corporation (the "Company"), at a purchase price of
$2.00  per  share  of the Common Stock (the "Exercise Price") such number of the
shares  and  the  Exercise Price being subject to adjustment as provided herein.

     This  C  Warrant  shall  be  void and of no effect and all rights hereunder
shall  cease  at  5:00  p.m.,  Rancho Cucamonga, California time on January ___,
2009,  or  18  months  after  the  effectiveness  of  a  Registration  Statement
subsequent  to  the  issuance  hereof, whichever is longer, except to the extent
theretofore  exercised;  provided that in the case of the earlier dissolution of
the  Company,  this  C  Warrant  shall  become  void  on the date fixed for such
dissolution.  As  used  herein,  "Registration  Statement"  means a registration
statement  filed by the Company on Form S-1, SB-2, or S-3, or some other similar
form  pursuant  to  the  Securities  Act of 1933, as amended (the "1933 Act") to
register  the resale of the shares of the Common Stock upon the exercise of this
C  Warrant.

     1.     Registration  of this C  Warrant.  The Company shall register this C
            --------------------------------
Warrant  upon  records  to be maintained by the Company for that purpose (the "C
Warrant  Register"),  in the name of the record Holder hereof from time to time.
The  Company  may  deem and treat the registered Holder of this C Warrant as the
absolute owner hereof for the purpose of any exercise hereof or any distribution
to the Holder, and for all other purposes, and the Company shall not be affected
by  notice  to  the  contrary.

     2.     Investment  Representation.  The  Holder by accepting this C Warrant
            --------------------------
represents  that  the  Holder is acquiring this C Warrant for its own account or
the account of an affiliate for investment purposes and not with the view to any
offering  or distribution and that the Holder will not sell or otherwise dispose
of  this  C  Warrant  or  the underlying Common Stock in violation of applicable
securities laws.  The Holder acknowledges that the certificates representing any
shares of the Common Stock will bear a legend indicating that they have not been
registered  under the 1933 Act and may not be sold by the Holder except pursuant
to  an  effective  Registration  Statement  or  pursuant  to  an  exemption from
registration  requirements  of  the  1933 Act and in accordance with federal and
state  securities  laws.

     3.     Validity of C Warrant and Issuance of the Common Stock.  The Company
            ------------------------------------------------------
represents and warrants that this C Warrant has been duly authorized and validly
issued and warrants and agrees that the Common Stock that may be issued upon the
exercise of the rights represented by this C Warrant will, when issued upon such
exercise,  be


                                        1
<PAGE>
duly  authorized, validly issued, fully paid and nonassessable and free from all
taxes,  liens and charges with respect to the issue thereof. The Company further
warrants  and  agrees that during the period within which the rights represented
by  this  C  Warrant  may  be  exercised,  the  Company  will  at all times have
authorized  and  reserved  a  sufficient number of shares of the Common Stock to
provide  for  the  exercise  of  the  rights  represented  by  this  C  Warrant.

     4.     Registration  of  Transfers  and  Exchange of this  C  Warrant.
            --------------------------------------------------------------

          (a)     Subject to compliance with the legend set forth on the face of
this C Warrant, the Company shall register the transfer of any portion of this C
Warrant  in  the  C  Warrant Register, upon surrender of this C Warrant with the
Form  of Assignment attached hereto duly completed and signed, to the Company at
the  office  specified  in  or  pursuant  to  Paragraph 9 hereof.  Upon any such
registration  or  transfer,  a  new  warrant  to  purchase  the Common Stock, in
substantially  the  form  of  this  C  Warrant  (any  such new warrant, a "New C
Warrant"),  evidencing  the  portion  of  this C Warrant so transferred shall be
issued to the transferee and a New C Warrant evidencing the remaining portion of
this  C  Warrant not so transferred, if any, shall be issued to the transferring
Holder.  The  acceptance of the New C Warrant by the transferee thereof shall be
deemed the acceptance of such transferee of all of the rights and obligations of
the  Holder.

          (b)     This  C  Warrant is exchangeable, upon the surrender hereof by
the  Holder to the office of the Company specified in or pursuant to Paragraph 9
for  one  or  more  New  C  Warrants,  evidencing  in the aggregate the right to
purchase  the  number  of shares of the Common Stock which may then be purchased
hereunder. Any such New C Warrant will be dated the date of such exchange.

     5.     Exercise of this  C  Warrant.
            ----------------------------

          (a)     Upon  surrender of this C Warrant with the Form of Election to
Purchase  attached  hereto  duly  completed  and  signed  to the Company, at its
address  set  forth  in Paragraph 9 hereof, and upon payment and delivery of the
Exercise  Price  multiplied by the number of shares of the Common Stock that the
Holder  intends  to  purchase hereunder, in lawful money of the United States of
America,  in  cash  or  by  certified  or  official bank check or checks, to the
Company, all as specified by the Holder in the Form of Election to Purchase, the
Company  shall  promptly but in no event later than five business days after the
Date  of  Exercise (as defined herein) issue or cause to be issued and delivered
to  or  upon  the  written  order of the Holder and in such name or names as the
Holder  may  designate (subject to the restrictions on transfer described in the
legend set forth on the face of this C Warrant), a certificate for the shares of
the  Common  Stock  issuable upon such exercise, with such restrictive legend as
required by the 1933 Act.  Any person so designated by the Holder to receive the
shares  of  the  Common Stock shall be deemed to have become holder of record of
the  Common  Stock  as  of  the  Date  of  Exercise  of  this  C  Warrant.

          (b)     "Date  of  Exercise" means the date on which the Company shall
have received (i) this C Warrant (or any New C Warrant, as applicable), with the
Form of Election to Purchase attached hereto (or attached to such New C Warrant)
appropriately  completed and duly signed, and (ii) payment of the Exercise Price
for  the  number  of shares of the Common Stock so indicated by the Holder to be
purchased.

          (c)     This  C Warrant shall be exercisable at any time and from time
to  time  for  such  number of shares of the Common Stock as is indicated in the
attached  Form  of  Election to Purchase.  If less than all of the shares of the
Common  Stock  which  may be purchased under this C Warrant are purchased at any
time,  the  Company  shall  issue or cause to be issued, at its expense, a New C
Warrant  evidencing  the right to purchase the remaining number of shares of the
Common Stock for which no exercise has been evidenced by this C Warrant.

          (d)     Notwithstanding anything contained herein to the contrary, the
holder  of this C Warrant may, at its election exercised in its sole discretion,
exercise  this  C  Warrant  in  whole or in part and, in lieu of making the cash
payment  otherwise  contemplated to be made to the Company upon such exercise in
payment  of  the Exercise Price, elect instead to receive upon such exercise the
"Net Number" of shares of the Common Stock determined according to the following
formula  (a  "Cashless  Exercise"):


                                        2
<PAGE>
                         Net Number = (A x B) - (A x C)
                                      -----------------
                                              B

          For purposes of the foregoing formula:

                    A =  the total number shares  with  respect  to which this C
                         Warrant  is  then  being  exercised.

                    B =  the  last  reported  sale  price  (as  reported  by
                         Bloomberg)  of the Common Stock on the date immediately
                         preceding  the date of the notice of exercise of this C
                         Warrant.

                    C =  the Exercise  Price  then in effect at the time of such
                         exercise.

     Provided,  however,  notwithstanding  anything  herein  contained  to  the
contrary,  the Holder may not affect a Cashless Exercise of this C Warrant until
after  January  ___,  2006,  and  thereafter  so  long  as there is an effective
Registration  Statement  with  respect  to  the  shares  of  the  Common  Stock.

     6.     Call by the Company.  In  the  event that  the  closing price of the
            -------------------
Common Stock as listed on a nationally public securities market is $2.75 or more
for  a  period of 20 consecutive trading days and the Registration Statement for
the  Common Stock is effective for such 20 consecutive trading days, the Company
may  call  this  C  Warrant upon 30 days notice and pay to the Holder the sum of
$0.001  per  share  of  the Common Stock covered by this C Warrant, for all such
shares  not  purchased under the exercise provisions at the expiration of the 30
days  notice  period.

     7.     Adjustment  of  Exercise  Price and Number of Shares.  The shares of
            ----------------------------------------------------
the  Common Stock or other securities at the time issuable upon exercise of this
C  Warrant  and  the Exercise Price therefor, are subject to adjustment upon the
occurrence  of  the  following  events:

          (a)     Adjustment  for  Stock  Splits,  Stock  Dividends,
                  --------------------------------------------------
Recapitalizations,  Etc.  The Exercise Price of this C Warrant and the number of
-----------------------
shares  of  the  Common  Stock or other securities at the time issuable upon the
exercise  of this C Warrant shall be appropriately adjusted to reflect any stock
dividend, stock split, combination of shares, reclassification, recapitalization
or  other similar event affecting the number of outstanding shares of the Common
Stock  or  other  securities  of  the  Company.

          (b)     Adjustment for Reorganization, Consolidation, Merger, Etc.  In
                  ---------------------------------------------------------
case  of  any  consolidation  or  merger  of  the Company with or into any other
corporation,  entity  or person, or any other corporate reorganization, in which
the  Company  shall  not  be  the  continuing  or  surviving  entity  of  such
consolidation,  merger or reorganization (any such transaction being referred to
as  a  "Reorganization"),  then, in each case, the Holder, on exercise hereof at
any  time  after  the consummation or effective date of such Reorganization (the
"Effective  Date"),  shall receive, in lieu of the shares of the Common Stock or
other securities of the Company at any time issuable upon the exercise of this C
Warrant  prior  to  the Effective Date, the shares of the Common Stock and other
securities  of  the  Company  and  property (including cash) to which the Holder
would  have  been  entitled  upon the Effective Date if the Holder had exercised
this  C  Warrant immediately prior thereto (all subject to further adjustment as
provided  in  this  C  Warrant).

          (c)     Certificate  as  to Adjustments.  In case of any adjustment or
                  -------------------------------
readjustment in the price or kind of securities issuable on the exercise of this
C  Warrant,  the Company will promptly give written notice thereof to the Holder
in  the form of a certificate, certified and confirmed by the Board of Directors
of  the  Company,  setting  forth such adjustment or readjustment and showing in
reasonable detail the facts upon which such adjustment or readjustment is based.

     8.     Fractional  Shares.  The  Company  shall not be required to issue or
            ------------------
cause to be issued fractional shares of the Common Stock on the exercise of this
C  Warrant.  The  number  of  full  shares  of  the  Common  Stock


                                        3
<PAGE>
that  shall be issuable upon the exercise of this C Warrant shall be computed on
the  basis  of the aggregate number of shares of the Common Stock purchasable on
exercise of this C Warrant so presented. If any fraction of shares of the Common
Stock  would,  except for the provisions of this Paragraph 8, be issuable on the
exercise  of this C Warrant, the Company shall, at its option, (a) pay an amount
in cash equal to the Exercise Price multiplied by such fraction or (b) round the
number  of  shares  of  the  Common Stock issuable, up to the next whole number.

     9.     Notice.  All  notices and other communications hereunder shall be in
            ------
writing  and  shall  be  deemed  to  have  been  given  (a) on the date they are
delivered  if  delivered  in  person;  (b)  on  the  date  initially received if
delivered  by  facsimile  transmission  followed by registered or certified mail
confirmation;  (c) on the date delivered by an overnight courier service; or (d)
on  the  third  business day after it is mailed by registered or certified mail,
return  receipt requested with postage and other fees prepaid, if to the Company
addressed to Mr. Steven D. Rosenthal at 8513 Rochester Avenue, Rancho Cucamonga,
California  91730, with a copy to Norman T. Reynolds, Esq. at 815 Walker Street,
Suite  1250,  Houston, Texas 77002, and if to the Holder addressed to Mr. Andrew
Barron  Worden 730 Fifth Avenue, 9th Floor, New York, New York 10019.  Any party
hereto  may  change  its address upon 10 days' written notice to any other party
hereto.

     10.     Miscellaneous.
             -------------

          (a)     This C Warrant shall be binding on and inure to the benefit of
the  parties hereto and their respective successors and permitted assigns.  This
C  Warrant  may  be  amended  only  in writing and signed by the Company and the
Holder.

          (b)     Nothing  in  this  C Warrant shall be construed to give to any
person  or  corporation  other  than  the  Company  and  the Holder any legal or
equitable right, remedy or cause of action under this C Warrant.  This C Warrant
shall be for the sole and exclusive benefit of the Company and the Holder.

          (c)     This  C  Warrant  shall  be  governed  by  and  construed  in
accordance  with  the  laws  of  the  State of California, without regard to any
conflicts  of laws provisions thereof.  Each party hereby irrevocably submits to
the  personal  jurisdiction  of the United States District Court for the Central
District  of  California,  as  well  as  of  the Superior Courts of the State of
California  in  Riverside County, California over any suit, action or proceeding
arising  out  of  or  relating to this Agreement.  Each party hereby irrevocably
waives,  to  the fullest extent permitted by law, any objection which it may now
or hereafter have to the laying of the venue of any such mediation, arbitration,
suit,  action  or  proceeding  brought in any such county and any claim that any
such  mediation,  arbitration, suit, action or proceeding brought in such county
has  been  brought  in  an  inconvenient  forum.

          (d)     The  headings  herein  are  for  convenience  only,  do  not
constitute  a  part of this C Warrant and shall not be deemed to limit or affect
any  of  the  provisions  hereof.

          (e)     In  case  any  one or more of the provisions of this C Warrant
shall  be  invalid  or  unenforceable  in  any  respect,  the  validity  and
enforceability of the remaining terms and provisions of this C Warrant shall not
in  any way be affected or impaired thereby and the parties will attempt in good
faith  to  agree  upon  a  valid  and  enforceable  provision  which  shall be a
commercially  reasonably  substitute  therefore,  and  upon  so  agreeing, shall
incorporate  such  substitute  provision  in  this  C  Warrant.

          (f)     The  Holder  shall  not,  by virtue hereof, be entitled to any
voting or other rights of a shareholder of the Company, either at law or equity,
and  the  rights of the Holder are limited to those expressed in this C Warrant.

          (g)     In  the  event  of  any  conflict  between the terms of this C
Warrant  or  the  Stock  Purchase  Agreement,  the  terms  of the Stock Purchase
Agreement  shall  control.


                                        4
<PAGE>
     IN  WITNESS  WHEREOF,  the  Company  has  caused  this C Warrant to be duly
executed  by  the  authorized  officer  as  of  the  date  first  above  stated.

                               CYBER PUBLIC RELATIONS, INC.

                               By
                                 -----------------------------------------------
                                 Steven D. Rosenthal, Chief Executive Officer





                                        5
<PAGE>
                          FORM OF ELECTION TO PURCHASE

(To be executed by the Holder to exercise the right to purchase shares of Common
Stock  under  the  foregoing  C  Warrant)

To:  Cyber  Public  Relations,  Inc.

     In  accordance  with  the  C Warrant enclosed with this Form of Election to
Purchase,  the  undersigned hereby irrevocably elects to purchase ______________
shares  of  the  Common  Stock  (the "Common Stock"), $0.001 par value, of Cyber
Public  Relations,  Inc. and encloses this C Warrant and $_______ for each share
of the Common Stock being purchased or an aggregate of $________________ in cash
or  certified  or  official  bank  check  or  checks,  which  sum represents the
aggregate  Exercise  Price  (as  defined  in  the  C  Warrant) together with any
applicable taxes payable by the undersigned pursuant to the C Warrant.

     The  undersigned  requests  that  certificates for the shares of the Common
Stock issuable upon this exercise be issued in the name of:

_______________________________________________

_______________________________________________

_______________________________________________
(Please print name and address)

_______________________________________________
(Please insert Social Security or Tax Identification Number)

     If  the  number  of  shares of the Common Stock issuable upon this exercise
shall  not  be  all  of  the shares of the Common Stock which the undersigned is
entitled  to purchase in accordance with the enclosed C Warrant, the undersigned
requests that a New C Warrant (as defined in the C Warrant) evidencing the right
to purchase the shares of the Common Stock not issuable pursuant to the exercise
evidenced  hereby  be  issued  in  the  name  of  and  delivered  to:

__________________________________________

__________________________________________

__________________________________________
(Please print name and address)

Dated:  _________________________       Name of Holder:

                                        (Print)________________________________

                                        By_____________________________________

                                        Name___________________________________

                                        Title__________________________________

                                        Signature must conform in all respects
                                        to name of Holder as specified on the
                                        face of the C Warrant



<PAGE>
THIS  COMMON STOCK PURCHASE WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES
ACT  OF 1933 ACT, AS AMENDED (THE "1933 ACT").  THE HOLDER HEREOF, BY PURCHASING
THIS  COMMON  STOCK PURCHASE WARRANT, AGREES FOR THE BENEFIT OF THE COMPANY THAT
SUCH  SECURITIES  MAY  BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE
COMPANY,  (B)  PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT, OR
(C)  IF  REGISTERED UNDER THE 1933 ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
IN  ADDITION, A STOCK PURCHASE AGREEMENT (THE "STOCK PURCHASE AGREEMENT"), DATED
THE  DATE  HEREOF,  A  COPY  OF  WHICH  MAY  BE OBTAINED FROM THE COMPANY AT ITS
PRINCIPAL  EXECUTIVE  OFFICE,  CONTAINS  CERTAIN ADDITIONAL AGREEMENTS AMONG THE
PARTIES,  INCLUDING,  WITHOUT  LIMITATION,  PROVISIONS  WHICH LIMIT THE EXERCISE
RIGHTS  OF  THE  HOLDER  AND  SPECIFY  MANDATORY  REDEMPTION  OBLIGATIONS OF THE
COMPANY.

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

                          CYBER PUBLIC RELATIONS, INC.
                   D WARRANT FOR THE PURCHASE OF COMMON STOCK


1,000,000 Shares                                    Rancho Cucamonga, California


     THIS  IS  TO CERTIFY that pursuant to that certain Stock Purchase Agreement
of  even  date  herewith  executed  by  the  parties hereto (the "Stock Purchase
Agreement"),  for  value received, BARRON PARTNERS LP (the "Holder") is entitled
at  any  time  from  the  date hereof, but prior to 5:00 p.m., Rancho Cucamonga,
California  time on January ___, 2009, or 18 months after the effectiveness of a
Registration  Statement (hereinafter defined) subsequent to the issuance hereof,
whichever  is  longer,  subject  to  and upon the terms and conditions contained
herein,  to purchase up to 1,000,000 fully paid and non-assessable shares of the
common  stock,  par  value $0.001 per share (the "Common Stock") of CYBER PUBLIC
RELATIONS,  INC.,  a Florida corporation (the "Company"), at a purchase price of
$4.00  per  share  of the Common Stock (the "Exercise Price") such number of the
shares  and  the  Exercise Price being subject to adjustment as provided herein.

     This  D  Warrant  shall  be  void and of no effect and all rights hereunder
shall  cease  at  5:00  p.m.,  Rancho Cucamonga, California time on January ___,
2009,  or  18  months  after  the  effectiveness  of  a  Registration  Statement
subsequent  to  the  issuance  hereof, whichever is longer, except to the extent
theretofore  exercised;  provided that in the case of the earlier dissolution of
the  Company,  this  D  Warrant  shall  become  void  on the date fixed for such
dissolution.  As  used  herein,  "Registration  Statement"  means a registration
statement  filed by the Company on Form S-1, SB-2, or S-3, or some other similar
form  pursuant  to  the  Securities  Act of 1933, as amended (the "1933 Act") to
register  the resale of the shares of the Common Stock upon the exercise of this
D  Warrant.

     1.     Registration of this  D  Warrant.  The Company shall register this D
            --------------------------------
Warrant  upon  records  to be maintained by the Company for that purpose (the "D
Warrant  Register"),  in the name of the record Holder hereof from time to time.
The  Company  may  deem and treat the registered Holder of this D Warrant as the
absolute owner hereof for the purpose of any exercise hereof or any distribution
to the Holder, and for all other purposes, and the Company shall not be affected
by  notice  to  the  contrary.

     2.     Investment  Representation.  The  Holder by accepting this D Warrant
            --------------------------
represents  that  the  Holder is acquiring this D Warrant for its own account or
the account of an affiliate for investment purposes and not with the view to any
offering  or distribution and that the Holder will not sell or otherwise dispose
of  this  D  Warrant  or  the underlying Common Stock in violation of applicable
securities laws.  The Holder acknowledges that the certificates representing any
shares of the Common Stock will bear a legend indicating that they have not been
registered  under the 1933 Act and may not be sold by the Holder except pursuant
to  an  effective  Registration  Statement  or  pursuant  to  an  exemption from
registration  requirements  of  the  1933 Act and in accordance with federal and
state  securities  laws.

     3.     Validity of D Warrant and Issuance of the Common Stock.  The Company
            ------------------------------------------------------
represents and warrants that this D Warrant has been duly authorized and validly
issued and warrants and agrees that the Common Stock that may be issued upon the
exercise of the rights represented by this D Warrant will, when issued upon such
exercise,


                                        1
<PAGE>
be  duly  authorized, validly issued, fully paid and nonassessable and free from
all  taxes,  liens  and  charges  with respect to the issue thereof. The Company
further  warrants  and  agrees  that  during  the period within which the rights
represented  by  this  D Warrant may be exercised, the Company will at all times
have  authorized  and reserved a sufficient number of shares of the Common Stock
to  provide  for  the  exercise  of  the  rights  represented by this D Warrant.

     4.     Registration  of  Transfers  and  Exchange of this  D  Warrant.
            --------------------------------------------------------------

          (a)     Subject to compliance with the legend set forth on the face of
this D Warrant, the Company shall register the transfer of any portion of this D
Warrant  in  the  D  Warrant Register, upon surrender of this D Warrant with the
Form  of Assignment attached hereto duly completed and signed, to the Company at
the  office  specified  in  or  pursuant  to  Paragraph 9 hereof.  Upon any such
registration  or  transfer,  a  new  warrant  to  purchase  the Common Stock, in
substantially  the  form  of  this  D  Warrant  (any  such new warrant, a "New D
Warrant"),  evidencing  the  portion  of  this D Warrant so transferred shall be
issued to the transferee and a New D Warrant evidencing the remaining portion of
this  D  Warrant not so transferred, if any, shall be issued to the transferring
Holder.  The  acceptance of the New D Warrant by the transferee thereof shall be
deemed the acceptance of such transferee of all of the rights and obligations of
the  Holder.

          (b)     This  D  Warrant is exchangeable, upon the surrender hereof by
the  Holder to the office of the Company specified in or pursuant to Paragraph 9
for  one  or  more  New  D  Warrants,  evidencing  in the aggregate the right to
purchase  the  number  of shares of the Common Stock which may then be purchased
hereunder.  Any  such  New  D  Warrant  will be dated the date of such exchange.

     5.     Exercise of this  D  Warrant.
            ----------------------------

          (a)     Upon  surrender of this D Warrant with the Form of Election to
Purchase  attached  hereto  duly  completed  and  signed  to the Company, at its
address  set  forth  in Paragraph 9 hereof, and upon payment and delivery of the
Exercise  Price  multiplied by the number of shares of the Common Stock that the
Holder  intends  to  purchase hereunder, in lawful money of the United States of
America,  in  cash  or  by  certified  or  official bank check or checks, to the
Company, all as specified by the Holder in the Form of Election to Purchase, the
Company  shall  promptly but in no event later than five business days after the
Date  of  Exercise (as defined herein) issue or cause to be issued and delivered
to  or  upon  the  written  order of the Holder and in such name or names as the
Holder  may  designate (subject to the restrictions on transfer described in the
legend set forth on the face of this D Warrant), a certificate for the shares of
the  Common  Stock  issuable upon such exercise, with such restrictive legend as
required by the 1933 Act.  Any person so designated by the Holder to receive the
shares  of  the  Common Stock shall be deemed to have become holder of record of
the Common Stock as of the Date of Exercise of this D Warrant.

          (b)     "Date  of  Exercise" means the date on which the Company shall
have received (i) this D Warrant (or any New D Warrant, as applicable), with the
Form of Election to Purchase attached hereto (or attached to such New D Warrant)
appropriately  completed and duly signed, and (ii) payment of the Exercise Price
for  the  number  of shares of the Common Stock so indicated by the Holder to be
purchased.

          (c)     This  D Warrant shall be exercisable at any time and from time
to  time  for  such  number of shares of the Common Stock as is indicated in the
attached  Form  of  Election to Purchase.  If less than all of the shares of the
Common  Stock  which  may be purchased under this D Warrant are purchased at any
time,  the  Company  shall  issue or cause to be issued, at its expense, a New D
Warrant  evidencing  the right to purchase the remaining number of shares of the
Common Stock for which no exercise has been evidenced by this D Warrant.

          (d)     Notwithstanding anything contained herein to the contrary, the
holder  of this D Warrant may, at its election exercised in its sole discretion,
exercise  this  D  Warrant  in  whole or in part and, in lieu of making the cash
payment  otherwise  contemplated to be made to the Company upon such exercise in
payment  of  the Exercise Price, elect instead to receive upon such exercise the
"Net Number" of shares of the Common Stock determined according to the following
formula  (a  "Cashless  Exercise"):


                                        2
<PAGE>
                         Net Number = (A x B) - (A x C)
                                      -----------------
                                              B

          For purposes of the foregoing formula:

                    A  =  the total  number  shares with respect to which this D
                          Warrant  is  then  being  exercised.

                    B  =  the  last  reported  sale  price  (as  reported  by
                          Bloomberg) of the Common Stock on the date immediately
                          preceding the date of the notice of exercise of this D
                          Warrant.

                    C  =  the Exercise  Price then in effect at the time of such
                          exercise.

     Provided,  however,  notwithstanding  anything  herein  contained  to  the
contrary,  the Holder may not affect a Cashless Exercise of this D Warrant until
after  January  ___,  2006,  and  thereafter  so  long  as there is an effective
Registration Statement with respect to the shares of the Common Stock.

     6.     Call by the Company.  In  the event  that  the  closing price of the
            -------------------
Common Stock as listed on a nationally public securities market is $5.50 or more
for  a  period of 20 consecutive trading days and the Registration Statement for
the  Common Stock is effective for such 20 consecutive trading days, the Company
may  call  this  D  Warrant upon 30 days notice and pay to the Holder the sum of
$0.001  per  share  of  the Common Stock covered by this D Warrant, for all such
shares  not  purchased under the exercise provisions at the expiration of the 30
days  notice  period.

     7.     Adjustment  of  Exercise  Price and Number of Shares.  The shares of
            ----------------------------------------------------
the  Common Stock or other securities at the time issuable upon exercise of this
D  Warrant  and the Exercise Price therefore, are subject to adjustment upon the
occurrence  of  the  following  events:

          (a)     Adjustment  for  Stock  Splits,  Stock  Dividends,
                  --------------------------------------------------
Recapitalizations,  Etc.  The Exercise Price of this D Warrant and the number of
-----------------------
shares  of  the  Common  Stock or other securities at the time issuable upon the
exercise  of this D Warrant shall be appropriately adjusted to reflect any stock
dividend, stock split, combination of shares, reclassification, recapitalization
or  other similar event affecting the number of outstanding shares of the Common
Stock  or  other  securities  of  the  Company.

          (b)     Adjustment for Reorganization, Consolidation, Merger, Etc.  In
                  ---------------------------------------------------------
case  of  any  consolidation  or  merger  of  the Company with or into any other
corporation,  entity  or person, or any other corporate reorganization, in which
the  Company  shall  not  be  the  continuing  or  surviving  entity  of  such
consolidation,  merger or reorganization (any such transaction being referred to
as  a  "Reorganization"),  then, in each case, the Holder, on exercise hereof at
any  time  after  the consummation or effective date of such Reorganization (the
"Effective  Date"),  shall receive, in lieu of the shares of the Common Stock or
other securities of the Company at any time issuable upon the exercise of this D
Warrant  prior  to  the Effective Date, the shares of the Common Stock and other
securities  of  the  Company  and  property (including cash) to which the Holder
would  have  been  entitled  upon the Effective Date if the Holder had exercised
this  D  Warrant immediately prior thereto (all subject to further adjustment as
provided  in  this  D  Warrant).

          (c)     Certificate  as  to Adjustments.  In case of any adjustment or
                  -------------------------------
readjustment in the price or kind of securities issuable on the exercise of this
D  Warrant,  the Company will promptly give written notice thereof to the Holder
in  the form of a certificate, certified and confirmed by the Board of Directors
of  the  Company,  setting  forth such adjustment or readjustment and showing in
reasonable detail the facts upon which such adjustment or readjustment is based.

     8.     Fractional  Shares.  The  Company  shall not be required to issue or
            ------------------
cause to be issued fractional shares of the Common Stock on the exercise of this
D Warrant.  The number of full shares of the Common Stock that shall be issuable
upon  the  exercise  of  this  D  Warrant  shall be computed on the basis of the
aggregate number of shares of the Common Stock purchasable on exercise of this D
Warrant  so  presented.  If  any  fraction  of  shares  of  the


                                        3
<PAGE>
Common  Stock  would, except for the provisions of this Paragraph 8, be issuable
on  the exercise of this D Warrant, the Company shall, at its option, (a) pay an
amount  in  cash  equal to the Exercise Price multiplied by such fraction or (b)
round  the  number  of shares of the Common Stock issuable, up to the next whole
number.

     9.     Notice.  All  notices and other communications hereunder shall be in
            ------
writing  and  shall  be  deemed  to  have  been  given  (a) on the date they are
delivered  if  delivered  in  person;  (b)  on  the  date  initially received if
delivered  by  facsimile  transmission  followed by registered or certified mail
confirmation;  (c) on the date delivered by an overnight courier service; or (d)
on  the  third  business day after it is mailed by registered or certified mail,
return  receipt requested with postage and other fees prepaid, if to the Company
addressed to Mr. Steven D. Rosenthal at 8513 Rochester Avenue, Rancho Cucamonga,
California  91730, with a copy to Norman T. Reynolds, Esq. at 815 Walker Street,
Suite  1250,  Houston, Texas 77002, and if to the Holder addressed to Mr. Andrew
Barron  Worden 730 Fifth Avenue, 9th Floor, New York, New York 10019.  Any party
hereto  may  change  its address upon 10 days' written notice to any other party
hereto.

     10.     Miscellaneous.
             -------------

          (a)     This D Warrant shall be binding on and inure to the benefit of
the  parties hereto and their respective successors and permitted assigns.  This
D  Warrant  may  be  amended  only  in writing and signed by the Company and the
Holder.

          (b)     Nothing  in  this  D Warrant shall be construed to give to any
person  or  corporation  other  than  the  Company  and  the Holder any legal or
equitable right, remedy or cause of action under this D Warrant.  This D Warrant
shall  be  for  the  sole  and  exclusive benefit of the Company and the Holder.

          (c)     This  D  Warrant  shall  be  governed  by  and  construed  in
accordance  with  the  laws  of  the  State of California, without regard to any
conflicts  of laws provisions thereof.  Each party hereby irrevocably submits to
the  personal  jurisdiction  of the United States District Court for the Central
District  of  California,  as  well  as  of  the Superior Courts of the State of
California  in  Riverside County, California over any suit, action or proceeding
arising  out  of  or  relating to this Agreement.  Each party hereby irrevocably
waives,  to  the fullest extent permitted by law, any objection which it may now
or hereafter have to the laying of the venue of any such mediation, arbitration,
suit,  action  or  proceeding  brought in any such county and any claim that any
such  mediation,  arbitration, suit, action or proceeding brought in such county
has  been  brought  in  an  inconvenient  forum.

          (d)     The  headings  herein  are  for  convenience  only,  do  not
constitute  a  part of this D Warrant and shall not be deemed to limit or affect
any  of  the  provisions  hereof.

          (e)     In  case  any  one or more of the provisions of this D Warrant
shall  be  invalid  or  unenforceable  in  any  respect,  the  validity  and
enforceability of the remaining terms and provisions of this D Warrant shall not
in  any way be affected or impaired thereby and the parties will attempt in good
faith  to  agree  upon  a  valid  and  enforceable  provision  which  shall be a
commercially  reasonably  substitute  therefore,  and  upon  so  agreeing, shall
incorporate  such  substitute  provision  in  this  D  Warrant.

          (f)     The  Holder  shall  not,  by virtue hereof, be entitled to any
voting or other rights of a shareholder of the Company, either at law or equity,
and  the  rights of the Holder are limited to those expressed in this D Warrant.

          (g)     In  the  event  of  any  conflict  between the terms of this D
Warrant  or  the  Stock  Purchase  Agreement,  the  terms  of the Stock Purchase
Agreement  shall  control.


                                        4
<PAGE>
     IN  WITNESS  WHEREOF,  the  Company  has  caused  this D Warrant to be duly
executed by the authorized officer as of the date first above stated.

                               CYBER PUBLIC RELATIONS, INC.


                               By
                                 -----------------------------------------------
                                 Steven D. Rosenthal, Chief Executive Officer





                                        5
<PAGE>
                          FORM OF ELECTION TO PURCHASE

(To be executed by the Holder to exercise the right to purchase shares of Common
Stock  under  the  foregoing  D  Warrant)

To:  Cyber  Public  Relations,  Inc.

     In  accordance  with  the  D Warrant enclosed with this Form of Election to
Purchase,  the  undersigned hereby irrevocably elects to purchase ______________
shares  of  the  Common  Stock  (the "Common Stock"), $0.001 par value, of Cyber
Public  Relations,  Inc. and encloses this D Warrant and $_______ for each share
of the Common Stock being purchased or an aggregate of $________________ in cash
or  certified  or  official  bank  check  or  checks,  which  sum represents the
aggregate  Exercise  Price  (as  defined  in  the  D  Warrant) together with any
applicable  taxes  payable  by  the  undersigned  pursuant  to  the  D  Warrant.

          The  undersigned  requests  that  certificates  for  the shares of the
Common Stock issuable upon this exercise be issued in the name of:

_______________________________________________

_______________________________________________

_______________________________________________
(Please print name and address)

_______________________________________________
(Please insert Social Security or Tax Identification Number)

     If  the  number  of  shares of the Common Stock issuable upon this exercise
shall  not  be  all  of  the shares of the Common Stock which the undersigned is
entitled  to purchase in accordance with the enclosed D Warrant, the undersigned
requests that a New D Warrant (as defined in the D Warrant) evidencing the right
to purchase the shares of the Common Stock not issuable pursuant to the exercise
evidenced  hereby  be  issued  in  the  name  of  and  delivered  to:

_________________________________________

_________________________________________

_________________________________________
(Please print name and address)

Dated: __________________________      Name of Holder:

                                       (Print)____________________________

                                       By_________________________________

                                       Name_______________________________

                                       Title______________________________

                                       Signature must conform in all respects
                                       to name of Holder as specified on the
                                       face of the D Warrant


<PAGE>
THIS  COMMON STOCK PURCHASE WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES
ACT  OF 1933 ACT, AS AMENDED (THE "1933 ACT").  THE HOLDER HEREOF, BY PURCHASING
THIS  COMMON  STOCK PURCHASE WARRANT, AGREES FOR THE BENEFIT OF THE COMPANY THAT
SUCH  SECURITIES  MAY  BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE
COMPANY,  (B)  PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT, OR
(C)  IF  REGISTERED UNDER THE 1933 ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
IN  ADDITION, A STOCK PURCHASE AGREEMENT (THE "STOCK PURCHASE AGREEMENT"), DATED
THE  DATE  HEREOF,  A  COPY  OF  WHICH  MAY  BE OBTAINED FROM THE COMPANY AT ITS
PRINCIPAL  EXECUTIVE  OFFICE,  CONTAINS  CERTAIN ADDITIONAL AGREEMENTS AMONG THE
PARTIES,  INCLUDING,  WITHOUT  LIMITATION,  PROVISIONS  WHICH LIMIT THE EXERCISE
RIGHTS  OF  THE  HOLDER  AND  SPECIFY  MANDATORY  REDEMPTION  OBLIGATIONS OF THE
COMPANY.

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

                          CYBER PUBLIC RELATIONS, INC.
                   E WARRANT FOR THE PURCHASE OF COMMON STOCK


1,000,000 Shares                                    Rancho Cucamonga, California


     THIS  IS  TO CERTIFY that pursuant to that certain Stock Purchase Agreement
of  even  date  herewith  executed  by  the  parties hereto (the "Stock Purchase
Agreement"),  for  value received, BARRON PARTNERS LP (the "Holder") is entitled
at  any  time  from  the  date hereof, but prior to 5:00 p.m., Rancho Cucamonga,
California  time on January ___, 2009, or 18 months after the effectiveness of a
Registration  Statement (hereinafter defined) subsequent to the issuance hereof,
whichever  is  longer,  subject  to  and upon the terms and conditions contained
herein,  to purchase up to 1,000,000 fully paid and non-assessable shares of the
common  stock,  par  value $0.001 per share (the "Common Stock") of CYBER PUBLIC
RELATIONS,  INC.,  a Florida corporation (the "Company"), at a purchase price of
$6.00  per  share  of  the  Common  Stock  (the  "Exercise  Price")

          such  number  of  the  shares  and the Exercise Price being subject to
     adjustment  as  provided  herein.

     This  E  Warrant  shall  be  void and of no effect and all rights hereunder
shall  cease  at  5:00  p.m.,  Rancho Cucamonga, California time on January ___,
2009,  or  18  months  after  the  effectiveness  of  a  Registration  Statement
subsequent  to  the  issuance  hereof, whichever is longer, except to the extent
theretofore  exercised;  provided that in the case of the earlier dissolution of
the  Company,  this  E  Warrant  shall  become  void  on the date fixed for such
dissolution.  As  used  herein,  "Registration  Statement"  means a registration
statement  filed by the Company on Form S-1, SB-2, or S-3, or some other similar
form  pursuant  to  the  Securities  Act of 1933, as amended (the "1933 Act") to
register  the resale of the shares of the Common Stock upon the exercise of this
E  Warrant.

     1.     Registration of this  E  Warrant.  The Company shall register this E
            --------------------------------
Warrant  upon  records  to be maintained by the Company for that purpose (the "E
Warrant  Register"),  in the name of the record Holder hereof from time to time.
The  Company  may  deem and treat the registered Holder of this E Warrant as the
absolute owner hereof for the purpose of any exercise hereof or any distribution
to the Holder, and for all other purposes, and the Company shall not be affected
by  notice  to  the  contrary.

     2.     Investment  Representation.  The  Holder by accepting this E Warrant
            --------------------------
represents  that  the  Holder is acquiring this E Warrant for its own account or
the account of an affiliate for investment purposes and not with the view to any
offering  or distribution and that the Holder will not sell or otherwise dispose
of  this  E  Warrant  or  the underlying Common Stock in violation of applicable
securities laws.  The Holder acknowledges that the certificates representing any
shares of the Common Stock will bear a legend indicating that they have not been
registered  under the 1933 Act and may not be sold by the Holder except pursuant
to  an  effective  Registration  Statement  or  pursuant  to  an  exemption from
registration  requirements  of  the  1933 Act and in accordance with federal and
state  securities  laws.

     3.     Validity of E Warrant and Issuance of the Common Stock.  The Company
            ------------------------------------------------------
represents and warrants that this E Warrant has been duly authorized and validly
issued  and  warrants  and  agrees  that  the  Common  Stock  that


                                        1
<PAGE>
may  be  issued  upon  the  exercise of the rights represented by this E Warrant
will,  when issued upon such exercise, be duly authorized, validly issued, fully
paid  and  nonassessable and free from all taxes, liens and charges with respect
to  the  issue  thereof. The Company further warrants and agrees that during the
period  within  which the rights represented by this E Warrant may be exercised,
the  Company  will at all times have authorized and reserved a sufficient number
of  shares  of  the  Common  Stock  to  provide  for  the exercise of the rights
represented  by  this  E  Warrant.

     4.     Registration  of  Transfers  and  Exchange of this  E  Warrant.
            --------------------------------------------------------------

          (a)     Subject to compliance with the legend set forth on the face of
this E Warrant, the Company shall register the transfer of any portion of this E
Warrant  in  the  E  Warrant Register, upon surrender of this E Warrant with the
Form  of Assignment attached hereto duly completed and signed, to the Company at
the  office  specified  in  or  pursuant  to  Paragraph 9 hereof.  Upon any such
registration  or  transfer,  a  new  warrant  to  purchase  the Common Stock, in
substantially  the  form  of  this  E  Warrant  (any  such new warrant, a "New E
Warrant"),  evidencing  the  portion  of  this E Warrant so transferred shall be
issued to the transferee and a New E Warrant evidencing the remaining portion of
this  E  Warrant not so transferred, if any, shall be issued to the transferring
Holder.  The  acceptance of the New E Warrant by the transferee thereof shall be
deemed the acceptance of such transferee of all of the rights and obligations of
the  Holder.

          (b)     This  E  Warrant is exchangeable, upon the surrender hereof by
the  Holder to the office of the Company specified in or pursuant to Paragraph 9
for  one  or  more  New  E  Warrants,  evidencing  in the aggregate the right to
purchase  the  number  of shares of the Common Stock which may then be purchased
hereunder.  Any  such  New  E  Warrant  will be dated the date of such exchange.

     5.     Exercise  of this E  Warrant.
            ----------------------------

          (a)     Upon  surrender of this E Warrant with the Form of Election to
Purchase  attached  hereto  duly  completed  and  signed  to the Company, at its
address  set  forth  in Paragraph 9 hereof, and upon payment and delivery of the
Exercise  Price  multiplied by the number of shares of the Common Stock that the
Holder  intends  to  purchase hereunder, in lawful money of the United States of
America,  in  cash  or  by  certified  or  official bank check or checks, to the
Company, all as specified by the Holder in the Form of Election to Purchase, the
Company  shall  promptly but in no event later than five business days after the
Date  of  Exercise (as defined herein) issue or cause to be issued and delivered
to  or  upon  the  written  order of the Holder and in such name or names as the
Holder  may  designate (subject to the restrictions on transfer described in the
legend set forth on the face of this E Warrant), a certificate for the shares of
the  Common  Stock  issuable upon such exercise, with such restrictive legend as
required by the 1933 Act.  Any person so designated by the Holder to receive the
shares  of  the  Common Stock shall be deemed to have become holder of record of
the  Common  Stock  as  of  the  Date  of  Exercise  of  this  E  Warrant.

          (b)     "Date  of  Exercise" means the date on which the Company shall
have received (i) this E Warrant (or any New E Warrant, as applicable), with the
Form of Election to Purchase attached hereto (or attached to such New E Warrant)
appropriately  completed and duly signed, and (ii) payment of the Exercise Price
for  the  number  of shares of the Common Stock so indicated by the Holder to be
purchased.

          (c)     This  E Warrant shall be exercisable at any time and from time
to  time  for  such  number of shares of the Common Stock as is indicated in the
attached  Form  of  Election to Purchase.  If less than all of the shares of the
Common  Stock  which  may be purchased under this E Warrant are purchased at any
time,  the  Company  shall  issue or cause to be issued, at its expense, a New E
Warrant  evidencing  the right to purchase the remaining number of shares of the
Common  Stock  for  which  no  exercise  has  been  evidenced by this E Warrant.

          (d)     Notwithstanding anything contained herein to the contrary, the
holder  of this E Warrant may, at its election exercised in its sole discretion,
exercise  this  E  Warrant  in  whole or in part and, in lieu of making the cash
payment  otherwise  contemplated to be made to the Company upon such exercise in
payment  of  the Exercise Price, elect instead to receive upon such exercise the
"Net Number" of shares of the Common Stock determined according to the following
formula  (a  "Cashless  Exercise"):

                         Net Number = (A x B) - (A x C)
                                      -----------------
                                            B


                                        2
<PAGE>
          For purposes of the foregoing formula:

                    A =  the total number shares with respect to which this E
                         Warrant  is  then  being  exercised.

                    B =  the  last  reported  sale  price  (as  reported  by
                         Bloomberg)  of the Common Stock on the date immediately
                         preceding  the date of the notice of exercise of this E
                         Warrant.

                    C =  the Exercise Price then in effect at the time of such
                         exercise.

     Provided,  however,  notwithstanding  anything  herein  contained  to  the
contrary,  the Holder may not affect a Cashless Exercise of this E Warrant until
after  January  ___,  2006,  and  thereafter  so  long  as there is an effective
Registration  Statement  with  respect  to  the  shares  of  the  Common  Stock.

     6.     Call by the Company.  In the  event  that  the  closing price of the
            -------------------
Common Stock as listed on a nationally public securities market is $8.00 or more
for  a  period of 20 consecutive trading days and the Registration Statement for
the  Common Stock is effective for such 20 consecutive trading days, the Company
may  call  this  E  Warrant upon 30 days notice and pay to the Holder the sum of
$0.001  per  share  of  the Common Stock covered by this E Warrant, for all such
shares  not  purchased under the exercise provisions at the expiration of the 30
days  notice  period.

     7.     Adjustment  of  Exercise  Price and Number of Shares.  The shares of
            ----------------------------------------------------
the  Common Stock or other securities at the time issuable upon exercise of this
E  Warrant  and the Exercise Price therefore, are subject to adjustment upon the
occurrence  of  the  following  events:

          (a)     Adjustment  for  Stock  Splits,  Stock  Dividends,
                  --------------------------------------------------
Recapitalizations,  Etc.  The Exercise Price of this E Warrant and the number of
-----------------------
shares  of  the  Common  Stock or other securities at the time issuable upon the
exercise  of this E Warrant shall be appropriately adjusted to reflect any stock
dividend, stock split, combination of shares, reclassification, recapitalization
or  other similar event affecting the number of outstanding shares of the Common
Stock  or  other  securities  of  the  Company.

          (b)     Adjustment for Reorganization, Consolidation, Merger, Etc.  In
                  ---------------------------------------------------------
case  of  any  consolidation  or  merger  of  the Company with or into any other
corporation,  entity  or person, or any other corporate reorganization, in which
the  Company  shall  not  be  the  continuing  or  surviving  entity  of  such
consolidation,  merger or reorganization (any such transaction being referred to
as  a  "Reorganization"),  then, in each case, the Holder, on exercise hereof at
any  time  after  the consummation or effective date of such Reorganization (the
"Effective  Date"),  shall receive, in lieu of the shares of the Common Stock or
other securities of the Company at any time issuable upon the exercise of this E
Warrant  prior  to  the Effective Date, the shares of the Common Stock and other
securities  of  the  Company  and  property (including cash) to which the Holder
would  have  been  entitled  upon the Effective Date if the Holder had exercised
this  E  Warrant immediately prior thereto (all subject to further adjustment as
provided  in  this  E  Warrant).

          (c)     Certificate  as  to Adjustments.  In case of any adjustment or
                  -------------------------------
readjustment in the price or kind of securities issuable on the exercise of this
E  Warrant,  the Company will promptly give written notice thereof to the Holder
in  the form of a certificate, certified and confirmed by the Board of Directors
of  the  Company,  setting  forth such adjustment or readjustment and showing in
reasonable detail the facts upon which such adjustment or readjustment is based.

     8.     Fractional  Shares.  The  Company  shall not be required to issue or
            ------------------
cause to be issued fractional shares of the Common Stock on the exercise of this
E Warrant.  The number of full shares of the Common Stock that shall be issuable
upon  the  exercise  of  this  E  Warrant  shall be computed on the basis of the
aggregate number of shares of the Common Stock purchasable on exercise of this E
Warrant  so  presented.  If  any  fraction  of shares of the Common Stock would,
except  for  the  provisions of this Paragraph 8, be issuable on the exercise of
this  E  Warrant,


                                        3
<PAGE>
the  Company  shall,  at  its  option,  (a)  pay  an amount in cash equal to the
Exercise  Price multiplied by such fraction or (b) round the number of shares of
the  Common  Stock  issuable,  up  to  the  next  whole  number.

     9.     Notice.  All  notices and other communications hereunder shall be in
            ------
writing  and  shall  be  deemed  to  have  been  given  (a) on the date they are
delivered  if  delivered  in  person;  (b)  on  the  date  initially received if
delivered  by  facsimile  transmission  followed by registered or certified mail
confirmation;  (c) on the date delivered by an overnight courier service; or (d)
on  the  third  business day after it is mailed by registered or certified mail,
return  receipt requested with postage and other fees prepaid, if to the Company
addressed to Mr. Steven D. Rosenthal at 8513 Rochester Avenue, Rancho Cucamonga,
California  91730, with a copy to Norman T. Reynolds, Esq. at 815 Walker Street,
Suite  1250,  Houston, Texas 77002, and if to the Holder addressed to Mr. Andrew
Barron  Worden 730 Fifth Avenue, 9th Floor, New York, New York 10019.  Any party
hereto  may  change  its address upon 10 days' written notice to any other party
hereto.

     10.     Miscellaneous.
             -------------

          (a)     This E Warrant shall be binding on and inure to the benefit of
the  parties hereto and their respective successors and permitted assigns.  This
E  Warrant  may  be  amended  only  in writing and signed by the Company and the
Holder.

          (b)     Nothing  in  this  E Warrant shall be construed to give to any
person  or  corporation  other  than  the  Company  and  the Holder any legal or
equitable right, remedy or cause of action under this E Warrant.  This E Warrant
shall  be  for  the  sole  and  exclusive benefit of the Company and the Holder.

          (c)     This  E  Warrant  shall  be  governed  by  and  construed  in
accordance  with  the  laws  of  the  State of California, without regard to any
conflicts  of laws provisions thereof.  Each party hereby irrevocably submits to
the  personal  jurisdiction  of the United States District Court for the Central
District  of  California,  as  well  as  of  the Superior Courts of the State of
California  in  Riverside County, California over any suit, action or proceeding
arising  out  of  or  relating to this Agreement.  Each party hereby irrevocably
waives,  to  the fullest extent permitted by law, any objection which it may now
or hereafter have to the laying of the venue of any such mediation, arbitration,
suit,  action  or  proceeding  brought in any such county and any claim that any
such  mediation,  arbitration, suit, action or proceeding brought in such county
has  been  brought  in  an  inconvenient  forum.

          (d)     The  headings  herein  are  for  convenience  only,  do  not
constitute  a  part of this E Warrant and shall not be deemed to limit or affect
any  of  the  provisions  hereof.

          (e)     In  case  any  one or more of the provisions of this E Warrant
shall  be  invalid  or  unenforceable  in  any  respect,  the  validity  and
enforceability of the remaining terms and provisions of this E Warrant shall not
in  any way be affected or impaired thereby and the parties will attempt in good
faith  to  agree  upon  a  valid  and  enforceable  provision  which  shall be a
commercially  reasonably  substitute  therefore,  and  upon  so  agreeing, shall
incorporate  such  substitute  provision  in  this  E  Warrant.

          (f)     The  Holder  shall  not,  by virtue hereof, be entitled to any
voting or other rights of a shareholder of the Company, either at law or equity,
and  the  rights of the Holder are limited to those expressed in this E Warrant.

          (g)     In  the  event  of  any  conflict  between the terms of this E
Warrant  or  the  Stock  Purchase  Agreement,  the  terms  of the Stock Purchase
Agreement  shall  control.


                                        4
<PAGE>
     IN  WITNESS  WHEREOF,  the  Company  has  caused  this E Warrant to be duly
executed by the authorized officer as of the date first above stated.

                               CYBER PUBLIC RELATIONS, INC.


                               By
                                 ----------------------------------------------
                                 Steven D. Rosenthal, Chief Executive Officer





                                        5
<PAGE>
                          FORM OF ELECTION TO PURCHASE

(To be executed by the Holder to exercise the right to purchase shares of Common
Stock  under  the  foregoing  E  Warrant)

To: Cyber Public Relations, Inc.

     In  accordance  with  the  E Warrant enclosed with this Form of Election to
Purchase,  the  undersigned hereby irrevocably elects to purchase ______________
shares  of  the  Common  Stock  (the "Common Stock"), $0.001 par value, of Cyber
Public  Relations,  Inc. and encloses this E Warrant and $_______ for each share
of the Common Stock being purchased or an aggregate of $________________ in cash
or  certified  or  official  bank  check  or  checks,  which  sum represents the
aggregate  Exercise  Price  (as  defined  in  the  E  Warrant) together with any
applicable taxes payable by the undersigned pursuant to the E Warrant.

     The  undersigned  requests  that  certificates for the shares of the Common
Stock issuable upon this exercise be issued in the name of:

____________________________________________

____________________________________________

____________________________________________
(Please print name and address)

____________________________________________
(Please insert Social Security or Tax Identification Number)

     If  the  number  of  shares of the Common Stock issuable upon this exercise
shall  not  be  all  of  the shares of the Common Stock which the undersigned is
entitled  to purchase in accordance with the enclosed E Warrant, the undersigned
requests that a New E Warrant (as defined in the E Warrant) evidencing the right
to purchase the shares of the Common Stock not issuable pursuant to the exercise
evidenced  hereby  be  issued  in  the  name  of  and  delivered  to:

____________________________________________

____________________________________________

____________________________________________
(Please print name and address)

Dated: ___________________________        Name of Holder:

                                          (Print)___________________________

                                          By________________________________

                                          Name______________________________

                                          Title_____________________________

                                          Signature must conform in all respects
                                          to name of Holder as specified on the
                                          face of the E Warrant


<PAGE>
                                                                    ATTACHMENT B


                          REGISTRATION RIGHTS AGREEMENT

     THIS  REGISTRATION  RIGHTS  AGREEMENT (the "Agreement") is made and entered
into as of ___ day of January, 2004 by and among CYBER PUBLIC RELATIONS, INC., a
Florida  corporation  (the  "Company"), and BARRON PARTNERS LP (the "Investor").

     WHEREAS,  the  Company  and  the  Investor have executed that certain Stock
Purchase  Agreement  dated January 13, 2004, as amended on January 23, 2004 (the
"Stock  Purchase  Agreement");  and

     WHEREAS,  pursuant  to the Stock Purchase Agreement, the Investor purchased
from  the  Company  2,000,000 shares of its Common Stock for a purchase price of
$1.00  per  share, 1,500,000 cashless non-callable A Warrant for the purchase of
the Common Stock exercisable at $1.00 per share, 1,650,000 cashless and callable
B  Warrant  for the purchase of the Common Stock exercisable at $1.00 per share,
2,000,000  cashless  and callable C Warrant for the purchase of the Common Stock
exercisable  at  $2.00  per share, 1,000,000 cashless and callable D Warrant for
the  purchase  of the Common Stock exercisable at $4.00 per share, and 1,000,000
cashless and callable E Warrant for the purchase of the Common Stock exercisable
at  $6.00  per  share;  and

     WHEREAS,  unless  otherwise  defined  herein,  all capitalized terms herein
shall have the identical meaning as in the Stock Purchase Agreement; and

     WHEREAS, the ability of the Investor to sell its shares of the Common Stock
is subject to certain restrictions under the 1933 Act; and

     WHEREAS,  as  a  condition to the Stock Purchase Agreement, the Company has
agreed  to  provide the Investor with a mechanism that will permit the Investor,
subject  to a market stand-off agreement, to sell its shares of the Common Stock
in  the  future;

     NOW,  THEREFORE,  in  consideration  of  the  premises  and  of  the mutual
covenants  and  agreements,  and  subject  to  the  terms  and conditions herein
contained,  the  parties  hereto  hereby  agree  as  follows:

                                    ARTICLE I
                     INCORPORATION BY REFERENCE, SUPERSEDER

     1.1     Incorporation  by  Reference.  The  foregoing  recitals  are hereby
             ----------------------------
acknowledged  to  be  true  and  accurate,  and  are incorporated herein by this
reference.

     1.2     Superseder.  This  Agreement, to the extent that it is inconsistent
             ----------
with  any  other  instrument  or  understanding  among the parties governing the
affairs  of the Company, shall supersede such instrument or understanding to the
fullest extent permitted by law.  A copy of this Agreement shall be filed at the
Company's  principal  office.

                                   ARTICLE II
                           DEMAND REGISTRATION RIGHTS

     2.1     Definitions.  As  used  herein,  "Registrable  Shares"  means  and
             -----------
includes  the  shares of the Common Stock issued to the Investor pursuant to the
Stock  Purchase  Agreement.  As  to  any  particular  Registrable  Shares,  such
securities  will  cease  to  be  Registrable  Shares  when:

          (a)     They  have  been effectively registered under the 1933 Act and
disposed  of  in  accordance with the Registration Statement hereinafter defined
covering  them;

          (b)     They are or may be freely traded without registration pursuant
to  Rule  144  under  the  1933  Act (or any similar provisions that are then in
effect);  or


                                        1
<PAGE>
          (c)     They  have been otherwise transferred and new certificates for
them  not  bearing  a restrictive legend have been issued by the Company and the
Company  shall  not  have  "stop  transfer"  instructions  against  them.

     "Shares"  shall  mean,  collectively, the shares of the Common Stock of the
Company  being  issued pursuant to the Stock Purchase Agreement and those shares
of the Common Stock issuable to the Investor upon exercise of the Warrants being
issued  pursuant  to  the  Stock  Purchase  Agreement.

     2.2     Registration  of Registrable Securities.  The Company shall prepare
             ---------------------------------------
and  file  within  60  days  following  the  date  hereof  (the "Filing Date") a
registration statement (the "Registration Statement") covering the resale of the
Registrable  Securities.  As  used  herein,  "Registration  Statement"  means  a
registration  statement  filed by the Company on Form S-1, SB-2, or S-3, or some
other  similar  form  pursuant  to  the  1933  Act to register the resale of the
Shares.  The  Company  shall  use  its  best  efforts  to cause the Registration
Statement to be declared effective by the SEC on the earlier of:

          (a)     One hundred eighty days following the Closing Date pursuant to
the  Stock  Purchase  Agreement;

          (b)     Ten  days  following  the  receipt of a "No Review" or similar
letter  from  the  SEC;  or

          (c)     The  first  day  following  the  day  the  SEC  determines the
Registration  Statement  eligible  to  be  declared  effective  (the  "Required
Effectiveness  Date").

     Nothing contained herein shall be deemed to limit the number of Registrable
Securities  to  be registered by the Company hereunder.  As a result, should the
Registration  Statement  not  relate  to  the  maximum  number  of  Registrable
Securities  acquired  by (or potentially acquirable by) the Investor pursuant to
the  Stock  Purchase Agreement, the Company shall be required to promptly file a
separate  Registration  Statement (utilizing Rule 462 promulgated under the 1933
Act, where applicable) relating to such Registrable Securities which then remain
unregistered.  The  provisions  of  this  Agreement  shall  relate  to  any such
separate  Registration  Statement as if it were an amendment to the Registration
Statement.

     2.3     Demand  Registration.  Subject to the limitations of Paragraph 2.2,
             --------------------
at  any  time,  the  Investor  may request the registration, once and only once,
under  the 1933 Act of all or part of the Registrable Shares then outstanding (a
"Demand  Registration").  Subject  to  the conditions of Paragraph 3 hereof, the
Company shall use its best efforts to file such Registration Statement under the
1933  Act as promptly as practicable after the date any such request is received
by  the  Company  and  to  cause  such  Registration  Statement  to  be declared
effective.  The  Company  shall  notify  the  Investor  promptly  when  any such
Registration  Statement has been declared effective.  If more than 80 percent of
the  Shares  as of the date of the Stock Purchase Agreement have been registered
or  sold,  this  provision  shall  expire.

     2.4     Registration Statement Form.  Registrations under Paragraph 2.2 and
             ---------------------------
Paragraph 2.3 hereof shall permit the disposition of such Registrable Securities
in  accordance  with  the intended method or methods of disposition specified in
the  Registration  Statement;  provided,  however,  such  intended  method  of
disposition  shall  not  include  an  underwritten  offering  of the Registrable
Securities.

     2.5     Registration  Expenses.  The  Company  will  pay  all  Registration
             ----------------------
Expenses  in  connection  with any registration required by under Paragraphs 2.2
and  Paragraph  2.3  hereof.

     2.6     Effective  Registration  Statement.  A  registration  requested
             ----------------------------------
pursuant  to Paragraphs 2.2 and Paragraph 2.3 hereof shall not be deemed to have
been  effected:

          (a)     Unless  a  Registration  Statement  with  respect  thereto has
become  effective  within  the  time  period  specified  herein, provided that a
registration  which  does  not  become  effective  after  the  Company  filed  a
Registration  Statement  with respect thereto solely by reason of the refusal to
proceed  of  the Investor (other than a refusal to proceed based upon the advice
of  counsel  in  the form of a letter signed by such counsel and provided to the


                                        2
<PAGE>
Company  relating  to  a  disclosure  matter unrelated to the Investor) shall be
deemed  to  have  been  affected  by  the Company unless the Investor shall have
elected  to  pay all Registration Expenses in connection with such registration;

          (b)     If,  after  it has become effective, such registration becomes
subject  to  any  stop  order,  injunction  or  other  order  or  extraordinary
requirement  of the SEC or other governmental agency or court for any reason; or

          (c)     If, after it has become effective, such registration ceases to
be  effective for more than the allowable Black-Out Periods (as defined herein).

     2.7     Plan  of  Distribution.  The  Company  hereby  agrees  that  the
             ----------------------
Registration  Statement  shall include a plan of distribution section reasonably
acceptable to the Investor; provided, however, such plan of distribution section
shall be modified by the Company so as to not provide for the disposition of the
Registrable  Securities  on  the  basis  of  an  underwritten  offering.

     2.8     Liquidated  Damages.  If, after 180 days following the Closing Date
             -------------------
pursuant  to  the  Stock  Purchase  Agreement, in the event the Company does not
register  the  Registrable  Securities pursuant to the requirements of Paragraph
2.2  hereof,  or  if  the Registration Statement filed pursuant to Paragraph 2.2
hereof  is  not  declared  effective,  or  if  the  Registrable  Securities  are
registered pursuant to an effective Registration Statement and such Registration
Statement  or  other Registration Statement including the Registrable Securities
is  not  effective  in  the  period  within  180 days following the Closing Date
pursuant  to the Stock Purchase Agreement, the Company shall, for each such day,
pay the Investor, as liquidated damages and not as a penalty, an amount equal to
24  percent  of the Purchase Price per annum; and for any such day, such payment
shall  be  made  no later than the first business day of the calendar month next
succeeding  the  month  in  which  such  day  occurs.

     The  parties  agree  that  the  only damages payable for a violation of the
terms  of  this Agreement with respect to which liquidated damages are expressly
provided  shall be such liquidated damages.  Nothing shall preclude the Investor
from  pursuing  or obtaining specific performance or other equitable relief with
respect  to  this  Agreement.

     The  parties  hereto agree that the liquidated damages provided for in this
Paragraph  2.8  constitute  a  reasonable  estimate  of  the damages that may be
incurred  by the Investor by reason of the failure of the Registration Statement
to  be  filed  or  declared  effective in accordance with the provisions hereof.

     The  obligation of the Company terminates when the Investor no longer holds
more  than  20  percent  of  the  Registrable  Securities.

                                   ARTICLE III
                         INCIDENTAL REGISTRATION RIGHTS

     3.1     Right  to  Include ("Piggy-Back") Registrable Securities.  Provided
             --------------------------------------------------------
that  the  Registrable Securities have not been registered, if at any time after
the  date  hereof  but  before  the  second  anniversary of the date hereof, the
Company  proposes  to  register  any of its securities under the 1933 Act (other
than by a registration in connection with an acquisition in a manner which would
not  permit  registration  of  Registrable Securities for sale to the public, on
Form  S-8,  or  any  successor  form thereto, on Form S-4, or any successor form
thereto and other than pursuant to Paragraph 2 hereof), on an underwritten basis
(either  "best-efforts"  or "firm-commitment"), then, the Company will each such
time give prompt written notice to the Investor of its intention to do so and of
the Investor's rights under this Paragraph 3.1.  Upon the written request of the
Investor made within 10 days after the receipt of any such notice (which request
shall  specify  the  Registrable  Securities  intended  to be disposed of by the
Investor  and  the  intended  method  of disposition thereof), the Company will,
subject  to  the  terms  of this Agreement, use its commercially reasonable best
efforts  to  effect  the  registration  under  the  1933  Act of the Registrable
Securities,  to  the  extent  requisite to permit the disposition (in accordance
with the intended methods thereof as aforesaid) of the Registrable Securities so
to be registered, by inclusion of the Registrable Securities in the Registration
Statement  which  covers  the securities which the Company proposes to register,
provided  that if, at any time after written notice of its intention to register
any  securities  and  prior  to the effective date of the Registration Statement
filed  in connection


                                        3
<PAGE>
with such registration, the Company shall determine for any reason either not to
register  or  to  delay registration of such securities, the Company may, at its
election,  give  written  notice  of  such  determination  to  the Investor and,
thereupon:

          (a)     In  the  case  of  a  determination  not to register, shall be
relieved of this obligation to register any Registrable Securities in connection
with  such  registration  (but  not  from its obligation to pay the Registration
Expenses  in connection therewith), without prejudice, however, to the rights of
the  Investor  to  request  that such registration be effected as a registration
under  Paragraph  2  hereof;  and

          (b)     In  the case of a determination to delay registering, shall be
permitted  to  delay registering any Registrable Securities, for the same period
as  the  delay  in  registering  such  other  securities.

     No registration effected under this Paragraph 3.1 shall relieve the Company
of  its  obligation  to  effect  any registration upon request under Paragraph 2
hereof.  The  Company will pay all Registration Expenses in connection with each
registration of Registrable Securities requested pursuant to this Paragraph 3.1.
The  right provided the Investor pursuant to this Paragraph shall be exercisable
at  its  sole  discretion.

     3.2     Priority  in Incidental Registrations.  If the managing underwriter
             -------------------------------------
of  the  underwritten offering contemplated by this Paragraph 3 shall inform the
Company  and  the Investor by letter of its belief that the number of securities
requested  to  be  included in such registration exceeds the number which can be
sold  in  such  offering, then the Company will include in such registration, to
the  extent  of  the  number which the Company is so advised can be sold in such
offering:

          (a)     First,  securities  proposed by the Company to be sold for its
own  account;  and

          (b)     Second, Registrable Securities and securities of other selling
security  holders  requested to be included in such registration pro rata on the
basis  of  the number of shares of such securities so proposed to be sold and so
requested  to  be  included; provided, however, the Investor shall have pro rata
rights  of  registration  with  all shares sought to be included by officers and
directors  of the Company as well as holders of 10 percent or more of the Common
Stock.

                                   ARTICLE IV
                             REGISTRATION PROCEDURES

     4.1     Registration  Procedures.  If  and whenever the Company is required
             ------------------------
to  affect  the registration of any Registrable Securities under the 1933 Act as
provided  in  Paragraph 2.2 hereof and, as applicable, Paragraph 2.3 hereof, the
Company  shall,  as  expeditiously  as  possible:

          (a)     Prepare  and  file with the SEC the Registration Statement, or
amendments  thereto,  to  effect  such  registration  (including  such  audited
financial  statements  as  may  be  required  by  the  1933 Act or the rules and
regulations  promulgated  thereunder)  and  thereafter  use  its  commercially
reasonable  best  efforts  to  cause  such Registration Statement to be declared
effective by the SEC, as soon as practicable, but in any event no later than the
Required  Effectiveness  Date  (with  respect  to  a  registration  pursuant  to
Paragraph  2.2  hereof); provided, however, that before filing such Registration
Statement  or  any  amendments  thereto, the Company will furnish to the counsel
selected  by  the  Investor,  copies of all such documents proposed to be filed;

          (b)     With  respect  to  any  Registration  Statement  pursuant  to
Paragraph 2.2 hereof or Paragraph 2.3 hereof, prepare and file with the SEC such
amendments  and  supplements  to  such Registration Statement and the prospectus
used  in  connection  therewith  as  may  be necessary to keep such Registration
Statement  effective  and  to  comply  with  the provisions of the 1933 Act with
respect  to  the  disposition  of  all  Registrable  Securities  covered by such
Registration Statement until the earlier to occur of 18 months after the date of
this Agreement (subject to the right of the Company to suspend the effectiveness
thereof  for  not  more  than  10 consecutive Trading Days or an aggregate of 40
Trading Days during each year (each a "Black-Out Period") or such time as all of
the  securities which are the subject of such Registration Statement cease to be
Registrable  Securities;


                                        4
<PAGE>
          (c)     Furnish  to  the  Investor  such number of conformed copies of
such  Registration  Statement  and of each such amendment and supplement thereto
(in  each  case including all exhibits), such number of copies of the prospectus
contained  in such Registration Statement (including each preliminary prospectus
and  any summary prospectus) and any other prospectus filed under Rule 424 under
the  1933  Act,  in  conformity  with the requirements of the 1933 Act, and such
other documents, as the Investor and underwriter, if any, may reasonably request
in  order  to facilitate the public sale or other disposition of the Registrable
Securities  owned  by  the  Investor;

          (d)     Use  its  commercially  reasonable best efforts to register or
qualify  all  Registrable  Securities  and  other  securities  covered  by  such
Registration  Statement under such other securities laws or blue sky laws as the
Investor  shall reasonably request, to keep such registrations or qualifications
in effect for so long as such Registration Statement remains in effect, and take
any  other  action  which  may be reasonably necessary to enable the Investor to
consummate  the disposition in such jurisdictions of the securities owned by the
Investor,  except that the Company shall not for any such purpose be required to
qualify  generally  to  do business as a foreign corporation in any jurisdiction
wherein  it  would  not  but  for  the  requirements  of this subdivision (d) be
obligated  to be so qualified or to consent to general service of process in any
such  jurisdiction;

          (e)     Use  its  commercially  reasonable  best  efforts to cause all
Registrable  Securities  covered by such Registration Statement to be registered
with  or  approved  by such other governmental agencies or authorities as may be
necessary  to  enable  the  Investor  to  consummate  the  disposition  of  such
Registrable  Securities;

          (f)     Furnish to the Investor a signed counterpart, addressed to the
Investor,  and  the  underwriters,  if  any,  of  an  opinion of counsel for the
Company,  dated  the  effective date of such Registration Statement (or, if such
registration includes an underwritten public offering, an opinion dated the date
of  the  closing  under  the underwriting agreement), reasonably satisfactory in
form  and  substance  to  the  Investor  including  that  the prospectus and any
prospectus  supplement  forming  a  part  of the Registration Statement does not
contain an untrue statement of a material fact or omits a material fact required
to  be  stated  therein or necessary in order to make the statements therein, in
light of the circumstances under which they were made, not misleading;

          (g)     Notify  the Investor and its counsel promptly and confirm such
advice in writing promptly after the Company has knowledge thereof:

               (i)     When  the  Registration  Statement, the prospectus or any
prospectus  supplement  related  thereto  or  post-effective  amendment  to  the
Registration  Statement  has  been  filed, and, with respect to the Registration
Statement  or  any  post-effective  amendment  thereto, when the same has become
effective;

               (ii)     Of  any request by the SEC for amendments or supplements
to  the  Registration Statement or the prospectus or for additional information;

               (iii)     Of the issuance by the SEC of any stop order suspending
the  effectiveness  of  the  Registration  Statement  or  the  initiation of any
proceedings  by  any  Person  for  that  purpose;  and

               (iv)     Of  the  receipt by the Company of any notification with
respect to the suspension of the qualification of any Registrable Securities for
sale under the securities or blue sky laws of any jurisdiction or the initiation
or  threat  of  any  proceeding  for  such  purpose;

          (h)     Notify  each  holder of Registrable Securities covered by such
Registration  Statement,  at  any  time  when  a  prospectus relating thereto is
required  to  be  delivered under the 1933 Act, upon discovery that, or upon the
happening  of  any  event  as a result of which, the prospectus included in such
Registration  Statement,  as  then  in effect, includes an untrue statement of a
material fact or omits to state any material facts required to be stated therein
or  necessary  to make the statements therein not misleading in the light of the
circumstances then existing, and at the request of the Investor promptly prepare
and  furnish to the Investor a reasonable number of copies of a supplement to or
an  amendment  of  such  prospectus  as  may be necessary so that, as thereafter
delivered  to  the  purchasers  of  such  securities,  such prospectus shall not
include  an untrue statement of a material fact or omit to state a material fact
required  to  be  stated therein or necessary to make the statements therein not
misleading  in  the  light  of  the  circumstances  then  existing;


                                        5
<PAGE>
          (i)     Use  its  best  efforts  to obtain the withdrawal of any order
suspending  the  effectiveness  of  the  Registration  Statement at the earliest
possible  moment;

          (j)     Otherwise  use  its  commercially  reasonable  best efforts to
comply  with all applicable rules and regulations of the SEC, and make available
to  its  security  holders,  as  soon  as  reasonably  practicable,  an earnings
statement  covering  the  period of at least 12 months, but not more 18 eighteen
months, beginning with the first full calendar month after the effective date of
such  Registration  Statement,  which  earnings  statement  shall  satisfy  the
provisions of Section 11(a) of the 1933 Act and Rule 158 thereunder;

          (k)     Enter  into such agreements and take such other actions as the
Investor  shall  reasonably request in writing (at the expense of the requesting
or  benefiting  Investor)  in order to expedite or facilitate the disposition of
such  Registrable  Securities;  and

          (l)     Use  its  commercially  reasonable  best  efforts  to list all
Registrable  Securities covered by such Registration Statement on any securities
exchange on which any of the Registrable Securities are then listed.

     The  Company  may require each holder of Registrable Securities as to which
any  registration  is  being  affected  to  furnish the Company such information
regarding  such  holder  of  Registrable Securities and the distribution of such
securities  as  the Company may from time to time reasonably request in writing.

     4.2     Filings.  The  Company  will  not  file  any Registration Statement
             -------
pursuant  to  Paragraph 2.2 or Paragraph 2.3 hereof, or amendment thereto or any
prospectus  or  any  supplement  thereto  to which the Investor shall reasonably
object,  provided that the Company may file such documents in a form required by
law  or  upon  the  advice  of  its  counsel.

     4.3     Representations  and  Warranties  of  the  Company.  The  Company
             --------------------------------------------------
represents  and  warrants  to  each holder of Registrable Securities that it has
obtained all necessary waivers, consents and authorizations necessary to execute
this  Agreement  and  consummate the transactions contemplated hereby other than
such  waivers,  consents  and/or authorizations specifically contemplated by the
Stock  Purchase  Agreement.

     4.4     Discontinuance  of  Disposition  of  Registrable  Securities.  The
             ------------------------------------------------------------
Investor  agrees  that,  upon  receipt  of  any  notice  from the Company of the
occurrence  of  any  event of the kind described in subdivision (h) of Paragraph
4.1  hereof,  the Investor will forthwith discontinue the Investor's disposition
of  Registrable  Securities  pursuant  to the Registration Statement relating to
such  Registrable  Securities  until the Investor's receipt of the copies of the
supplemented  or amended prospectus contemplated by subdivision (h) of Paragraph
4.1  and,  if  so  directed  by the Company, will deliver to the Company (at the
Company's  expense)  all  copies,  other than permanent file copies, then in the
Investor's  possession of the prospectus relating to such Registrable Securities
current  at  the  time  of  receipt  of  such  notice.

                                    ARTICLE V
                             UNDERWRITTEN OFFERINGS

     5.1     Incidental  Underwritten  Offerings.  If  the  Company  at any time
             -----------------------------------
proposes to register any of its securities under the 1933 Act as contemplated by
Paragraph 3.1 hereof and such securities are to be distributed by or through one
or more underwriters, the Company will, if requested by the Investor as provided
in  Paragraph 3.1 and subject to the provisions of Paragraph 3.2 hereof, use its
commercially reasonable best efforts to arrange for such underwriters to include
all  the Registrable Securities to be offered and sold by the Investor among the
securities  to  be  distributed  by  such  underwriters.

     5.2     Holdback Agreements.  Subject to such other reasonable requirements
             -------------------
as  may  be  imposed  by  the  underwriter  as  a  condition of inclusion of the
Registrable  Securities  in  the  Registration Statement, the Investor agrees by
acquisition  of  the  Registrable  Securities,  if  so  required by the managing
underwriter, not to sell, make any short sale of, loan, grant any option for the
purchase  of, effect any public sale or distribution of or otherwise dispose of,
except  as  part of such underwritten registration, any equity securities of the
Company,  during  such  reasonable  period of time requested by the underwriter;
provided  however:


                                        6
<PAGE>
          (a)     The  secondary  offering  is  intended  to  raise a minimum of
$8,000,000  on  behalf  of  the  Company  and

          (b)     Such period shall not exceed the 90 day period commencing with
the  completion  of  an  underwritten  offering.

     The  Company  agrees  and acknowledges that during any holdback period, the
Investor  may sell, in the holdback period, Registrable Securities in the amount
of  up  to  one  percent  per week of the shares of the Common Stock held by the
Investor  as  long  as  this  Agreement  remains  effective.

     5.3     Participation  in  Underwritten  Offerings.  The  Investor  may not
             ------------------------------------------
participate  in  any underwritten offering under Paragraph 3.1 hereof unless the
Investor:

          (a)     Agrees  to sell such Person's securities on the basis provided
in  any  underwriting arrangements approved, subject to the terms and conditions
hereof,  by  the  Investor;  and

          (b)     Completes  and  executes  all  questionnaires,  indemnities,
underwriting  agreements  and  other  documents  (other than powers of attorney)
required  under  the  terms  of  such  underwriting  arrangements.

     Notwithstanding  the  foregoing,  no  underwriting  agreement  (or  other
agreement in connection with such offering) shall require the Investor to make a
representation or warranty to or agreements with the Company or the underwriters
other  than  representations  and warranties contained in a writing furnished by
the  Investor  expressly  for  use  in  the  related  Registration  Statement or
representations,  warranties  or agreements regarding the Investor, the Investor
and  the Investor's intended method of distribution and any other representation
required  by  law.

     5.4     Preparation;  Reasonable  Investigation.  In  connection  with  the
             ---------------------------------------
preparation  and  filing  of  each  Registration  Statement  under  the 1933 Act
pursuant  to  this Agreement, the Company will give the Investor and its counsel
and  accountants,  the  opportunity  to  participate  in the preparation of such
Registration  Statement, each prospectus included therein or filed with the SEC,
and  each  amendment  thereof  or supplement thereto, and will give each of them
such  access  to  its  books  and  records and such opportunities to discuss the
business of the Company with its officers and the independent public accountants
who  have  certified  its  financial  statements  as  shall be necessary, in the
reasonable  opinion of the Investor's and such underwriters' respective counsel,
to  conduct  a  reasonable  investigation  within  the  meaning of the 1933 Act.

                                   ARTICLE VI
                                 INDEMNIFICATION

     6.1     Indemnification  by  the Company.  In the event of any registration
             --------------------------------
of  any  securities  of  the  Company  under the 1933 Act, the Company will, and
hereby does agree to indemnify and hold harmless the Investor, its directors and
officers,  each  other Person who participates as an underwriter in the offering
or  sale  of  such  securities  and  each other Person, if any, who controls the
Investor  or any such underwriter within the meaning of the 1933 Act against any
losses,  claims, damages or liabilities, joint or several, to which the Investor
or  any such director or officer or underwriter or controlling person may become
subject under the 1933 Act or otherwise, insofar as such losses, claims, damages
or  liabilities  (or actions or proceedings, whether commenced or threatened, in
respect  thereof) arise out of or are based upon any untrue statement or alleged
untrue  statement  of  any material fact contained in any Registration Statement
under  which such securities were registered under the 1933 Act, any preliminary
prospectus,  final  prospectus  or  summary prospectus contained therein, or any
amendment  or  supplement  thereto, or any omission or alleged omission to state
therein  a  material fact required to be stated therein or necessary to make the
statements  therein  not misleading, and the Company will reimburse the Investor
and  each  such  director,  officer,  underwriter and controlling person for any
legal  or  any  other  expenses  reasonably  incurred by them in connection with
investigating  or  defending  any  such  loss,  claim,  liability,  action  or
proceeding,  provided  that  the Company shall not be liable in any such case to
the  extent  that  any  such  loss,  claim,  damage,  liability,  (or  action or
proceeding  in  respect  thereof)  or  expense arises out of or is based upon an
untrue  statement  or  alleged  untrue statement or omission or alleged omission
made  in  such  Registration  Statement,  any such preliminary prospectus, final
prospectus,  summary prospectus, amendment or supplement in reliance upon and in
conformity  with written


                                        7
<PAGE>
information furnished to the Company by the Investor or underwriter stating that
it  is for use in the preparation thereof and, provided further that the Company
shall  not  be  liable  to  any Person who participates as an underwriter in the
offering  or  sale of Registrable Securities or to any other Person, if any, who
controls  such  underwriter within the meaning of the 1933 Act, in any such case
to  the  extent  that  any  such  loss,  claim,  damage, liability (or action or
proceeding in respect thereof) or expense arises out of such Person's failure to
send  or  give  a  copy  of  the  final  prospectus,  as  the  same  may be then
supplemented  or amended, within the time required by the 1933 Act to the Person
asserting  the  existence  of an untrue statement or alleged untrue statement or
omission or alleged omission at or prior to the written confirmation of the sale
of  Registrable  Securities  to  such  Person  if such statement or omission was
corrected  in  such final prospectus or an amendment or supplement thereto. Such
indemnity  shall remain in full force and effect regardless of any investigation
made  by or on behalf of the Investor or any such director, officer, underwriter
or  controlling  person and shall survive the transfer of such securities by the
Investor.

     6.2     Indemnification  by the Investor.  The  Company  may  require, as a
             --------------------------------
condition  to including any Registrable Securities in any Registration Statement
filed  pursuant  to  this  Agreement,  that  the  Company shall have received an
undertaking satisfactory to it from the Investor, to indemnify and hold harmless
(in the same manner and to the same extent as set forth in Paragraph 6.1 hereof)
the  Company, each director of the Company, each officer of the Company and each
other  Person,  if  any, who controls the Company within the meaning of the 1933
Act,  with  respect  to  any  statement  or  alleged statement in or omission or
alleged  omission  from such Registration Statement, any preliminary prospectus,
final  prospectus  or  summary prospectus contained therein, or any amendment or
supplement  thereto,  if  such  statement  or  alleged  statement or omission or
alleged  omission  was  made  in  reliance  upon  and in conformity with written
information  furnished to the Company through an instrument duly executed by the
Investor  specifically  stating  that  it  is for use in the preparation of such
Registration  Statement,  preliminary  prospectus,  final  prospectus,  summary
prospectus,  amendment  or  supplement.  Any such indemnity shall remain in full
force  and  effect,  regardless of any investigation made by or on behalf of the
Company  or  any  such director, officer or controlling person and shall survive
the  transfer  of  such  securities  by  the  Investor.

     6.3     Notices  of  Claims, Etc.  Promptly after receipt by an indemnified
             ------------------------
party  of  notice  of  the  commencement of any action or proceeding involving a
claim  referred  to  in Paragraph 6.1 and Paragraph 6.2 hereof, such indemnified
party  will,  if  claim in respect thereof is to be made against an indemnifying
party,  give  written  notice  to the latter of the commencement of such action,
provided  that  the  failure of any indemnified party to give notice as provided
herein  shall  not  relieve  the  indemnifying  party  of  its obligations under
Paragraph  6.1  and  Paragraph  6.2  hereof,  except  to  the  extent  that  the
indemnifying  party  is  actually prejudiced by such failure to give notice.  In
case  any  such  action  is brought against an indemnified party, unless in such
indemnified  party's  reasonable  judgment  a  conflict of interest between such
indemnified  and  indemnifying  parties  may exist in respect of such claim, the
indemnifying party shall be entitled to participate in and to assume the defense
thereof,  jointly  with  any other indemnifying party similarly notified, to the
extent  that  the  indemnifying  party  may  wish,  with  counsel  reasonably
satisfactory  to  such indemnified party, and after notice from the indemnifying
party  to  such  indemnified  party  of  its  election  so to assume the defense
thereof,  the  indemnifying  party shall not be liable to such indemnified party
for  any  legal  or  other  expenses  subsequently  incurred  by  the  latter in
connection  with  the  defense  thereof  other  than  reasonable  costs  of
investigation.  No  indemnifying  party  shall,  without  the  consent  of  the
indemnified party, consent to entry of any judgment or enter into any settlement
of  any  such action which does not include as an unconditional term thereof the
giving  by the claimant or plaintiff to such indemnified party of a release from
all liability, or a covenant not to sue, in respect to such claim or litigation.
No  indemnified  party  shall consent to entry of any judgment or enter into any
settlement  of  any  such  action  the  defense  of which has been assumed by an
indemnifying  party  without  the  consent  of  such  indemnifying  party.

     6.4     Other  Indemnification.  Indemnification  similar to that specified
             ----------------------
in Paragraph 6.1 and Paragraph 6.2 hereof (with appropriate modifications) shall
be given by the Company and the Investor (but only if and to the extent required
pursuant to the terms hereof) with respect to any required registration or other
qualification  of securities under any federal or state law or regulation of any
governmental  authority,  other  than  the  1933  Act.

     6.5     Indemnification  Payments.  The  indemnification  required  by
             -------------------------
Paragraph 6.1 and Paragraph 6.2 hereof shall be made by periodic payments of the
amount  thereof  during  the course of the investigation or defense, as and when
bills  are  received  or  expense,  loss,  damage  or  liability  is  incurred.


                                        8
<PAGE>
     6.6     Contribution.  If the indemnification provided for in Paragraph 6.1
             ------------
and  Paragraph  6.2  hereof is unavailable to an indemnified party in respect of
any  expense,  loss,  claim,  damage or liability referred to therein, then each
indemnifying  party,  in  lieu  of  indemnifying  such  indemnified party, shall
contribute  to  the amount paid or payable by such indemnified party as a result
of  such  expense,  loss,  claim,  damage  or  liability:

          (a)     In  such  proportion as is appropriate to reflect the relative
benefits  received  by  the  Company  on  the  one  hand  and  the  Investor  or
underwriter,  as  the  case  may  be,  on the other from the distribution of the
Registrable  Securities;  or

          (b)     If  the  allocation  provided  by  clause  (a)  above  is  not
permitted by applicable law, in such proportion as is appropriate to reflect not
only the relative benefits referred to in clause (a) above but also the relative
fault  of the Company on the one hand and of the Investor or underwriter, as the
case  may  be, on the other in connection with the statements or omissions which
resulted  in  such  expense,  loss,  damage  or  liability, as well as any other
relevant  equitable  considerations.

     The  relative  benefits  received  by  the  Company on the one hand and the
Investor or underwriter, as the case may be, on the other in connection with the
distribution  of  the  Registrable  Securities shall be deemed to be in the same
proportion  as  the  total net proceeds received by the Company from the initial
sale  of the Registrable Securities by the Company to the purchasers bear to the
gain,  if any, realized by all selling holders participating in such offering or
the  underwriting  discounts and commissions received by the underwriter, as the
case  may  be.  The  relative  fault  of  the Company on the one hand and of the
Investor or underwriter, as the case may be, on the other shall be determined by
reference to, among other things, whether the untrue or alleged untrue statement
of  a  material fact or omission to state a material fact relates to information
supplied  by the Company, by the Investor or by the underwriter and the parties'
relative  intent,  knowledge,  access to information supplied by the Company, by
the  Investor or by the underwriter and the parties' relative intent, knowledge,
access  to  information  and opportunity to correct or prevent such statement or
omission,  provided that the foregoing contribution agreement shall not inure to
the  benefit of any indemnified party if indemnification would be unavailable to
such  indemnified  party by reason of the provisions contained hereof, and in no
event  shall  the  obligation of any indemnifying party to contribute under this
Paragraph  6.6  exceed  the  amount that such indemnifying party would have been
obligated  to  pay by way of indemnification if the indemnification provided for
hereunder  had  been  available  under  the  circumstances.

     The  Company and the Investor agree that it would not be just and equitable
if  contribution  pursuant  to  this  Paragraph  6.6 were determined by pro rata
allocation (even if the Investor and any underwriters were treated as one entity
for  such  purpose)  or  by  any  other  method of allocation that does not take
account of the equitable considerations referred to in the immediately preceding
paragraph. The amount paid or payable by an indemnified party as a result of the
losses, claims, damages and liabilities referred to in the immediately preceding
paragraph  shall  be  deemed  to  include,  subject to the limitations set forth
herein,  any  legal  or  other  expenses reasonably incurred by such indemnified
party  in  connection  with investigating or defending any such action or claim.

     Notwithstanding  the  provisions of this Paragraph 6.6, the Investor and an
underwriter  shall  not  be  required  to contribute any amount in excess of the
amount  by  which (i) in the case of any the Investor, the net proceeds received
by  the  Investor from the sale of Registrable Securities or (ii) in the case of
an underwriter, the total price at which the Registrable Securities purchased by
it and distributed to the public were offered to the public exceeds, in any such
case,  the  amount of any damages that the Investor or underwriter has otherwise
been  required  to  pay  by reason of such untrue or alleged untrue statement or
omission.  No  Person guilty of fraudulent misrepresentation (within the meaning
of  Section  11(f)  of  the 1933 Act) shall be entitled to contribution from any
person  who  was  not  guilty  of  such  fraudulent  misrepresentation.

                                   ARTICLE VII
                                    RULE 144

     7.1     Rule 144.  The Company shall timely file the reports required to be
             --------
filed  by  it  under the 1933 Act and the 1934 Act (including but not limited to
the  reports  under  Sections  13  and  15(d) of the Exchange Act referred to in
subparagraph  (c)  of  Rule  144  adopted by the SEC under the 1933 Act) and the
rules  and  regulations adopted by the SEC thereunder (or, if the Company is not
required  to  file  such  reports,  will, upon the request of the Investor, make
publicly  available  other information) and will take such further action as the
Investor may reasonably request,


                                        9
<PAGE>
all  to  the  extent  required  from time to time to enable the Investor to sell
Registrable  Securities  without  registration  under  the  1933  Act within the
limitation  of  the  exemptions  provided by (a) Rule 144 under the 1933 Act, as
such  Rule  may  be  amended  from  time  to  time,  or  (b) any similar rule or
regulation  hereafter  adopted by the SEC. Upon the request of the Investor, the
Company  will  deliver  to the Investor a written statement as to whether it has
complied  with  the  requirements  of  this  Paragraph  7.1.

                                  ARTICLE VIII
                                  MISCELLANEOUS

     8.1     Amendments  and  Waivers.  This  Agreement  may  be amended and the
             ------------------------
Company may take any action herein prohibited, or omit to perform any act herein
required  to  be  performed  by  it, only if the Company shall have obtained the
written  consent  to such amendment, action or omission to act, of the holder or
holders  of  the  sum of the 51 percent or more of the shares of (a) Registrable
Securities  issued  at  such time, plus (b) Registrable Securities issuable upon
exercise or conversion of the Securities then constituting derivative securities
(if such Securities were not fully exchanged or converted in full as of the date
such  consent if sought).  Each holder of any Registrable Securities at the time
or  thereafter  outstanding  shall  be  bound  by any consent authorized by this
Paragraph 8.1, whether or not such Registrable Securities shall have been marked
to  indicate  such  consent.

     8.2     Nominees  for Beneficial Owners.  In the event that any Registrable
             -------------------------------
Securities  are  held  by  a  nominee  for  the  beneficial  owner  thereof, the
beneficial  owner thereof may, at its election, be treated as the holder of such
Registrable Securities for purposes of any request or other action by any holder
or  holders  of  Registrable  Securities  pursuant  to  this  Agreement  or  any
determination  of  any  number of percentage of shares of Registrable Securities
held  by  a  holder  or  holders  of Registrable Securities contemplated by this
Agreement.  If the beneficial owner of any Registrable Securities so elects, the
Company  may  require  assurances  reasonably satisfactory to it of such owner's
beneficial  ownership  or  such  Registrable  Securities.

     8.3     Notices.  All  notices  and other communications hereunder shall be
             -------
in  writing  and  shall  be  deemed  to have been given (a) on the date they are
delivered  if  delivered  in  person;  (b)  on  the  date  initially received if
delivered  by  facsimile  transmission  followed by registered or certified mail
confirmation;  (c) on the date delivered by an overnight courier service; or (d)
on  the  third  business day after it is mailed by registered or certified mail,
return  receipt requested with postage and other fees prepaid, if to the Company
addressed to Mr. Steven D. Rosenthal at 8513 Rochester Avenue, Rancho Cucamonga,
California  91730, with a copy to Norman T. Reynolds, Esq. at 815 Walker Street,
Suite 1250, Houston, Texas 77002, and if to the Investor addressed to Mr. Andrew
Barron  Worden 730 Fifth Avenue, 9th Floor, New York, New York 10019.  Any party
hereto  may  change  its address upon 10 days' written notice to any other party
hereto.

     8.4     Assignment.  This  Agreement shall be binding upon and inure to the
             ----------
benefit  of  and be enforceable by the parties hereto.  In addition, and whether
or  not  any  express  assignment  shall  have been made, the provisions of this
Agreement which are for the benefit of the parties hereto other than the Company
shall also be for the benefit of and enforceable by any subsequent holder of any
Registrable  Securities.  The  Investor  agrees, by accepting any portion of the
Registrable  Securities  after  the  date  hereof,  to  the  provisions  of this
Agreement  including,  without  limitation,  appointment  of  the  Investor's
Representative  to  act  on  behalf of the Investor pursuant to the terms hereof
which  such actions shall be made in the good faith discretion of the Investor's
Representative  and  be  binding  on  all  persons  for  all  purposes.

     8.5     Descriptive  Headings.  The  descriptive  headings  of  the several
             ---------------------
sections  and  paragraphs  of this Agreement are inserted for reference only and
shall  not  limit  or  otherwise  affect  the  meaning  hereof.

     8.6     Law  Governing;  Jurisdiction.  This Agreement shall be governed by
             -----------------------------
and  construed  in  accordance with the laws of the State of California, without
regard  to  any  conflicts  of  laws  provisions  thereof.  Each  party  hereby
irrevocably  submits  to the personal jurisdiction of the United States District
Court  for the Central District of California, as well as of the Superior Courts
of the State of California in Riverside County, California over any suit, action
or  proceeding  arising out of or relating to this Agreement.  Each party hereby
irrevocably  waives, to the fullest extent permitted by law, any objection which
it  may  now or hereafter have to the laying of the venue of any such mediation,
arbitration, suit, action or proceeding brought in any such county and any claim
that any such mediation, arbitration, suit, action or proceeding brought in such
county  has  been  brought  in  an  inconvenient  forum.


                                       10
<PAGE>
     8.7     Entire Agreement.  This Agreement embodies the entire agreement and
             ----------------
understanding  between  the  Company and each other party hereto relating to the
subject  matter  hereof  and  supercedes all prior agreements and understandings
relating  to  such  subject  matter.

     8.8     Severability.  If  any  provision  of  this  Agreement,  or  the
             ------------
application  of  such  provisions  to  any Person or circumstance, shall be held
invalid,  the  remainder of this Agreement, or the application of such provision
to  Persons or circumstances other than those to which it is held invalid, shall
not  be  affected  thereby.

     8.9     Binding  Effect.  All  the  terms  and provisions of this Agreement
             ---------------
whether so expressed or not, shall be binding upon, inure to the benefit of, and
be  enforceable  by  the parties and their respective administrators, executors,
legal  representatives,  heirs,  successors  and  assignees.

     8.10     Preparation  of  Agreement.  This Agreement shall not be construed
              --------------------------
more  strongly  against  any  party  regardless  of  who  is responsible for its
preparation.  The  parties  acknowledge  each  contributed  and  is  equally
responsible  for  its  preparation.

     8.11     Failure or Indulgence Not Waiver; Remedies Cumulative.  No failure
              -----------------------------------------------------
or  delay on the part of any party hereto in the exercise of any right hereunder
shall  impair  such right or be construed to be a waiver of, or acquiescence in,
any  breach  of  any representation, warranty, covenant or agreement herein, nor
shall nay single or partial exercise of any such right preclude other or further
exercise  thereof or of any other right.  All rights and remedies existing under
this  Agreement  are cumulative to, and not exclusive of, any rights or remedies
otherwise  available.

     8.12     Controlling  Agreement.  In  the event of any conflict between the
              ----------------------
terms  of this Agreement or the Stock Purchase Agreement, the terms of the Stock
Purchase  Agreement  shall  control.

     8.13     Counterparts.  This  Agreement  may  be  executed  in  one or more
              ------------
counterparts, and by the different parties hereto in separate counterparts, each
of which when executed shall be deemed to be an original, but all of which taken
together  shall constitute one and the same agreement.  A facsimile transmission
of  this  signed  Agreement  shall  be  legal and binding on all parties hereto.

     IN  WITNESS WHEREOF, the Investor and the Company have as of the date first
written  above  executed  this  Agreement.

                             CYBER PUBLIC RELATIONS, INC.

                             By
                               ------------------------------------------------
                               Steven D. Rosenthal, Chief Executive Officer

                             BARRON PARTNERS LP

                             By
                               ------------------------------------------------
                               Andrew Barron Worden, President, Barron Capital
                               Advisors LLC, General Partner


                                       11
<PAGE>