EXHIBIT 4.6


THE SECURITIES REPRESENTED BY THIS WARRANT HAVE BEEN ACQUIRED FOR INVESTMENT AND
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("1933
ACT") OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD OR
TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER
THE 1933 ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

                           WARRANT TO PURCHASE SHARES
                                 OF THE STOCK OF
                            INFORMEDIX HOLDINGS, INC.
                 (VOID AFTER EXPIRATION DATE - DECEMBER 1, 2006)


         This certifies that _______ or its successors or assigns ("HOLDER") in
consideration of one-tenth of one cent ($.001) in hand paid for each share of
the Common Stock exercised hereunder, shall be entitled to purchase from
InforMedix Holdings, Inc., a Nevada corporation ("COMPANY"), having its
principal place of business at 5880 Hubbard Drive, Rockville, MD 20852,
______Units of the Company at an exercise price per Unit of Common Stock equal
to $50,000 ("EXERCISE PRICE"). Each unit shall consist of 135,136 shares of
common stock, par value $.001 (the "COMMON STOCK"), which was determined by
dividing the purchase price per Unit of $50,000 (the "OFFERING Price") by $.37
which was the average closing bid price (calculated to the nearest $.0001) of
the Common Stock for the five (5) consecutive trading days immediately preceding
and including the second trading day immediately prior to the initial closing
date of the Private Placement. For each share of Common Stock issued, the
Company will also issue one Class A Warrant and one Class B Warrant

         This Warrant shall be exchangeable for shares at any time, or from
time-to-time, up to and including 5:00 p.m. (local time) on December 1, 2006
("EXPIRATION DATE") subject to redemption as set forth in Section 15 herein,
upon the surrender to the Company at its principal place of business (or at such
other location as the Company may advise the Holder in writing) of this Warrant
properly endorsed with a form of subscription in substantially the form attached
hereto duly filled in and signed and, if applicable, upon payment of the
aggregate Exercise Price for the number of shares for which this Warrant is
being exercised determined in accordance with the provisions hereof. Payment of
the aggregate Exercise Price may be made as elected by Holder as follows (or by
any combination of the following): (i) in United States currency by cash or
delivery of a certified check, bank draft or postal or express money order
payable to the order of the Company, (ii) by surrender of a number of shares of
Common Stock held by the Holder equal to the quotient obtained by dividing (A)
the aggregate Exercise Price payable with respect to the portion of this Warrant
then being exercised by (B) the closing bid price per share of Common Stock on
the date of exercise, or (iii) by cancellation of any portion of this Warrant
with respect to the number of shares of Common Stock equal to the quotient
obtained by dividing (A) the aggregate Exercise Price payable with respect to
the portion of this Warrant then being exercised by (B) the difference between
(1) the closing bid price per share of Common Stock on the date of exercise, and
(2) the Exercise Price per share of Common Stock. The Exercise Price and the
number of shares of Common Stock purchasable hereunder are subject to adjustment
as provided in Section 2 of this Warrant.

<PAGE>


      1.    EXERCISE; ISSUANCE OF CERTIFICATES; PAYMENT FOR SHARES.

            1.1 General. This Warrant is exercisable in full, or in part for
      10,000 or more shares, at the option of the Holder of record at any time
      or from time, to time, up to the Expiration Date for all of the shares of
      Common Stock (but not for a fraction of a share) which may be purchased
      hereunder. In the case of the exercise of less than all of the Warrants
      represented hereby, the Company shall cancel this Warrant Certificate upon
      the surrender hereof and shall execute and deliver a new Warrant
      Certificate or Warrant Certificates of like tenor for the balance of such
      Warrants. The Company agrees that the shares of Common Stock purchased
      under this Warrant shall be and are deemed to be issued to the Holder
      hereof as the record owner of such shares as of the close of business on
      the date on which this Warrant shall have been surrendered, properly
      endorsed, the completed, executed Subscription Form (attached hereto as
      Exhibit A-1) delivered and payment made for such shares. Certificates for
      the shares of Common Stock so purchased, together with any other
      securities or property to which the Holder is entitled upon such exercise,
      shall be delivered to the Holder by the Company at the Company's expense
      within a reasonable time after the rights represented by this Warrant have
      been so exercised, and in any event, within seven (7) days of such
      exercise. Each Common Stock certificate so delivered shall be in such
      denominations of 10,000 or more shares of Common Stock as may be requested
      by the Holder hereof and shall be registered on the Company's books in the
      name designated by such Holder.

            1.2 Shares To Be Fully Paid; Reservation Of Shares. The Company
      covenants and agrees that all shares of Common Stock which may be issued
      upon the exercise of the rights represented by this Warrant will, upon
      issuance, be duly authorized, validly issued, fully paid and nonassessable
      and free from all preemptive rights of any shareholder and free of all
      taxes, liens and charges with respect to the issue thereof. The Company
      further covenants and agrees that, during the period within which the
      rights represented by this Warrant may be exercised, the Company will at
      all times have authorized and reserved, for the purpose of issue or
      transfer upon exercise of the subscription rights evidenced by this
      Warrant, a sufficient number of shares of authorized but unissued Common
      Stock, when and as required to provide for the exercise of the rights
      represented by this Warrant. The Company will take all such action as may
      be necessary to assure that such shares of Common Stock may be issued as
      provided herein without violation of any applicable law or regulation, or
      of any requirements of any domestic securities exchange upon which the
      Common Stock or other securities may be listed; provided, however, that
      the Company shall not be required to effect a registration under federal
      or state securities laws with respect to such exercise. The Company will
      not take any action which would result in any adjustment of the Exercise
      Price (as set forth in Section 2 hereof) if the total number of shares of
      Common Stock issuable after such action upon exercise of all outstanding
      warrants, together with all shares of Common Stock then outstanding and
      all shares of Common Stock then issuable upon exercise of all options and
      upon the conversion of all convertible securities then outstanding, would
      exceed the total number of shares of Common Stock or Equity Securities
      then authorized by the Company's Articles/Certificate of Incorporation
      ("Company Charter").


                                       2
<PAGE>

      2. DETERMINATION OR ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF SHARES. The
Exercise Price and the number of shares purchasable upon the exercise of this
Warrant shall be subject to adjustment from time to time upon the occurrence of
certain events described in this Section 2. Upon each adjustment of the Exercise
Price, the Holder of this Warrant shall thereafter be entitled to purchase, at
the Exercise Price resulting from such adjustment, the number of shares obtained
by multiplying the Exercise Price in effect immediately prior to such adjustment
by the number of shares purchasable pursuant hereto immediately prior to such
adjustment, and dividing the product thereof by the Exercise Price resulting
from such adjustment.

            2.1 Subdivision or Combination of Common Stock. In case the Company
      shall at any time subdivide its outstanding shares of Common Stock into a
      greater number of shares, the Exercise Price in effect immediately prior
      to such subdivision shall be proportionately reduced, and conversely, in
      case the outstanding shares of Common Stock of the Company shall be
      combined into a smaller number of shares, the Exercise Price in effect
      immediately prior to such combination shall be proportionately increased.

            2.2 Dividends in Common Stock, Other Stock, Property,
      Reclassification. If at any time or from time to time the holders of
      Common Stock (or any shares of stock or other securities at the time
      receivable upon the exercise of this Warrant or into which such securities
      are convertible) shall have received or become entitled to receive,
      without payment therefore.

            2.2.1 Stock, Common Stock or any shares of stock or other securities
                  which are at any time directly or indirectly convertible into
                  or exchangeable for Common Stock, or any rights or options to
                  subscribe for, purchase or otherwise acquire any of the
                  foregoing by way of dividend or other distribution,

            2.2.2 Any cash paid or payable otherwise than as a cash dividend, or


            2.2.3 Stock, Common Stock or additional stock or other securities or
                  property (including cash) by way of spinoff, split-up,
                  reclassification, combination of shares or similar corporate
                  rearrangement, (other than shares of Common Stock issued as a
                  stock split or adjustments in respect of which shall be
                  covered by the terms of Section 2.1 above), then and in each
                  such case, the Holder hereof shall, upon the exercise of this
                  Warrant, be entitled to receive, in addition to the number of
                  shares of Stock or Common Stock receivable thereupon, and
                  without payment of any additional consideration therefor, the
                  amount of stock and other securities and property (including
                  cash in the cases referred to in clause (2.2.2) above and this
                  clause (2.2.3)) which such Holder would hold on the date of
                  such exercise had he been the holder of record of such Common
                  Stock as of the date on which holders of Common Stock received
                  or became entitled to receive such shares or all other
                  additional stock and other securities and property.

                                       3
<PAGE>


            2.3 Reorganization, Reclassification, Consolidation, Merger or Sale.
      If any recapitalization, reclassification or reorganization of the capital
      stock of the Company, or any consolidation or merger of the Company with
      another corporation, or the sale of all or substantially all of its assets
      or other transaction shall be effected in such a way that holders of
      Common Stock shall be entitled to receive stock, securities, or other
      assets or property (an "Organic Change"), then, as a condition of such
      Organic Change, lawful and adequate provisions shall be made by the
      Company whereby the Holder hereof shall thereafter have the right, upon
      exercise of this warrant, to purchase and receive (in lieu of the shares
      of the Common Stock of the Company immediately theretofore purchasable and
      receivable upon the exercise of the rights represented by this Warrant)
      such shares of stock, securities or other assets or property as may be
      issued or payable with respect to or in exchange for a number of
      outstanding shares of such Common Stock equal to the number of shares of
      such stock immediately theretofore purchasable and receivable upon the
      exercise of the rights represented by this Warrant. In the event of any
      Organic Change, appropriate provision shall be made by the Company with
      respect to the rights and interests of the Holder of this Warrant to the
      end that the provisions hereof (including, without limitation, provisions
      for adjustments of the Exercise Price and of the number of shares
      purchasable and receivable upon the exercise of this Warrant) shall
      thereafter be applicable, in relation to any shares of stock, securities
      or assets thereafter deliverable upon the exercise hereof. The Company
      will not effect any such consolidation, merger or sale unless, prior to
      the consummation thereof, the successor corporation (if other than the
      Company) resulting from such consolidation or the corporation purchasing
      such assets shall assume by written instrument executed and mailed or
      delivered to the registered Holder hereof at the last address of such
      Holder appearing on the books of the Company, the obligation to deliver to
      such Holder, upon Holder's exercise of this Warrant and payment of the
      purchase price in accordance with the terms hereof, such shares of stock,
      securities or assets as, in accordance with the foregoing provisions, such
      Holder may be entitled to purchase.



      2.4

            2.4.1 Except as hereinafter provided, if and whenever after the date
                  of execution of this Warrant, the Company shall issue or sell
                  any shares of its Common Stock for a consideration per Share
                  less than the equivalent per share Exercise Price in effect
                  immediately prior to the time of such issue or sale, then
                  forthwith the exercise price of this warrant shall be reduced
                  to the price (calculated to the nearest cent) which the
                  Company received upon such issue or sale.

            2.4.2 Notwithstanding anything herein to the contrary, no adjustment
                  of the Exercise Price shall be made:


                                       4
<PAGE>

                           (i)      Upon the issuance or sale of shares of
                                    Common Stock and Class A and Class B
                                    Warrants in the Private Placement for which
                                    Meyers Associates, L.P. is Placement Agent
                                    or the shares of Common stock issuable upon
                                    the exercise of the Class A and Class B
                                    Warrants; and the shares of Common Stock
                                    underlying this Warrant and/or issuable upon
                                    conversion, exchange or non-payment of the
                                    10% convertible subordinated promissory
                                    notes issued together with this Warrant as
                                    part of the Bridge Financing; or

                           (ii)     Upon (i) the issuance of up to 3,000,000
                                    options and/or shares issuable pursuant to
                                    the Company's employee stock option plan in
                                    effect on the date hereof or the sale by the
                                    Company of any shares of Common Stock
                                    pursuant to the exercise of any such
                                    options, or (ii) the sale by the Company of
                                    any shares of Common Stock pursuant to the
                                    exercise of any options or warrants and/or
                                    conversion of notes previously issued and
                                    outstanding on the date hereof.

            2.4.3 No adjustment of the exercise price, however, shall be made in
                  an amount less than $.02 per Share, but any such lesser
                  adjustment shall be carried forward and shall be made at the
                  time and together with the next subsequent adjustment which
                  together with any adjustments so carried forward shall amount
                  to $.02 per Share or more.

            2.5 Certain Events. If any change in the outstanding Common Stock of
      the Company or any other event occurs as to which the other provisions of
      this Section 2 are not strictly applicable or if strictly applicable would
      not fairly protect the purchase rights of the Holder of the Warrant in
      accordance with such provisions, then the Board of Directors of the
      Company shall make an adjustment in the number and class of shares
      available under the Warrant, the Exercise Price or the application of such
      provisions, so as to protect such purchase rights as aforesaid. The
      adjustment shall be such as will give the Holder of the Warrant upon
      exercise for the same aggregate Exercise Price the total number, class and
      kind of shares as he would have owned had the Warrant been exercised prior
      to the event and had he continued to hold such shares until after the
      event requiring adjustment.

      2.6   Notices of Change.

            2.6.1 Upon any determination or adjustment in the number or class of
                  shares subject to this Warrant and of the Exercise Price, the
                  Company shall give written notice thereof to the Holder,
                  setting forth in reasonable detail and certifying the
                  calculation of such determination or adjustment.

            2.6.2 The Company shall give written notice to the Holder at least
                  10 business days prior to the date on which the Company closes
                  its books or takes a record for determining rights to receive
                  any dividends or distributions.


                                       5
<PAGE>

            2.6.3 The Company shall also give written notice to the Holder at
                  least 20 days prior to the date on which an Organic Change
                  shall take place.

      3. ISSUE TAX. The issuance of certificates for shares of Common Stock upon
the exercise of the Warrant shall be made without charge to the Holder of the
Warrant for any issue tax (other than any applicable income taxes) in respect
thereof; provided, however, that the Company shall not be required to pay any
tax which may be payable in respect of any transfer involved in the issuance and
delivery of any certificate in a name other than that of the then Holder of the
Warrant being exercised.

      4. CLOSING OF BOOKS. The Company will at no time close its transfer books
against the transfer of any warrant or of any shares of stock issued or issuable
upon the exercise of any warrant in any manner which interferes with the timely
exercise of this Warrant.

      5. NO VOTING OR DIVIDEND RIGHTS; LIMITATION OF LIABILITY. Nothing
contained in this Warrant shall be construed as conferring upon the Holder
hereof the right to vote as a shareholder of the Company. No dividends or
interest shall be payable or accrued in respect of this Warrant, the interest
represented hereby, or the shares purchasable hereunder until, and only to the
extent that, this Warrant shall have been exercised. The Holder of this Warrant
shall receive all notices as if a shareholder of the Company. No provisions
hereof, in the absence of affirmative action by the Holder to purchase shares of
Common Stock, and no mere enumeration herein of the rights or privileges of the
Holder hereof, shall give rise to any liability of such Holder for the Exercise
Price or as a shareholder of the Company, whether such liability is asserted by
the Company or by its creditors.

      6. RIGHTS AND OBLIGATIONS SURVIVE EXERCISE OF WARRANT. The rights and
obligations of the Company, of the Holder of this Warrant and of the holder of
shares of Common Stock issued upon exercise of this Warrant, shall survive the
exercise of this Warrant.

      7. FURTHER REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY.

            7.1 Articles and Bylaws. The Company has made available to Holder
      true, complete and correct copies of the Company Charter and Bylaws, as
      amended, through the date hereof.

            7.2 Due Authority. The execution and delivery by the Company of this
      Warrant and the performance of all obligations of the Company hereunder,
      including the issuance to Holder of the right to acquire the shares of
      Common Stock, have been duly authorized by all necessary corporate action
      on the part of the Company, and the Warrant is not inconsistent with the
      Company Charter or Bylaws and constitutes a legal, valid and binding
      agreement of the Company, enforceable in accordance with its terms.

            7.3 Consents and Approvals. No consent or approval of, giving of
      notice to, registration with, or taking of any other action in respect of
      any state, federal or other governmental authority or agency is required
      with respect to the execution, delivery and performance by the Company of
      its obligations under this Warrant, except for any filing required by
      applicable federal and state securities laws, which filing will be
      effective by the time required thereby.


                                       6
<PAGE>

            7.4 Issued Securities. All issued and outstanding shares of capital
      stock of the Company have been duly authorized and validly issued and are
      fully paid and nonassessable. All outstanding shares of capital stock were
      issued in full compliance with all federal and state securities laws.

            7.5 Exempt Transaction. Subject to the accuracy of the Holders
      representations in Section 8 hereof, the issuance of the Common Stock upon
      exercise of this Warrant will constitute a transaction exempt from (i) the
      registration requirements of Section 5 of the Securities Act of 1933, as
      amended ("1933 Act"), in reliance upon Section 4(2) thereof, or upon the
      applicable exemption under Regulation D, and (ii) the qualification
      requirements of the applicable state securities laws.

            7.6 Compliance with Rule 144. At the written request of the Holder,
      who proposes to sell Common Stock issuable upon the exercise of the
      Warrant in compliance with Rule 144 promulgated by the Securities and
      Exchange Commission, the Company shall furnish to the Holder, within
      thirty (30) days after receipt of such request, a written statement
      confirming the Company's compliance with the filing requirements of the
      Securities and Exchange Commission as set forth in such Rule, as such Rule
      may be amended from time to time.

            7.7 Registration. The shares of Common Stock underlying this Warrant
      are subject to a Registration Rights Agreement dated as of the date hereof
      between the Company and the Holder, the terms of which are incorporated by
      reference herein.

8.    REPRESENTATIONS AND COVENANTS OF THE HOLDER.

            8.1 This Warrant has been entered into by the Company in reliance
      upon the following representations and covenants of the Holder:

            8.1.1 Investment Purpose. The Warrant or the Common Stock issuable
                  upon exercise of the Warrant will be acquired for investment
                  and not with a view to the sale or distribution of any part
                  thereof, and the Holder has no present intention of selling or
                  engaging in any public distribution of the same except
                  pursuant to a registration or exemption.

            8.1.2 Private Issue. The Holder understands (i) that the Warrant and
                  the Common Stock issuable upon exercise of this Warrant are
                  not registered under the 1933 Act or qualified under
                  applicable state securities laws on the ground that the
                  issuance contemplated by this Warrant will be exempt from the
                  registration and qualifications requirements thereof, and (ii)
                  that the Company's reliance on such exemption is predicated on
                  the representations set forth in this Section 8.


                                       7
<PAGE>

            8.1.3 Disposition of Holders Rights. In no event will the Holder
                  make a disposition of the Warrant or the Common Stock issuable
                  upon exercise of the Warrant unless and until (i) it shall
                  have notified the Company of the proposed disposition, and
                  (ii) if requested by the Company, it shall have furnished the
                  Company with an opinion of counsel (which counsel may either
                  be inside or outside counsel to the Holder) satisfactory to
                  the Company and its counsel to the effect that (A) appropriate
                  action necessary for compliance with the 1933 Act has been
                  taken, or (B) an exemption from the registration requirements
                  of the 1933 Act is available. Notwithstanding the foregoing,
                  the restrictions imposed upon the transferability of any of
                  its rights to acquire Common Stock issuable on the exercise of
                  such rights do not apply to transfers from the beneficial
                  owner of any of the aforementioned securities to its nominee
                  or from such nominee to its beneficial owner, and shall
                  terminate as to any particular share of stock when (1) such
                  security shall have been effectively registered under the 1933
                  Act and sold by the Holder thereof in accordance with such
                  registration or (2) such security shall have been sold without
                  registration in compliance with Rule 144 under the 1933 Act,
                  or (3) a letter shall have been issued to the Holder at its
                  request by the staff of the Securities and Exchange Commission
                  or a ruling shall have been issued to the Holder at its
                  request by such Commission stating that no action shall be
                  recommended by such staff or taken by such Commission, as the
                  case may be, if such security is transferred without
                  registration under the 1933 Act in accordance with the
                  conditions set forth in such letter or ruling and such letter
                  or ruling specifies that no subsequent restrictions on
                  transfer are required. Whenever the restrictions imposed
                  hereunder shall terminate, as hereinabove provided, the Holder
                  or holder of a share of stock then outstanding as to which
                  such restrictions have terminated shall be entitled to receive
                  from the Company, without expense to such Holder, one or more
                  new certificates for the Warrant or for such shares of stock
                  not bearing any restrictive legend.

            8.1.4 Financial Risk. The Holder has such knowledge and experience
                  in financial and business matters as to be capable of
                  evaluating the merits and risks of its investment, and has the
                  ability to bear the economic risks of its investment.

            8.1.5 Risk of No Registration. The Holder understands that if the
                  Company does not file reports pursuant to Section 15(d), of
                  the Securities Exchange Act of 1934 ("1934 ACT"), or if a
                  registration statement covering the securities under the 1933
                  Act is not in effect when it desires to sell (i) the Warrant,
                  or (ii) the Common Stock issuable upon exercise of the
                  Warrant, it may be required to hold such securities for an
                  indefinite period. The Holder also understands that any sale
                  of the Warrant or the Common Stock issuable upon exercise of
                  the Warrant which might be made by it in reliance upon Rule
                  144 under the 1933 Act may be made only in accordance with the
                  terms and conditions of that Rule.


                                       8
<PAGE>

            8.1.6 Accredited Investor. The Holder is an "accredited investor"
                  within the meaning of Regulation D promulgated under the 1933
                  Act.


            8.1.7 Restriction on Exercise by The Holder. Notwithstanding
                  anything herein to the contrary, in no event shall any Holder
                  be required to exercise this Warrant if as a result of such
                  exercise the aggregate number of shares of Common Stock
                  beneficially owned by such Holder and its Affiliates would
                  exceed 4.99% of the outstanding shares of the Common Stock
                  following such exercise. For purposes of this Section 8.1.7,
                  beneficial ownership shall be calculated in accordance with
                  Section 13(d) of the Securities Exchange Act of 1934, as
                  amended.

      9. MODIFICATION AND WAIVER. This Warrant and any provision hereof may be
changed, waived, discharged or terminated only by an instrument in writing
signed by the party against which enforcement of the same is sought.

      10. NOTICES. Any notice, request or other document required or permitted
to be given or delivered to the Holder hereof or the Company shall be delivered
or shall be sent by certified mail, postage prepaid or such other means which
evidences receipt, to each such Holder at its address as shown on the books of
the Company or to the Company at the address indicated therefor in the first
paragraph of this Warrant or such other address as either may from time to time
provide to the other.

      11. BINDING EFFECT ON SUCCESSORS. As provided in Section 2.3 above, this
Warrant shall be binding upon any corporation succeeding the Company by merger,
consolidation or acquisition of all or substantially all of the Company's
assets. All of the obligations of the Company relating to the Common Stock
issuable upon the exercise of this Warrant shall survive the exercise and
termination of this Warrant. All of the covenants and agreements of the Company
shall inure to the benefit of the successors and assigns of the Holder hereof.

      12. DESCRIPTIVE HEADINGS AND GOVERNING LAW. The description headings of
the several sections and paragraphs of this Warrant are inserted for convenience
only and do not constitute a part of this Warrant. This Warrant shall be
construed and enforced in accordance with, and the rights of the parties shall
be governed by the laws of the State of Nevada.

      13. LOST WARRANTS. The Company represents and warrants to the Holder
hereof that upon receipt of evidence reasonably satisfactory to the Company of
the loss, theft, destruction, or mutilation of this Warrant and, in the case of
any such loss, theft or destruction, upon receipt of an indemnity reasonably
satisfactory to the Company, or in the case of any such mutilation upon
surrender and cancellation of such Warrant, the Company, at its expense, will
make and deliver a new Warrant, of like tenor, in lieu of the lost, stolen,
destroyed or mutilated Warrant.


                                       9
<PAGE>

      14. FRACTIONAL SHARES. No fractional shares shall be issued upon exercise
of this Warrant. The Company shall, in lieu of issuing any fractional share, pay
the Holder entitled to such fraction a sum in cash equal to such fraction
multiplied by the then effective Exercise Price.

      15. REDEMPTION. This Warrant may be redeemed at the option of the Company,
at a redemption price of $.001 per Warrant, at any time between the first
anniversary date of the issuance and the Expiration Date, provided (a) the
market price (as determined in accordance with the terms of this Warrant) for
the Common Stock issuable upon exercise of such Warrant shall exceed 200% of the
Offering Price for twenty (20) consecutive trading days ending within fifteen
days of the date of notice of redemption, and (b) there is an effective
registration statement covering the shares of Common Stock issuable upon
exercise of this Warrant. Notice of redemption shall be given not later than the
thirtieth day before the date fixed for redemption. On and after the date fixed
for redemption, the Registered Holder shall have no rights with respect to this
Warrant except to receive the $.001 per Warrant upon surrender of this
Certificate. All Warrants must be redeemed if any are redeemed.



          [The balance of this page has been intentionally left blank]



                                       10
<PAGE>


      The notice of redemption shall specify: (i) the Redemption Price; (ii) the
date fixed for redemption which shall be not earlier than thirty days after the
date of notice of redemption (the "Redemption Date"); (iii) the place where
Warrant Certificates shall be delivered and the redemption price paid; and (iv)
that the right to exercise the Warrants shall terminate at 5:00 p.m. EST on the
Business Day immediately preceding the Redemption Date. No failure to mail such
notice nor any defect therein or in the mailing thereof shall affect the
validity of the proceedings for such redemption, except as to a Registered
Holder (a) to whom notice was not mailed or (b) whose notice was defective. An
affidavit of the Secretary or an Assistant Secretary of the Company that notice
of redemption has been mailed shall, in the absence of fraud, be conclusive
evidence of the facts stated therein.

      From and after the Redemption Date, the Company shall, at the place
specified in the notice of redemption, upon presentation and surrender to the
Company by or on behalf of the Registered Holder thereof of this Warrant,
deliver or cause to be delivered to or upon the written order of such holder a
sum of cash equal to the Redemption Price of each such Warrant, provided that if
the aggregate amount payable to any Registered Holder in redemption of Warrants
held by such Registered Holder is $1.00 or less, the Company shall have no
liability to make payment of the Redemption Price to such Registered Holder;
such Registered Holder will have no claim against the Company for the payment of
such Redemption Price; and the Warrants held by such Registered Holders shall,
nevertheless, be deemed to have been duly redeemed on the applicable Redemption
Date, whether or not the same are surrendered. From and after the Redemption
Date and upon the deposit or setting aside by the Company of a sum sufficient to
redeem all the Warrants called for redemption, such Warrants shall expire and
become void and all rights hereunder and shall cease, except the right, if any,
to receive payment of the Redemption Price.

      IN WITNESS WHEREOF, the Company has caused this Warrant to be duly
executed by its officers, thereunto duly authorized this ____ day of _______
200__.


                                          INFORMEDIX HOLDINGS, INC.,
                                          A Nevada corporation

                                          By: ___________________________
                                              Name: Bruce A. Kehr
                                              Title:    Chairman & CEO


                                       11
<PAGE>


                                   EXHIBIT A-1


                                SUBSCRIPTION FORM


Date:  _________________, _______


InforMedix Holdings, Inc. - Attn:  President


Ladies and Gentlemen:

      The undersigned hereby elects to exercise the warrant issued to it by
InforMedix Holdings, Inc. ("Company") and dated _______ ____ _______,
("WARRANT") and to purchase thereunder __________________________________ shares
of the Common Stock of the Company ("SHARES") at a purchase price of
________________ ($______) per Share or an aggregate purchase price of
__________________ ________________ Dollars ($__________) ("EXERCISE PRICE").

Pursuant to the terms of the Warrant, the undersigned has delivered the Exercise
Price herewith in a manner set forth in the Warrant.



                                          Very truly yours,



                                       12
<PAGE>


                                   ASSIGNMENT

                     To Be Executed by the Registered Holder
                           in Order to Assign Warrants


FOR VALUE RECEIVED, ______________________________________________________
hereby sells, assigns and transfers unto

            PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER

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

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

                     --------------------------------------
                     [please print or type name and address]


_____________________of the Warrants represented by this Warrant Certificate,
and hereby irrevocably constitutes and appoints
____________________________________ Attorney to transfer this Warrant
Certificate on the books of the Company, with full power of substitution in the
premises.

Dated:   __________________           x __________________________________
                                                 Signature Guaranteed


THE SIGNATURE TO THE ASSIGNMENT OR THE SUBSCRIPTION FORM MUST CORRESPOND TO THE
NAME AS WRITTEN UPON THE FACE OF THIS WARRANT CERTIFICATE IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BE
GUARANTEED BY A COMMERCIAL BANK OR TRUST COMPANY OR A MEMBER FIRM OF THE
AMERICAN STOCK EXCHANGE, NEW YORK STOCK EXCHANGE, PACIFIC STOCK EXCHANGE OR
MIDWEST STOCK EXCHANGE.


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