EXHIBIT 4.3

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.

                       FORM OF WARRANT TO PURCHASE SHARES
                                 OF THE STOCK OF
                            INFORMEDIX HOLDINGS, INC.
                 (VOID AFTER EXPIRATION DATE - AUGUST 31, 2008)

         This certifies that _________ or its successors or assigns ("HOLDER")
in consideration of one-tenth of one cent ($.001) in hand paid for each share of
the Common Stock exercised hereunder, shall be entitled to purchase from
INFORMEDIX HOLDINGS, INC., a Nevada corporation ("COMPANY"), having its
principal place of business at 5880 Hubbard Drive, Rockville, MD 20852,
__________fully paid and non-assessable shares of the Company's common stock
("COMMON STOCK", "Bridge Warrant Shares"), at an exercise price equal to thirty
seven cents ($.37) ("EXERCISE PRICE").

         This Warrant is being issued in connection with a bridge financing (the
"Offering") of the Company of a minimum of $200,000 and a maximum of $400,000
issuable in $50,000 units, being sold only to accredited investors. Each unit
consists of $50,000 principal amount of 10% convertible subordinated promissory
notes and warrants to purchase 100,000 shares of Common Stock. The warrant is
identical to all other warrants issued in the offering, except for names and
amounts, which shall total 400,000 Warrants if the minimum proceeds are raised
and 800,000 Warrants if the maximum proceeds are raised. The Company reserves
the right to sell fractional units.

         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 the fifth
anniversary from the date of this Warrant, namely, August 31, 2008 ("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 in cash or by
check of the aggregate Exercise Price for the number of shares for which this
Warrant is being exercised determined in accordance with the provisions hereof.
The Exercise Price (unless the Warrant is exercised via cashless exercise method
as described in Section 1.3) 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 the exercise notice (attached hereto as Schedule A or
                  B) is delivered to the Company via facsimile, provided however
                  that in such case this Warrant shall be surrendered to the
                  Company within five (5) business days; 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,
                  provided that no Holder of this warrant shall be permitted to
                  exercise any warrants to the extent that such exercise would
                  cause any Holder to be the beneficial owner of more than 5% of
                  the then outstanding Company's Common Stock, at that given
                  time. This limitation shall not be deemed to prevent any
                  Holder from acquiring more than an aggregate of 5% of the
                  Common Stock, so long as such Holder does not beneficially
                  own, or have the right to beneficially own, more than 5% of
                  Company's Common Stock at any given time.

         1.2      EXERCISE FOR CASH

                  This Warrant may be exercised, in whole at any time or in part
                  from time to time, commencing on the date hereof and prior to
                  5:00 P.M., New York time, on August 31, 2008, by the Holder by
                  the facsimile delivery of the exercise notice, as attached
                  hereto, on the date of the exercise and by surrender of this
                  Warrant within (5) business date from the exercise day at the
                  address set forth hereof, together with proper payment of the
                  aggregate purchase price payable hereunder for the Bridge
                  Warrant Shares ("Aggregate Warrant Price"), or the
                  proportionate part thereof if this Warrant is exercised in
                  part. Payment for the Bridge Warrant Shares shall be made by
                  wire, or check payable to the order of the Company. If this
                  Warrant is exercised in part, this Warrant must be exercised
                  for a number of whole shares of the Common Stock, and the
                  Holder is entitled to receive a new Warrant covering the
                  Bridge Warrant Shares which have not been exercised and
                  setting forth the proportionate part of the Aggregate Warrant
                  Price applicable to such Bridge Warrant Shares. Upon such
                  surrender of this Warrant the Company will (a) issue a
                  certificate or certificates in the name of the Holder for the
                  largest number of whole shares of the Common Stock to which
                  the Holder shall be entitled and (b) deliver the other
                  securities and properties receivable upon the exercise of this
                  Warrant, or the proportionate part thereof if this Warrant is
                  exercised in part, pursuant to the provisions of this Warrant.


                                       2
<PAGE>

         1.3      CASHLESS EXERCISE. If at any time commencing on the first
                  anniversary of the issuance of this Warrant, in the event the
                  Common Shares underlying the exercise of this Warrant have not
                  been registered for resale under the Securities Act of 1933
                  with a current prospectus available, the Warrant may be
                  exercised by surrender of the Warrant without payment of any
                  other consideration, commission or remuneration, by execution
                  of the cashless exercise subscription form (attached as
                  Schedule B). The number of shares to be issued in exchange for
                  the Warrant will be computed by subtracting the Exercise Price
                  from the 4:00 PM New York Time closing bid price of the
                  Company's Common Stock as quoted on Bloomberg quotation system
                  ("Closing Bid") on the date of receipt of the cashless
                  exercise subscription form, multiplying that amount by the
                  number of shares represented by the Warrant, and dividing by
                  the Closing Bid price as of the same date.


         1.4      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").


                                       3
<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.


                                       4
<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 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.


                                       5
<PAGE>

         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:

                           (i)      Upon the issuance or sale of shares of
                                    Common Stock and Class A and Class B
                                    Warrants in the proposed 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 $.01 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 $.01
                           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.


                                       6
<PAGE>

         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.

                  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
<PAGE>

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.

         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 five (5) 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
<PAGE>

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.

                  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.


                                       9
<PAGE>

                  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) and/or Section 12(g), 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.

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

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
<PAGE>


10. NOTICES. Any notice required or permitted hereunder shall be given in
writing (unless otherwise specified herein) and shall be deemed effectively
given upon (i) personal delivery, against written receipt thereof, (ii) delivery
via facsimile or e-mail as set forth below (iii) two business days after deposit
with Federal Express or another nationally recognized overnight courier service,
or (iv) five business days after being forwarded, postage paid, via certified or
registered mail, return receipt requested, addressed to each of the other
parties thereunto entitled at the following addresses, or at such other
addresses as a party may designate by ten days advance written notice.

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.

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 upon 30 business-day written notice
delivered to the Holder, provided: (a) the Closing Bid of the Common Stock
issuable upon exercise of such Warrant shall exceed $2.00 per share for twenty
(20) consecutive trading days ending on the date of notice of redemption, and
(b) there is an effective registration statement with a current prospectus
available covering the shares of Common Stock issuable upon exercise of this
Warrant. On and after the date fixed for redemption, the 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.


                                       11
<PAGE>

         The notice of redemption shall specify: (i) the Redemption Price; (ii)
the date fixed for 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. 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 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. 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 ______
2003.


                                        INFORMEDIX HOLDINGS, INC.,
                                        a Nevada corporation


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


                                            Address: Georgetown Park
                                            5880 Hubbard Drive
                                            Rockville, MD 20852-4881


                                            Phone:   (301) 984-1566
                                            Fax:     (301) 984-9096
                                            E-mail:  Bruce.Kehr@InforMedix.com


ATTEST:

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




                                       12
<PAGE>

                                   SCHEDULE A

                                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 _________, 2003, ("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").

         The undersigned hereby elects to convert _______________________
percent (____%) of the value of the Warrant pursuant to the provisions of
Section 1.2 of the Warrant.

         Pursuant to the terms of the Warrant, the undersigned has delivered the
Exercise Price herewith in full in cash or by certified check or wire transfer.


                                           Very truly yours,



                                       13
<PAGE>


                                   ASSIGNMENT

                          To Be Executed by the 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.



                                       14
<PAGE>

                                   SCHEDULE B

                         CASHLESS EXERCISE SUBSCRIPTION


         The undersigned _______________________ pursuant to the provisions of
the foregoing Warrant, hereby agrees to subscribe to that number of shares of
stock of INFORMEDIX HOLDINGS, INC. as are issuable in accordance with the
formula set forth in Section 1.3 of the Warrant, and makes payment therefore in
full by surrender and delivery of this Warrant.


Number of Warrants Exercised: _____


Number of underlying Common Shares: ______


Dated:                                 Signature:

                                       Address:



                                       15