Exhibit 10.50





THIS  WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT
BEEN  REGIS-TERED  UNDER  THE  SECURITIES  ACT  OF  1933, AS AMENDED.  EXCEPT AS
OTHERWISE  SET  FORTH  HEREIN  OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF
JANUARY  __,  2002,  NEITHER  THIS  WARRANT  NOR ANY OF SUCH SHARES MAY BE SOLD,
TRANSFERRED  OR  ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRA-TION STATEMENT
FOR SUCH SECURITIES UNDER SAID ACT OR, AN OPINION OF COUNSEL, IN FORM, SUBSTANCE
AND  SCOPE,  CUSTOMARY  FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT
REGISTRATION  IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144
OR  REGULATION  S  UNDER  SUCH  ACT.

                                                                    Right  to
                                                                    Purchase
                                                                    ________
                                                                    Shares  of
                                                                    Common
                                                                    Stock,  par
                                                                    value  $0.01
                                                                    per  share

                             STOCK PURCHASE WARRANT

     THIS  CERTIFIES  THAT, for value received, Bristol Investment Fund, Ltd. or
its  registered assigns, is entitled to purchase from The Amanda Company, a Utah
corporation  (the "Company"), at any time or from time to time during the period
specified  in  Paragraph  2  hereof,  _____________________________ (__________)
fully  paid  and  nonassessable shares of the Company's Com-mon Stock, par value
$0.01  per  share  (the "Common Stock"), at an exercise price per share equal to
the  lesser of (i) $_____ [the average of the lowest 3 Trading Prices during the
30  Trading  Days  immediately  prior to the closing date, discounted by 30% and
(ii)  the  average  of  the  lowest  three (3) Trading Prices (as defined below)
during  the  thirty  (30)  Trading  Days (as defined below) immediately prior to
exercise,  discounted by 30% (the "Exercise Price").  The term "Warrant Shares,"
as used herein, refers to the shares of Common Stock purchasable hereunder.  The
Warrant  Shares  and the Exercise Price are subject to adjustment as provided in
Paragraph  4  hereof.  The  term  "Warrants"  means  this  Warrant and the other
warrants  issued  pursuant  to that certain Securities Purchase Agreement, dated
January  __,  2002,  by  and  among  the  Company  and  the Buyers listed on the
execution  page  thereof  (the  "Securities  Purchase Agreement"), including any
additional  warrants issuable pursuant to Section 4(l) thereof.  "Trading Price"
means,  for  any  security  as  of  any  date, the intraday trading price on the
Over-the-Counter Bulletin Board (the "OTCBB") as reported by Bloomberg Financial
Markets  or an equivalent, reliable reporting service mutually acceptable to and
hereafter  designated  by the holder hereof and the Company ("Bloomberg") or, if
the  OTCBB  is  not the principal trading market for such security, the intraday
trading  price  of such security on the principal securities exchange or trading
market  where  such security is listed or traded as reported by Bloomberg or, if
no  intraday trading price of such security is available in any of the foregoing
manners,  the  average  of  the intraday trading prices of any market makers for
such  security  that  are  listed in the "pink sheets" by the National Quotation
Bureau,  Inc.  If  the  Trading  Price cannot be calculated for such security on
such  date  in  the  manner  provided above, the Trading Price shall be the fair
market  value  as  mutually  determined  by  the  Company and the holder of this
Warrant.  "Trading  Day"  shall mean any day on which the Common Stock is traded
for  any  period  on the OTCBB, or on the principal securities exchange or other
securities  market  on  which  the  Common  Stock  is  then  being  traded.

     This Warrant is subject to the following terms, provisions, and conditions:

     -MANNER OF EXERCISE; ISSUANCE OF CERTIFICATES; PAYMENT FOR SHARES.  Subject
      ----------------------------------------------------------------
to the provisions hereof, this Warrant may be exercised by the holder hereof, in
whole  or  in  part, by the surrender of this Warrant, together with a completed
exercise  agreement  in  the form attached hereto (the "Exercise Agreement"), to
the  Company  during  normal business hours on any business day at the Company's
principal executive offices (or such other office or agency of the Company as it
may  designate  by  notice  to  the  holder hereof), and upon (i) payment to the
Company  in  cash,  by certified or offi-cial bank check or by wire transfer for
the  account  of  the  Company  of  the  Exercise  Price  for the Warrant Shares
specified  in the Exercise Agreement or (ii) if the resale of the Warrant Shares
by  the  holder  is  not  then  registered pursuant to an effective registration
statement  under  the Securities Act of 1933, as amended (the "Securities Act"),
delivery to the Company of a written notice of an election to effect a "Cashless
Exercise"  (as  defined in Section 11(c) below) for the Warrant Shares specified
in  the  Exercise Agreement.  The Warrant Shares so purchased shall be deemed to
be issued to the holder hereof or such holder's designee, as the record owner of
such shares, as of the close of business on the date on which this Warrant shall
have  been  surrendered,  the  completed  Exercise  Agreement  shall  have  been
deliv-ered, and payment shall have been made for such shares as set forth above.
Certifi-cates  for  the  Warrant Shares so purchased, representing the aggregate
number  of shares specified in the Exercise Agreement, shall be delivered to the
holder  hereof  within a reasonable time, not exceeding three (3) business days,
after  this Warrant shall have been so exercised.  The certificates so delivered
shall  be  in  such  denominations  as may be requested by the holder hereof and
shall  be  registered  in the name of such holder or such other name as shall be
designated  by  such  holder.  If this Warrant shall have been exercised only in
part,  then, unless this Warrant has expired, the Company shall, at its expense,
at  the  time  of  delivery  of  such  certificates, deliver to the holder a new
Warrant  representing  the  number  of shares with respect to which this Warrant
shall not then have been exercised.  In addition to all other available remedies
at  law  or  in  equity,  if  the  Company fails to deliver certificates for the
Warrant  Shares  within three (3) business days after this Warrant is exercised,
then  the  Company  shall  pay  to  the  holder in cash or, at the option of the
holder,  in  shares of Common Stock valued at the Exercise Price, an amount (the
"Default Amount") equal to 2% of the number of Warrant Shares that the Holder is
entitled  to  multiplied by the Market Price for each day that the Company fails
to  deliver  certificates for the Warrant Shares.  For example, if the Holder is
entitled  to  100,000  Warrant  Shares  and  the Market Price is $2.00, then the
Company  shall  pay  to the Holder $4,000 for each day that the Company fails to
deliver  certificates  for the Warrant Shares.  The Default Amount shall be paid
to  the Holder by the fifth day of the month following the month in which it has
accrued.

     Notwithstanding anything in this Warrant to the contrary, in no event shall
the  holder  of  this  Warrant  be entitled to exercise a number of Warrants (or
portions thereof) in excess of the number of Warrants (or portions thereof) upon
exercise  of  which  the  sum  of  (i)  the  number  of  shares  of Common Stock
beneficially owned by the holder and its affiliates (other than shares of Common
Stock  which  may  be  deemed  beneficially  owned  through the ownership of the
unexercised  Warrants  and  the  unexercised or unconverted portion of any other
securities  of  the  Company  (including  the  Debentures  (as  defined  in  the
Securities  Purchase  Agreement))  subject  to  a  limitation  on  conversion or
exercise  analogous  to  the limitation contained herein) and (ii) the number of
shares  of  Common  Stock  issuable  upon  exercise of the Warrants (or portions
thereof) with respect to which the determination described herein is being made,
would  result  in  beneficial ownership by the holder and its affiliates of more
than  4.9%  of  the  outstanding  shares  of  Common Stock.  For purposes of the
immediately  preceding  sentence,  beneficial  ownership  shall be determined in
accordance  with  Section  13(d)  of  the  Securities  Exchange  Act of 1934, as
amended, and Regulation 13D-G thereunder, except as otherwise provided in clause
(i)  of  the  preceding  sentence.  The  holder  of  this  Warrant may waive the
limitations  set  forth  herein  by  sixty-one  (61)  days written notice to the
Company.  Notwithstanding  anything  to  the  contrary  contained  herein,  the
limitation  on  exercise  of  this  Warrant  set forth herein may not be amended
without  (i)  the  written consent of the holder hereof and the Company and (ii)
the  approval  of  a  majority  of  shareholders  of  the  Company.

     -PERIOD  OF EXERCISE.  This Warrant is exercisable at any time or from time
      -------------------
to  time  on  or  after  the  date on which this Warrant is issued and delivered
pursuant to the terms of the Securities Purchase Agreement and before 5:00 p.m.,
Los  Angeles,  California  time  on the seventh (7th) anniversary of the date of
issuance  (the  "Exercise  Period").

     -CERTAIN  AGREEMENTS  OF  THE  COMPANY.  The  Company  hereby covenants and
      -------------------------------------
agrees  as  follows:

     -Shares  to  be  Fully  Paid.  ALL  WARRANT  SHARES  WILL, UPON ISSUANCE IN
      ---------------------------
ACCORDANCE  WITH  THE  TERMS OF THIS WARRANT, BE VALIDLY ISSUED, FULLY PAID, AND
NONASSESSABLE  AND  FREE  FROM ALL TAXES, LIENS, AND CHARGES WITH RESPECT TO THE
ISSUE  THEREOF.

     -Reservation  of  Shares.  DURING THE EXERCISE PERIOD, THE COMPANY SHALL AT
      -----------------------
ALL  TIMES  HAVE  AUTHORIZED,  AND  RESERVED  FOR  THE  PURPOSE OF ISSUANCE UPON
EXERCISE  OF  THIS  WARRANT,  A  SUF-FICIENT NUMBER OF SHARES OF COMMON STOCK TO
PROVIDE  FOR  THE  EXERCISE  OF  THIS  WARRANT.

     -Listing.  THE  COMPANY SHALL PROMPTLY SECURE ANY APPLICABLE LISTING OF THE
      -------
SHARES  OF COMMON STOCK ISSUABLE UPON EXERCISE OF THE WARRANT UPON EACH NATIONAL
SECURITIES  EXCHANGE OR AUTOMATED QUOTATION SYSTEM, IF ANY, UPON WHICH SHARES OF
COMMON  STOCK  ARE  THEN  LISTED  (SUBJECT  TO  OFFICIAL NOTICE OF ISSUANCE UPON
EXERCISE  OF  THIS  WARRANT)  AND SHALL MAINTAIN, SO LONG AS ANY OTHER SHARES OF
COMMON STOCK SHALL BE SO LISTED, SUCH LISTING OF ALL SHARES OF COMMON STOCK FROM
TIME  TO  TIME ISSUABLE UPON THE EXERCISE OF THIS WARRANT; AND THE COMPANY SHALL
SO  LIST  ON EACH NATIONAL SECURITIES EXCHANGE OR AUTOMATED QUOTATION SYSTEM, AS
THE CASE MAY BE, AND SHALL MAINTAIN SUCH LISTING OF, ANY OTHER SHARES OF CAPITAL
STOCK  OF  THE COMPANY ISSUABLE UPON THE EXERCISE OF THIS WARRANT IF AND SO LONG
AS  ANY  SHARES  OF  THE  SAME CLASS SHALL BE LISTED ON SUCH NATIONAL SECURITIES
EXCHANGE  OR  AUTOMATED  QUOTATION  SYSTEM.

     -Certain  Actions  Prohibited.  THE  COMPANY  WILL NOT, BY AMENDMENT OF ITS
      ----------------------------
CHARTER  OR  THROUGH  ANY  RE-ORGANI-ZATION,  TRANSFER OF ASSETS, CONSOLIDATION,
MER-GER,  DISSOLUTION,  ISSUE  OR  SALE  OF  SECURITIES,  OR ANY OTHER VOLUNTARY
ACTION, AVOID OR SEEK TO AVOID THE OBSERVANCE OR PERFORMANCE OF ANY OF THE TERMS
TO BE OBSERVED OR PERFORMED BY IT HEREUNDER, BUT WILL AT ALL TIMES IN GOOD FAITH
ASSIST  IN  THE  CARRYING  OUT  OF ALL THE PROVISIONS OF THIS WARRANT AND IN THE
TAKING  OF  ALL SUCH ACTION AS MAY REASONABLY BE REQUESTED BY THE HOLDER OF THIS
WARRANT IN ORDER TO PROTECT THE EXERCISE PRIVILEGE OF THE HOLDER OF THIS WARRANT
AGAINST  DILU-TION OR OTHER IMPAIRMENT, CONSISTENT WITH THE TENOR AND PURPOSE OF
THIS  WARRANT.  WITHOUT  LIMITING  THE GENERAL-ITY OF THE FOREGOING, THE COMPANY
(I)  WILL  NOT  INCREASE  THE PAR VALUE OF ANY SHARES OF COMMON STOCK RECEIVABLE
UPON  THE  EXERCISE OF THIS WARRANT ABOVE THE EXERCISE PRICE THEN IN EFFECT, AND
(II) WILL TAKE ALL SUCH ACTIONS AS MAY BE NECESSARY OR APPROPRIATE IN ORDER THAT
THE COMPANY MAY VALIDLY AND LEGALLY ISSUE FULLY PAID AND NONASSESSABLE SHARES OF
COMMON  STOCK  UPON  THE  EXERCISE  OF  THIS  WARRANT.

     -Successors  and  Assigns.  THIS  WARRANT  WILL  BE BINDING UPON ANY ENTITY
      ------------------------
SUCCEEDING  TO  THE  COMPANY  BY MERGER, CONSOLIDATION, OR ACQUISITION OF ALL OR
SUB-STANTIALLY  ALL  THE  COMPANY'S  ASSETS.

     -ANTIDILUTION  PROVISIONS.  During  the Exercise Period, the Exercise Price
      ------------------------
and  the  number  of  Warrant Shares shall be subject to adjustment from time to
time  as  provided  in  this  Paragraph  4.

     In  the  event that any adjustment of the Exercise Price as required herein
results  in a fraction of a cent, such Exercise Price shall be rounded up to the
nearest  cent.

     -Adjustment  of Exercise Price and Number of Shares upon Issuance of Common
      --------------------------------------------------------------------------
Stock.  EXCEPT  AS OTHERWISE PROVIDED IN PARAGRAPHS 4(C) AND 4(E) HEREOF, IF AND
-----
WHENEVER ON OR AFTER THE DATE OF ISSUANCE OF THIS WARRANT, THE COMPANY ISSUES OR
SELLS,  OR  IN ACCORDANCE WITH PARAGRAPH 4(B) HEREOF IS DEEMED TO HAVE ISSUED OR
SOLD, ANY SHARES OF COMMON STOCK FOR NO CONSIDERATION OR FOR A CONSIDERATION PER
SHARE  (BEFORE  DEDUCTION  OF REASONABLE EXPENSES OR COMMISSIONS OR UNDERWRITING
DISCOUNTS  OR ALLOWANCES IN CONNECTION THEREWITH) LESS THAN THE MARKET PRICE (AS
HEREINAFTER  DEFINED)  ON  THE  DATE  OF  ISSUANCE (A "DILUTIVE ISSUANCE"), THEN
IMMEDIATELY  UPON THE DILUTIVE ISSUANCE, THE EXERCISE PRICE WILL BE REDUCED TO A
PRICE  DETERMINED  BY MULTIPLYING THE EXERCISE PRICE IN EFFECT IMMEDIATELY PRIOR
TO  THE DILUTIVE ISSUANCE BY A FRACTION, (I) THE NUMERATOR OF WHICH IS AN AMOUNT
EQUAL  TO  THE  SUM  OF  (X)  THE  NUMBER  OF  SHARES  OF  COMMON STOCK ACTUALLY
OUTSTANDING IMMEDIATELY PRIOR TO THE DILUTIVE ISSUANCE, PLUS (Y) THE QUOTIENT OF
THE  AGGREGATE  CONSIDERATION, CALCULATED AS SET FORTH IN PARAGRAPH 4(B) HEREOF,
RECEIVED  BY THE COMPANY UPON SUCH DILUTIVE ISSUANCE DIVIDED BY THE MARKET PRICE
IN  EFFECT  IMMEDIATELY PRIOR TO THE DILUTIVE ISSUANCE, AND (II) THE DENOMINATOR
OF  WHICH  IS  THE TOTAL NUMBER OF SHARES OF COMMON STOCK DEEMED OUTSTANDING (AS
DEFINED  BELOW)  IMMEDIATELY  AFTER  THE  DILUTIVE  ISSUANCE.

     -Effect  on  Exercise Price of Certain Events.  FOR PURPOSES OF DETERMINING
      --------------------------------------------
THE  ADJUSTED  EXERCISE PRICE UNDER PARAGRAPH 4(A) HEREOF, THE FOLLOWING WILL BE
APPLICABLE:

-Issuance  of  Rights or Options.  IF THE COMPANY IN ANY MANNER ISSUES OR GRANTS
 -------------------------------
ANY  WARRANTS,  RIGHTS  OR  OPTIONS,  WHETHER OR NOT IMMEDIATELY EXERCISABLE, TO
SUBSCRIBE  FOR  OR TO PURCHASE COMMON STOCK OR OTHER SECURITIES CONVERTIBLE INTO
OR  EXCHANGEABLE  FOR  COMMON  STOCK  ("CONVERTIBLE SECURITIES") (SUCH WARRANTS,
RIGHTS  AND  OPTIONS  TO  PURCHASE  COMMON  STOCK  OR CONVERTIBLE SECURITIES ARE
HEREINAFTER  REFERRED  TO AS "OPTIONS") AND THE PRICE PER SHARE FOR WHICH COMMON
STOCK  IS  ISSUABLE  UPON  THE  EXERCISE OF SUCH OPTIONS IS LESS THAN THE MARKET
PRICE  ON  THE DATE OF ISSUANCE OR GRANT OF SUCH OPTIONS, THEN THE MAXIMUM TOTAL
NUMBER  OF SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF ALL SUCH OPTIONS
WILL,  AS  OF THE DATE OF THE ISSUANCE OR GRANT OF SUCH OPTIONS, BE DEEMED TO BE
OUTSTANDING  AND  TO HAVE BEEN ISSUED AND SOLD BY THE COMPANY FOR SUCH PRICE PER
SHARE.  FOR  PURPOSES  OF THE PRECEDING SENTENCE, THE "PRICE PER SHARE FOR WHICH
COMMON  STOCK  IS  ISSUABLE  UPON THE EXERCISE OF SUCH OPTIONS" IS DETERMINED BY
DIVIDING  (I) THE TOTAL AMOUNT, IF ANY, RECEIVED OR RECEIVABLE BY THE COMPANY AS
CONSIDERATION FOR THE ISSUANCE OR GRANTING OF ALL SUCH OPTIONS, PLUS THE MINIMUM
AGGREGATE  AMOUNT  OF  ADDITIONAL  CONSIDERATION, IF ANY, PAYABLE TO THE COMPANY
UPON  THE  EXERCISE  OF  ALL  SUCH  OPTIONS,  PLUS,  IN  THE CASE OF CONVERTIBLE
SECURITIES  ISSUABLE  UPON  THE  EXERCISE OF SUCH OPTIONS, THE MINIMUM AGGREGATE
AMOUNT  OF  ADDITIONAL  CONSIDERATION  PAYABLE  UPON  THE CONVERSION OR EXCHANGE
THEREOF  AT  THE  TIME  SUCH  CONVERTIBLE SECURITIES FIRST BECOME CONVERTIBLE OR
EXCHANGEABLE,  BY  (II)  THE  MAXIMUM  TOTAL  NUMBER  OF  SHARES OF COMMON STOCK
ISSUABLE  UPON  THE  EXERCISE  OF  ALL SUCH OPTIONS (ASSUMING FULL CONVERSION OF
CONVERTIBLE  SECURITIES,  IF APPLICABLE).  NO FURTHER ADJUSTMENT TO THE EXERCISE
PRICE  WILL  BE  MADE  UPON  THE  ACTUAL  ISSUANCE OF SUCH COMMON STOCK UPON THE
EXERCISE  OF  SUCH  OPTIONS  OR  UPON  THE CONVERSION OR EXCHANGE OF CONVERTIBLE
SECURITIES  ISSUABLE  UPON  EXERCISE  OF  SUCH  OPTIONS.

-Issuance  of  Convertible  Securities.  IF  THE COMPANY IN ANY MANNER ISSUES OR
 -------------------------------------
SELLS  ANY CONVERTIBLE SECURITIES, WHETHER OR NOT IMMEDIATELY CONVERTIBLE (OTHER
 --
THAN WHERE THE SAME ARE ISSUABLE UPON THE EXERCISE OF OPTIONS) AND THE PRICE PER
SHARE  FOR  WHICH  COMMON  STOCK IS ISSUABLE UPON SUCH CONVERSION OR EXCHANGE IS
LESS  THAN  THE  MARKET  PRICE  ON  THE DATE OF ISSUANCE, THEN THE MAXIMUM TOTAL
NUMBER OF SHARES OF COMMON STOCK ISSUABLE UPON THE CONVERSION OR EXCHANGE OF ALL
SUCH  CONVERTIBLE  SECURITIES  WILL,  AS  OF  THE  DATE  OF THE ISSUANCE OF SUCH
CONVERTIBLE  SECURITIES, BE DEEMED TO BE OUTSTANDING AND TO HAVE BEEN ISSUED AND
SOLD BY THE COMPANY FOR SUCH PRICE PER SHARE.  FOR THE PURPOSES OF THE PRECEDING
SENTENCE,  THE  "PRICE  PER  SHARE  FOR WHICH COMMON STOCK IS ISSUABLE UPON SUCH
CONVERSION  OR EXCHANGE" IS DETERMINED BY DIVIDING (I) THE TOTAL AMOUNT, IF ANY,
RECEIVED  OR RECEIVABLE BY THE COMPANY AS CONSIDERATION FOR THE ISSUANCE OR SALE
OF  ALL  SUCH  CONVERTIBLE  SECURITIES,  PLUS  THE  MINIMUM  AGGREGATE AMOUNT OF
ADDITIONAL  CONSIDERATION, IF ANY, PAYABLE TO THE COMPANY UPON THE CONVERSION OR
EXCHANGE  THEREOF  AT  THE  TIME  SUCH  CONVERTIBLE  SECURITIES  FIRST  BECOME
CONVERTIBLE  OR  EXCHANGEABLE,  BY  (II)  THE  MAXIMUM TOTAL NUMBER OF SHARES OF
COMMON  STOCK  ISSUABLE  UPON THE CONVERSION OR EXCHANGE OF ALL SUCH CONVERTIBLE
SECURITIES.  NO  FURTHER  ADJUSTMENT TO THE EXERCISE PRICE WILL BE MADE UPON THE
ACTUAL  ISSUANCE  OF  SUCH  COMMON  STOCK  UPON  CONVERSION  OR EXCHANGE OF SUCH
CONVERTIBLE  SECURITIES.

-Change in Option Price or Conversion Rate.  IF THERE IS A CHANGE AT ANY TIME IN
 -----------------------------------------
(I)  THE  AMOUNT  OF  ADDITIONAL  CONSIDERATION  PAYABLE TO THE COMPANY UPON THE
EXERCISE  OF  ANY  OPTIONS; (II) THE AMOUNT OF ADDITIONAL CONSIDERATION, IF ANY,
PAYABLE  TO  THE  COMPANY  UPON  THE  CONVERSION  OR EXCHANGE OF ANY CONVERTIBLE
SECURITIES;  OR  (III)  THE  RATE  AT  WHICH  ANY  CONVERTIBLE  SECURITIES  ARE
CONVERTIBLE INTO OR EXCHANGEABLE FOR COMMON STOCK (OTHER THAN UNDER OR BY REASON
OF  PROVISIONS  DESIGNED  TO  PROTECT  AGAINST  DILUTION), THE EXERCISE PRICE IN
EFFECT AT THE TIME OF SUCH CHANGE WILL BE READJUSTED TO THE EXERCISE PRICE WHICH
WOULD  HAVE  BEEN  IN  EFFECT  AT  SUCH  TIME  HAD  SUCH  OPTIONS OR CONVERTIBLE
SECURITIES  STILL OUTSTANDING PROVIDED FOR SUCH CHANGED ADDITIONAL CONSIDERATION
OR  CHANGED  CONVERSION RATE, AS THE CASE MAY BE, AT THE TIME INITIALLY GRANTED,
ISSUED  OR  SOLD.

-Treatment  of  Expired  Options and Unexercised Convertible Securities.  IF, IN
 ----------------------------------------------------------------------
ANY  CASE,  THE TOTAL NUMBER OF SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF
 -
ANY  OPTION OR UPON CONVERSION OR EXCHANGE OF ANY CONVERTIBLE SECURITIES IS NOT,
IN FACT, ISSUED AND THE RIGHTS TO EXERCISE SUCH OPTION OR TO CONVERT OR EXCHANGE
SUCH CONVERTIBLE SECURITIES SHALL HAVE EXPIRED OR TERMINATED, THE EXERCISE PRICE
THEN IN EFFECT WILL BE READJUSTED TO THE EXERCISE PRICE WHICH WOULD HAVE BEEN IN
EFFECT  AT  THE  TIME  OF  SUCH  EXPIRATION  OR  TERMINATION  HAD SUCH OPTION OR
CONVERTIBLE  SECURITIES,  TO  THE  EXTENT  OUTSTANDING IMMEDIATELY PRIOR TO SUCH
EXPIRATION  OR TERMINATION (OTHER THAN IN RESPECT OF THE ACTUAL NUMBER OF SHARES
OF  COMMON STOCK ISSUED UPON EXERCISE OR CONVERSION THEREOF), NEVER BEEN ISSUED.

-Calculation  of  Consideration  Received.  IF  ANY  COMMON  STOCK,  OPTIONS  OR
 ----------------------------------------
CONVERTIBLE  SECURITIES  ARE ISSUED, GRANTED OR SOLD FOR CASH, THE CONSIDERATION
 ------
RECEIVED  THEREFOR  FOR  PURPOSES OF THIS WARRANT WILL BE THE AMOUNT RECEIVED BY
THE  COMPANY  THEREFOR, BEFORE DEDUCTION OF REASONABLE COMMISSIONS, UNDERWRITING
DISCOUNTS  OR  ALLOWANCES  OR  OTHER REASONABLE EXPENSES PAID OR INCURRED BY THE
COMPANY  IN  CONNECTION  WITH  SUCH ISSUANCE, GRANT OR SALE.  IN CASE ANY COMMON
STOCK,  OPTIONS OR CONVERTIBLE SECURITIES ARE ISSUED OR SOLD FOR A CONSIDERATION
PART  OR  ALL OF WHICH SHALL BE OTHER THAN CASH, THE AMOUNT OF THE CONSIDERATION
OTHER  THAN  CASH  RECEIVED  BY  THE  COMPANY  WILL  BE  THE  FAIR VALUE OF SUCH
CONSIDERATION,  EXCEPT WHERE SUCH CONSIDERATION CONSISTS OF SECURITIES, IN WHICH
CASE  THE  AMOUNT  OF  CONSIDERATION  RECEIVED BY THE COMPANY WILL BE THE MARKET
PRICE  THEREOF  AS OF THE DATE OF RECEIPT.  IN CASE ANY COMMON STOCK, OPTIONS OR
CONVERTIBLE  SECURITIES ARE ISSUED IN CONNECTION WITH ANY ACQUISITION, MERGER OR
CONSOLIDATION  IN  WHICH THE COMPANY IS THE SURVIVING CORPORATION, THE AMOUNT OF
CONSIDERATION  THEREFOR  WILL  BE DEEMED TO BE THE FAIR VALUE OF SUCH PORTION OF
THE  NET ASSETS AND BUSINESS OF THE NON-SURVIVING CORPORATION AS IS ATTRIBUTABLE
TO  SUCH  COMMON  STOCK,  OPTIONS OR CONVERTIBLE SECURITIES, AS THE CASE MAY BE.
THE  FAIR  VALUE  OF  ANY  CONSIDERATION  OTHER  THAN CASH OR SECURITIES WILL BE
DETERMINED  IN  GOOD  FAITH  BY  THE  BOARD  OF  DIRECTORS  OF  THE  COMPANY.

-Exceptions  to  Adjustment  of  Exercise  Price.  NO ADJUSTMENT TO THE EXERCISE
 -----------------------------------------------
PRICE WILL BE MADE (I) UPON THE EXERCISE OF ANY WARRANTS, OPTIONS OR CONVERTIBLE
 ---
SECURITIES  GRANTED,  ISSUED  AND  OUTSTANDING  ON  THE DATE OF ISSUANCE OF THIS
WARRANT;  (II)  UPON  THE  GRANT  OR  EXERCISE OF ANY STOCK OR OPTIONS WHICH MAY
HEREAFTER  BE GRANTED OR EXERCISED UNDER ANY EMPLOYEE BENEFIT PLAN, STOCK OPTION
PLAN  OR  RESTRICTED STOCK PLAN OF THE COMPANY NOW EXISTING OR TO BE IMPLEMENTED
IN THE FUTURE, SO LONG AS THE ISSUANCE OF SUCH STOCK OR OPTIONS IS APPROVED BY A
MAJORITY  OF THE INDEPENDENT MEMBERS OF THE BOARD OF DIRECTORS OF THE COMPANY OR
A  MAJORITY  OF  THE MEMBERS OF A COMMITTEE OF INDEPENDENT DIRECTORS ESTABLISHED
FOR  SUCH  PURPOSE;  OR  (III)  UPON  THE  EXERCISE  OF  THE  WARRANTS.

     -Subdivision  or  Combination  of Common Stock.  IF THE COMPANY AT ANY TIME
      ---------------------------------------------
SUBDIVIDES  (BY  ANY  STOCK  SPLIT,  STOCK  DIVIDEND,  RECAPITALIZATION,
REORGANIZATION,  RECLASSIFICATION  OR  OTHERWISE)  THE  SHARES  OF  COMMON STOCK
ACQUIRABLE  HEREUNDER  INTO  A GREATER NUMBER OF SHARES, THEN, AFTER THE DATE OF
RECORD  FOR EFFECTING SUCH SUBDIVISION, THE EXERCISE PRICE IN EFFECT IMMEDIATELY
PRIOR  TO  SUCH  SUBDIVISION WILL BE PROPORTIONATELY REDUCED.  IF THE COMPANY AT
ANY  TIME  COMBINES  (BY  REVERSE STOCK SPLIT, RECAPITALIZATION, REORGANIZATION,
RECLASSIFICATION  OR  OTHERWISE) THE SHARES OF COMMON STOCK ACQUIRABLE HEREUNDER
INTO  A  SMALLER  NUMBER OF SHARES, THEN, AFTER THE DATE OF RECORD FOR EFFECTING
SUCH  COMBINATION,  THE  EXERCISE  PRICE  IN  EFFECT  IMMEDIATELY  PRIOR TO SUCH
COMBINATION  WILL  BE  PROPORTIONATELY  INCREASED.

     -Adjustment  in  Number  of  Shares.  UPON  EACH ADJUSTMENT OF THE EXERCISE
      ----------------------------------
PRICE  PURSUANT  TO  THE PROVISIONS OF THIS PARAGRAPH 4, THE NUMBER OF SHARES OF
COMMON  STOCK  ISSUABLE  UPON  EXERCISE  OF  THIS  WARRANT  SHALL BE ADJUSTED BY
MULTIPLYING  A NUMBER EQUAL TO THE EXERCISE PRICE IN EFFECT IMMEDIATELY PRIOR TO
SUCH  ADJUSTMENT  BY THE NUMBER OF SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE
OF THIS WARRANT IMMEDIATELY PRIOR TO SUCH ADJUSTMENT AND DIVIDING THE PRODUCT SO
OBTAINED  BY  THE  ADJUSTED  EXERCISE  PRICE.

     -Consolidation,  Merger  or  Sale.  IN  CASE  OF  ANY  CONSOLIDATION OF THE
      --------------------------------
COMPANY WITH, OR MERGER OF THE COMPANY INTO ANY OTHER CORPORATION, OR IN CASE OF
ANY  SALE OR CONVEYANCE OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF THE COMPANY
OTHER  THAN  IN  CONNECTION  WITH A PLAN OF COMPLETE LIQUIDATION OF THE COMPANY,
THEN  AS  A  CONDITION  OF  SUCH  CONSOLIDATION,  MERGER  OR SALE OR CONVEYANCE,
ADEQUATE PROVISION WILL BE MADE WHEREBY THE HOLDER OF THIS WARRANT WILL HAVE THE
RIGHT TO ACQUIRE AND RECEIVE UPON EXERCISE OF THIS WARRANT IN LIEU OF THE SHARES
OF  COMMON  STOCK  IMMEDIATELY  THERETOFORE ACQUIRABLE UPON THE EXERCISE OF THIS
WARRANT,  SUCH SHARES OF STOCK, SECURITIES OR ASSETS AS MAY BE ISSUED OR PAYABLE
WITH  RESPECT  TO  OR  IN  EXCHANGE  FOR  THE  NUMBER  OF SHARES OF COMMON STOCK
IMMEDIATELY  THERETOFORE ACQUIRABLE AND RECEIVABLE UPON EXERCISE OF THIS WARRANT
HAD  SUCH  CONSOLIDATION,  MERGER OR SALE OR CONVEYANCE NOT TAKEN PLACE.  IN ANY
SUCH  CASE,  THE  COMPANY  WILL  MAKE  APPROPRIATE  PROVISION TO INSURE THAT THE
PROVISIONS OF THIS PARAGRAPH 4 HEREOF WILL THEREAFTER BE APPLICABLE AS NEARLY AS
MAY  BE  IN RELATION TO ANY SHARES OF STOCK OR SECURITIES THEREAFTER DELIVERABLE
UPON  THE  EXERCISE  OF  THIS  WARRANT.  THE  COMPANY  WILL  NOT  EFFECT  ANY
CONSOLIDATION,  MERGER  OR  SALE  OR CONVEYANCE UNLESS PRIOR TO THE CONSUMMATION
THEREOF,  THE  SUCCESSOR  CORPORATION  (IF  OTHER  THAN  THE COMPANY) ASSUMES BY
WRITTEN INSTRUMENT THE OBLIGATIONS UNDER THIS PARAGRAPH 4 AND THE OBLIGATIONS TO
DELIVER TO THE HOLDER OF THIS WARRANT SUCH SHARES OF STOCK, SECURITIES OR ASSETS
AS,  IN  ACCORDANCE WITH THE FOREGOING PROVISIONS, THE HOLDER MAY BE ENTITLED TO
ACQUIRE.

     -Distribution  of  Assets.  IN  CASE  THE COMPANY SHALL DECLARE OR MAKE ANY
      ------------------------
DISTRIBUTION  OF  ITS  ASSETS  (INCLUDING  CASH) TO HOLDERS OF COMMON STOCK AS A
PARTIAL  LIQUIDATING  DIVIDEND,  BY WAY OF RETURN OF CAPITAL OR OTHERWISE, THEN,
AFTER  THE  DATE  OF  RECORD  FOR  DETERMINING  STOCKHOLDERS  ENTITLED  TO  SUCH
DISTRIBUTION,  BUT PRIOR TO THE DATE OF DISTRIBUTION, THE HOLDER OF THIS WARRANT
SHALL  BE  ENTITLED UPON EXERCISE OF THIS WARRANT FOR THE PURCHASE OF ANY OR ALL
OF  THE  SHARES  OF  COMMON  STOCK SUBJECT HERETO, TO RECEIVE THE AMOUNT OF SUCH
ASSETS  WHICH  WOULD  HAVE  BEEN  PAYABLE TO THE HOLDER HAD SUCH HOLDER BEEN THE
HOLDER  OF  SUCH SHARES OF COMMON STOCK ON THE RECORD DATE FOR THE DETERMINATION
OF  STOCKHOLDERS  ENTITLED  TO  SUCH  DISTRIBUTION.

     -Notice of Adjustment.  UPON THE OCCURRENCE OF ANY EVENT WHICH REQUIRES ANY
      --------------------
ADJUSTMENT OF THE EXERCISE PRICE, THEN, AND IN EACH SUCH CASE, THE COMPANY SHALL
GIVE  NOTICE THEREOF TO THE HOLDER OF THIS WARRANT, WHICH NOTICE SHALL STATE THE
EXERCISE  PRICE  RESULTING  FROM SUCH ADJUSTMENT AND THE INCREASE OR DECREASE IN
THE  NUMBER  OF  WARRANT SHARES PURCHASABLE AT SUCH PRICE UPON EXERCISE, SETTING
FORTH  IN  REASONABLE  DETAIL THE METHOD OF CALCULATION AND THE FACTS UPON WHICH
SUCH  CALCULATION  IS  BASED.  SUCH  CALCULATION SHALL BE CERTIFIED BY THE CHIEF
FINANCIAL  OFFICER  OF  THE  COMPANY.

     -Minimum Adjustment of Exercise Price.  NO ADJUSTMENT OF THE EXERCISE PRICE
      ------------------------------------
SHALL  BE  MADE  IN AN AMOUNT OF LESS THAN 1% OF THE EXERCISE PRICE IN EFFECT AT
THE  TIME  SUCH ADJUSTMENT IS OTHERWISE REQUIRED TO BE MADE, 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  NOT  LESS  THAN 1% OF SUCH EXERCISE PRICE.

     -No  Fractional  Shares.  NO  FRACTIONAL  SHARES  OF COMMON STOCK ARE TO BE
      ----------------------
ISSUED  UPON  THE  EXERCISE  OF  THIS  WARRANT, BUT THE COMPANY SHALL PAY A CASH
ADJUSTMENT  IN RESPECT OF ANY FRACTIONAL SHARE WHICH WOULD OTHERWISE BE ISSUABLE
IN AN AMOUNT EQUAL TO THE SAME FRACTION OF THE MARKET PRICE OF A SHARE OF COMMON
STOCK  ON  THE  DATE  OF  SUCH  EXERCISE.

     -Other  Notices.  IN  CASE  AT  ANY  TIME:
      --------------

THE  COMPANY  SHALL DECLARE ANY DIVIDEND UPON THE COMMON STOCK PAYABLE IN SHARES
OF  STOCK  OF  ANY  CLASS OR MAKE ANY OTHER DISTRIBUTION (INCLUDING DIVIDENDS OR
DISTRIBUTIONS  PAYABLE  IN  CASH OUT OF RETAINED EARNINGS) TO THE HOLDERS OF THE
COMMON  STOCK;

THE  COMPANY  SHALL OFFER FOR SUBSCRIPTION PRO RATA TO THE HOLDERS OF THE COMMON
STOCK  ANY  ADDITIONAL  SHARES  OF  STOCK  OF  ANY  CLASS  OR  OTHER  RIGHTS;

THERE  SHALL  BE ANY CAPITAL REORGANIZA-TION OF THE COMPANY, OR RECLASSIFICATION
OF  THE COMMON STOCK, OR CONSOLIDATION OR MERGER OF THE COMPANY WITH OR INTO, OR
SALE  OF ALL OR SUBSTAN-TIALLY ALL ITS ASSETS TO, ANOTHER CORPORATION OR ENTITY;
OR

THERE  SHALL  BE A VOLUNTARY OR INVOLUN-TARY DISSOLUTION, LIQUIDATION OR WINDING
UP  OF  THE  COMPANY;

then,  in  each  such case, the Company shall give to the holder of this Warrant
(a) notice of the date on which the books of the Company shall close or a record
shall  be  taken for determining the holders of Common Stock entitled to receive
any  such divi-dend, distribution, or subscription rights or for determining the
holders  of Common Stock entitled to vote in respect of any such reorganization,
reclassification,  consolidation,  merger,  sale,  dissolution,  liquidation  or
winding-up  and  (b)  in  the case of any such reorganization, reclassification,
consolidation,  merger,  sale, dissolution, liquidation or winding-up, notice of
the  date  (or,  if  not  then  known, a reasonable approximation thereof by the
Company)  when  the  same  shall take place.  Such notice shall also specify the
date  on  which  the  holders  of Common Stock shall be entitled to receive such
dividend, distribution, or subscription rights or to exchange their Common Stock
for  stock or other securities or property deliverable upon such reorganization,
re-classification,  consolidation,  merger,  sale, dissolution, liqui-dation, or
winding-up,  as  the  case  may be.  Such notice shall be given at least 30 days
prior  to the record date or the date on which the Company's books are closed in
respect  thereto.  Failure  to  give any such notice or any defect therein shall
not  affect  the  validity  of the proceedings referred to in clauses (i), (ii),
(iii)  and  (iv)  above.

     -Certain  Events.  IF  ANY  EVENT  OCCURS  OF  THE TYPE CONTEMPLATED BY THE
      ---------------
ADJUSTMENT PROVISIONS OF THIS PARAGRAPH 4 BUT NOT EXPRESSLY PROVIDED FOR BY SUCH
PROVISIONS,  THE COMPANY WILL GIVE NOTICE OF SUCH EVENT AS PROVIDED IN PARAGRAPH
4(G)  HEREOF,  AND  THE  COMPANY'S  BOARD  OF DIRECTORS WILL MAKE AN APPROPRIATE
ADJUSTMENT  IN  THE  EXERCISE  PRICE  AND  THE  NUMBER OF SHARES OF COMMON STOCK
ACQUIRABLE  UPON EXERCISE OF THIS WARRANT SO THAT THE RIGHTS OF THE HOLDER SHALL
BE  NEITHER  ENHANCED  NOR  DIMINISHED  BY  SUCH  EVENT.

     -Certain  Definitions.
      --------------------

"Common  Stock  Deemed  Outstanding"  SHALL  MEAN THE NUMBER OF SHARES OF COMMON
 ----------------------------------
STOCK  ACTUALLY  OUTSTANDING  (NOT  INCLUDING SHARES OF COMMON STOCK HELD IN THE
 ---
TREASURY  OF  THE  COMPANY),  PLUS (X) PURSUANT TO PARAGRAPH 4(B)(I) HEREOF, THE
 --
MAXIMUM  TOTAL  NUMBER  OF  SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF
 --
OPTIONS,  AS  OF THE DATE OF SUCH ISSUANCE OR GRANT OF SUCH OPTIONS, IF ANY, AND
 --
(Y) PURSUANT TO PARAGRAPH 4(B)(II) HEREOF, THE MAXIMUM TOTAL NUMBER OF SHARES OF
COMMON  STOCK ISSUABLE UPON CONVERSION OR EXCHANGE OF CONVERTIBLE SECURITIES, AS
OF  THE  DATE  OF  ISSUANCE  OF  SUCH  CONVERTIBLE  SECURITIES,  IF  ANY.

"Market  Price," AS OF ANY DATE, (I) MEANS THE AVERAGE OF THE LAST REPORTED SALE
 -------------
PRICES  FOR  THE  SHARES  OF COMMON STOCK ON THE OVER-THE-COUNTER BULLETIN BOARD
(THE  "OTC BB") FOR THE FIVE (5) TRADING DAYS IMMEDIATELY PRECEDING SUCH DATE AS
REPORTED BY BLOOMBERG, OR (II) IF THE OTC BB IS NOT THE PRINCIPAL TRADING MARKET
FOR  THE SHARES OF COMMON STOCK, THE AVERAGE OF THE LAST REPORTED SALE PRICES ON
THE  PRINCIPAL  TRADING  MARKET  FOR  THE COMMON STOCK DURING THE SAME PERIOD AS
REPORTED  BY BLOOMBERG, OR (III) IF MARKET VALUE CANNOT BE CALCULATED AS OF SUCH
DATE  ON  ANY  OF THE FOREGOING BASES, THE MARKET PRICE SHALL BE THE FAIR MARKET
VALUE  AS  REASONABLY  DETERMINED IN GOOD FAITH BY (A) THE BOARD OF DIRECTORS OF
THE  COMPANY  OR,  AT THE OPTION OF A MAJORITY-IN-INTEREST OF THE HOLDERS OF THE
OUTSTANDING  WARRANTS  BY  (B)  AN  INDEPENDENT  INVESTMENT  BANK  OF NATIONALLY
RECOGNIZED  STANDING  IN  THE VALUATION OF BUSINESSES SIMILAR TO THE BUSINESS OF
THE  CORPORATION. THE MANNER OF DETERMINING THE MARKET PRICE OF THE COMMON STOCK
SET  FORTH  IN  THE  FOREGOING  DEFINITION SHALL APPLY WITH RESPECT TO ANY OTHER
SECURITY  IN  RESPECT  OF  WHICH A DETERMINATION AS TO MARKET VALUE MUST BE MADE
HEREUNDER.

"Common Stock," FOR PURPOSES OF THIS PARAGRAPH 4, INCLUDES THE COMMON STOCK, PAR
 ------------
VALUE  $0.01  PER SHARE, AND ANY ADDITIONAL CLASS OF STOCK OF THE COMPANY HAVING
NO PREFERENCE AS TO DIVIDENDS OR DISTRIBUTIONS ON LIQUIDATION, PROVIDED THAT THE
SHARES  PURCHASABLE PURSUANT TO THIS WARRANT SHALL INCLUDE ONLY SHARES OF COMMON
STOCK,  PAR  VALUE  $0.01  PER  SHARE,  IN  RESPECT  OF  WHICH  THIS  WARRANT IS
EXERCISABLE,  OR  SHARES  RESULTING  FROM ANY SUBDIVISION OR COMBINATION OF SUCH
COMMON  STOCK,  OR  IN  THE  CASE  OF  ANY  REORGANIZATION,  RECLASSIFICATION,
CONSOLIDATION,  MERGER,  OR  SALE OF THE CHARACTER REFERRED TO IN PARAGRAPH 4(E)
HEREOF,  THE  STOCK  OR  OTHER  SECURITIES  OR  PROPERTY  PROVIDED  FOR  IN SUCH
PARAGRAPH.

     -ISSUE  TAX.  The  issuance  of  certificates  for  Warrant Shares upon the
      ----------
exercise  of  this  Warrant  shall  be made without charge to the holder of this
Warrant  or  such shares for any issuance tax or other costs in respect thereof,
provided  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  the  holder  of  this  Warrant.

     -NO RIGHTS OR LIABILITIES AS A SHAREHOLDER.  This Warrant shall not entitle
      -----------------------------------------
the  holder  hereof to any voting rights or other rights as a shareholder of the
Company.  No  provision of this Warrant, in the absence of affirmative action by
the  holder hereof to purchase Warrant Shares, 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 creditors of the
Company.

     -TRANSFER,  EXCHANGE,  AND  REPLACEMENT  OF  WARRANT.
      ---------------------------------------------------

     -Restriction  on  Transfer.  THIS  WARRANT  AND  THE  RIGHTS GRANTED TO THE
      -------------------------
HOLDER  HEREOF  ARE  TRANSFERABLE,  IN  WHOLE OR IN PART, UPON SURRENDER OF THIS
WARRANT,  TOGETHER  WITH  A  PROPERLY  EXECUTED  ASSIGNMENT IN THE FORM ATTACHED
HERETO,  AT  THE  OFFICE  OR AGENCY OF THE COMPANY REFERRED TO IN PARAGRAPH 7(E)
BELOW,  PRO-VIDED,  HOWEVER, THAT ANY TRANSFER OR ASSIGNMENT SHALL BE SUBJECT TO
THE  CONDITIONS  SET  FORTH  IN  PARAGRAPH  7(F)  HEREOF  AND  TO THE APPLICABLE
PROVISIONS  OF  THE  SECURITIES  PURCHASE  AGREEMENT.  UNTIL DUE PRESENTMENT FOR
REGISTRATION  OF TRANSFER ON THE BOOKS OF THE COMPANY, THE COMPANY MAY TREAT THE
REGISTERED  HOLDER  HEREOF  AS THE OWNER AND HOLDER HEREOF FOR ALL PURPOSES, AND
THE  COMPANY  SHALL  NOT  BE  AFFECTED  BY  ANY  NOTICE  TO  THE  CON-TRARY.
NOTWITHSTANDING  ANYTHING  TO  THE  CONTRARY  CONTAINED HEREIN, THE REGISTRATION
RIGHTS  DESCRIBED  IN  PARAGRAPH  8  ARE  ASSIGNABLE ONLY IN ACCORDANCE WITH THE
PROVISIONS  OF  THAT  CERTAIN REGISTRATION RIGHTS AGREEMENT, DATED AS OF JANUARY
__,  2002,  BY  AND  AMONG  THE  COMPANY  AND THE OTHER SIGNATORIES THERETO (THE
"REGISTRATION  RIGHTS  AGREEMENT").

     -Warrant  Exchangeable  for  Different  Denomina-tions.  THIS  WARRANT  IS
      -----------------------------------------------------
EXCHANGE-ABLE,  UPON  THE SURRENDER HEREOF BY THE HOLDER HEREOF AT THE OFFICE OR
AGENCY  OF  THE COMPANY REFERRED TO IN PARAGRAPH 7(E) BELOW, FOR NEW WARRANTS OF
LIKE  TENOR  REPRESENTING  IN  THE AGGREGATE THE RIGHT TO PURCHASE THE NUMBER OF
SHARES  OF  COMMON  STOCK  WHICH  MAY  BE  PURCHASED HEREUNDER, EACH OF SUCH NEW
WARRANTS  TO  REPRESENT  THE RIGHT TO PURCHASE SUCH NUMBER OF SHARES AS SHALL BE
DESIGNATED  BY  THE  HOLDER  HEREOF  AT  THE  TIME  OF  SUCH  SURRENDER.

     -Replacement of Warrant.  UPON RECEIPT OF EVI-DENCE 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 DESTRUC-TION, UPON DELIVERY OF AN
INDEMNITY  AGREEMENT REASON-ABLY SATISFACTORY IN FORM AND AMOUNT TO THE COMPANY,
OR,  IN THE CASE OF ANY SUCH MUTILATION, UPON SURRENDER AND CANCELLATION OF THIS
WARRANT, THE COMPANY, AT ITS EXPENSE, WILL EXECUTE AND DELIVER, IN LIEU THEREOF,
A  NEW  WARRANT  OF  LIKE  TENOR.

     -Cancellation;  Payment of Expenses.  UPON THE SURRENDER OF THIS WARRANT IN
      ----------------------------------
CONNECTION  WITH  ANY  TRANS-FER,  EXCHANGE,  OR REPLACEMENT AS PROVIDED IN THIS
PARAGRAPH  7,  THIS  WARRANT  SHALL  BE  PROMPTLY  CANCELED BY THE COMPANY.  THE
COMPANY SHALL PAY ALL TAXES (OTHER THAN SECURITIES TRANSFER TAXES) AND ALL OTHER
EXPENSES  (OTHER  THAN  LEGAL  EXPENSES,  IF  ANY,  INCURRED  BY  THE  HOLDER OR
TRANSFEREES)  AND CHARGES PAYABLE IN CONNECTION WITH THE PREPARATION, EXECUTION,
AND  DELIVERY  OF  WARRANTS  PURSUANT  TO  THIS  PARAGRAPH  7.

     -Register.  THE  COMPANY SHALL MAINTAIN, AT ITS PRINCIPAL EXECUTIVE OFFICES
      --------
(OR  SUCH OTHER OFFICE OR AGENCY OF THE COMPANY AS IT MAY DESIGNATE BY NOTICE TO
THE  HOLDER  HEREOF),  A  REGISTER  FOR THIS WARRANT, IN WHICH THE COMPANY SHALL
RECORD  THE  NAME  AND ADDRESS OF THE PERSON IN WHOSE NAME THIS WARRANT HAS BEEN
ISSUED,  AS WELL AS THE NAME AND ADDRESS OF EACH TRANSFEREE AND EACH PRIOR OWNER
OF  THIS  WARRANT.

     -Exercise  or  Transfer  Without  Registration.  IF,  AT  THE  TIME  OF THE
      ---------------------------------------------
SURRENDER OF THIS WARRANT IN CONNECTION WITH ANY EXERCISE, TRANSFER, OR EXCHANGE
      -
OF  THIS  WARRANT,  THIS  WARRANT  (OR, IN THE CASE OF ANY EXERCISE, THE WARRANT
SHARES  ISSUABLE HEREUNDER), SHALL NOT BE REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT") AND UNDER APPLICABLE STATE SECURITIES OR
BLUE  SKY  LAWS,  THE  COMPANY  MAY  REQUIRE,  AS  A  CONDITION OF ALLOWING SUCH
EXERCISE,  TRANSFER,  OR  EXCHANGE,  (I)  THAT  THE HOLDER OR TRANSFEREE OF THIS
WARRANT,  AS  THE  CASE  MAY  BE,  FURNISH  TO  THE COMPANY A WRITTEN OPINION OF
COUNSEL,  WHICH OPINION AND COUNSEL ARE ACCEPTABLE TO THE COMPANY, TO THE EFFECT
THAT SUCH EXERCISE, TRANSFER, OR EXCHANGE MAY BE MADE WITHOUT REGISTRATION UNDER
SAID  ACT  AND UNDER APPLICABLE STATE SECURITIES OR BLUE SKY LAWS, (II) THAT THE
HOLDER  OR TRANSFEREE EXECUTE AND DELIVER TO THE COMPANY AN INVESTMENT LETTER IN
FORM AND SUBSTANCE ACCEPTABLE TO THE COMPANY AND (III) THAT THE TRANSFEREE BE AN
"ACCREDITED INVESTOR" AS DEFINED IN RULE 501(A) PROMULGATED UNDER THE SECURITIES
ACT; PROVIDED THAT NO SUCH OPINION, LETTER OR STATUS AS AN "ACCREDITED INVESTOR"
SHALL  BE  REQUIRED IN CONNECTION WITH A TRANSFER PURSUANT TO RULE 144 UNDER THE
SECURITIES  ACT.  THE  FIRST  HOLDER  OF THIS WARRANT, BY TAKING AND HOLDING THE
SAME,  REPRESENTS  TO THE COMPANY THAT SUCH HOLDER IS ACQUIRING THIS WARRANT FOR
INVESTMENT  AND  NOT  WITH  A  VIEW  TO  THE  DISTRIBUTION  THEREOF.

     -REGISTRATION  RIGHTS.  The  initial  holder  of  this Warrant (and certain
      --------------------
assignees  thereof)  is  entitled  to the benefit of such registration rights in
respect  of the Warrant Shares as are set forth in Section 2 of the Registration
Rights  Agreement.

     -NOTICES.  All  notices,  requests,  and  other com-munications required or
      -------
permitted to be given or delivered hereunder to the holder of this Warrant shall
be  in writing, and shall be personally delivered, or shall be sent by certified
or  registered mail or by recognized overnight mail courier, postage prepaid and
addressed,  to  such holder at the address shown for such holder on the books of
the  Company,  or  at  such  other  address  as shall have been furnished to the
Company  by  notice  from  such  holder.  All  notices,  requests,  and  other
communications  required  or permitted to be given or delivered hereunder to the
Company  shall  be  in writing, and shall be per-sonal-ly delivered, or shall be
sent  by  certified  or registered mail or by recognized overnight mail courier,
postage  prepaid  and  addressed,  to  the  office of the Company at 13765 Alton
Parkway,  Suite  F, Irvine, California 92618, Attention: Chief Executive Officer
and  President,  or  at  such  other address as shall have been furnished to the
holder of this Warrant by notice from the Company.  Any such notice, request, or
other  communication  may  be  sent  by  facsimile,  but  shall  in such case be
subsequently confirmed by a writing personally delivered or sent by certified or
registered  mail or by recognized overnight mail courier as provided above.  All
notices,  requests,  and other communications shall be deemed to have been given
either  at  the  time  of the receipt thereof by the person entitled to re-ceive
such  notice at the address of such person for purposes of this Paragraph 9, or,
if  mailed  by  registered or certified mail or with a recognized overnight mail
courier  upon  deposit with the United States Post Office or such overnight mail
courier,  if  postage  is  prepaid and the mailing is properly addressed, as the
case  may  be.

     -GOVERNING  LAW.  THIS WARRANT SHALL BE ENFORCED, GOVERNED BY AND CONSTRUED
      --------------
IN  ACCORDANCE  WITH  THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS
MADE  AND  TO  BE  PERFORMED  ENTIRELY  WITH  SUCH  STATE, WITHOUT REGARD TO THE
PRINCIPLES  OF  CONFLICT  OF  LAWS.  THE  PARTIES  HERETO  HEREBY  SUBMIT TO THE
EXCLUSIVE  JURISDICTION OF THE UNITED STATES FEDERAL COURTS LOCATED IN NEW YORK,
NEW  YORK WITH RESPECT TO ANY DISPUTE ARISING UNDER THIS WARRANT, THE AGREEMENTS
ENTERED  INTO  IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR
THEREBY.  BOTH PARTIES IRREVOCABLY WAIVE THE DEFENSE OF AN INCONVENIENT FORUM TO
THE  MAINTENANCE  OF  SUCH  SUIT OR PROCEEDING.  BOTH PARTIES FURTHER AGREE THAT
SERVICE  OF  PROCESS  UPON A PARTY MAILED BY FIRST CLASS MAIL SHALL BE DEEMED IN
EVERY  RESPECT  EFFECTIVE  SERVICE OF PROCESS UPON THE PARTY IN ANY SUCH SUIT OR
PROCEEDING.  NOTHING  HEREIN  SHALL AFFECT EITHER PARTY'S RIGHT TO SERVE PROCESS
IN  ANY  OTHER  MANNER  PERMITTED  BY  LAW.  BOTH  PARTIES  AGREE  THAT  A FINAL
NON-APPEALABLE  JUDGMENT  IN ANY SUCH SUIT OR PROCEEDING SHALL BE CONCLUSIVE AND
MAY  BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON SUCH JUDGMENT OR IN ANY OTHER
LAWFUL  MANNER.  THE  PARTY  WHICH DOES NOT PREVAIL IN ANY DISPUTE ARISING UNDER
THIS  WARRANT  SHALL  BE  RESPONSIBLE  FOR  ALL  FEES  AND  EXPENSES,  INCLUDING
ATTORNEYS'  FEES,  INCURRED  BY  THE  PREVAILING  PARTY  IN CONNECTION WITH SUCH
DISPUTE.

     -MISCELLANEOUS.
      -------------

     -Amendments.  THIS  WARRANT AND ANY PROVISION HEREOF MAY ONLY BE AMENDED BY
      ----------
AN  INSTRUMENT  IN  WRITING  SIGNED  BY  THE  COMPANY  AND  THE  HOLDER  HEREOF.

     -Descriptive  Headings.  THE DESCRIPTIVE HEADINGS OF THE SEVERAL PARAGRAPHS
      ---------------------
OF  THIS  WARRANT  ARE  IN-SERTED  FOR PURPOSES OF REFERENCE ONLY, AND SHALL NOT
AFFECT  THE  MEANING  OR  CONSTRUCTION  OF  ANY  OF  THE  PROVISIONS  HEREOF.

     -Cashless  Exercise.  NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN
      ------------------
THIS  WARRANT,  IF  THE  RESALE  OF THE WARRANT SHARES BY THE HOLDER IS NOT THEN
REGISTERED  PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
ACT, THIS WARRANT MAY BE EXERCISED BY PRESENTATION AND SURRENDER OF THIS WARRANT
TO  THE  COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES WITH A WRITTEN NOTICE OF THE
HOLDER'S INTENTION TO EFFECT A CASHLESS EXERCISE, INCLUDING A CALCULATION OF THE
NUMBER  OF  SHARES OF COMMON STOCK TO BE ISSUED UPON SUCH EXERCISE IN ACCORDANCE
WITH  THE  TERMS  HEREOF  (A  "CASHLESS  EXERCISE").  IN THE EVENT OF A CASHLESS
EXERCISE,  IN  LIEU  OF  PAYING  THE  EXERCISE  PRICE  IN CASH, THE HOLDER SHALL
SURRENDER  THIS  WARRANT FOR THAT NUMBER OF SHARES OF COMMON STOCK DETERMINED BY
MULTIPLYING THE NUMBER OF WARRANT SHARES TO WHICH IT WOULD OTHERWISE BE ENTITLED
BY  A  FRACTION, THE NUMERATOR OF WHICH SHALL BE THE DIFFERENCE BETWEEN THE THEN
CURRENT  MARKET  PRICE PER SHARE OF THE COMMON STOCK AND THE EXERCISE PRICE, AND
THE  DENOMINATOR  OF  WHICH  SHALL BE THE THEN CURRENT MARKET PRICE PER SHARE OF
COMMON  STOCK.  FOR EXAMPLE, IF THE HOLDER IS EXERCISING 100,000 WARRANTS WITH A
PER  WARRANT  EXERCISE PRICE OF $0.75 PER SHARE THROUGH A CASHLESS EXERCISE WHEN
THE  COMMON STOCK'S CURRENT MARKET PRICE PER SHARE IS $2.00 PER SHARE, THEN UPON
SUCH  CASHLESS  EXERCISE  THE HOLDER WILL RECEIVE 62,500 SHARES OF COMMON STOCK.

     Remedies.  THE  COMPANY ACKNOWLEDGES THAT A BREACH BY IT OF ITS OBLIGATIONS
     --------
HEREUNDER WILL CAUSE IRREPARABLE HARM TO THE HOLDER, BY VITIATING THE INTENT AND
PURPOSE  OF  THE  TRANSACTION  CONTEMPLATED  HEREBY.  ACCORDINGLY,  THE  COMPANY
ACKNOWLEDGES  THAT  THE REMEDY AT LAW FOR A BREACH OF ITS OBLIGATIONS UNDER THIS
WARRANT  WILL  BE  INADEQUATE AND AGREES, IN THE EVENT OF A BREACH OR THREATENED
BREACH  BY  THE COMPANY OF THE PROVISIONS OF THIS WARRANT, THAT THE HOLDER SHALL
BE  ENTITLED,  IN  ADDITION TO ALL OTHER AVAILABLE REMEDIES AT LAW OR IN EQUITY,
AND  IN  ADDITION  TO  THE  REMEDIES  SET  FORTH  HEREIN,  TO  AN  INJUNCTION OR
INJUNCTIONS  RESTRAINING, PREVENTING OR CURING ANY BREACH OF THIS WARRANT AND TO
ENFORCE  SPECIFICALLY THE TERMS AND PROVISIONS THEREOF, WITHOUT THE NECESSITY OF
SHOWING  ECONOMIC  LOSS  AND  WITHOUT ANY BOND OR OTHER SECURITY BEING REQUIRED.










                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

<PAGE>

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

                                   THE  AMANDA  COMPANY



                                   By:  Jose  Candia
                                        ------------
                                   Jose  Candia
                                   Chief  Executive Officer and President



Dated  as  of  January  __,  2002

<PAGE>



PHL_A  #1563587  v2
                           FORM OF EXERCISE AGREEMENT


                                                       Dated:  ________ __, 200_


To:     The  Amanda  Company


     The  undersigned,  pursuant  to  the  provisions  set  forth  in the within
Warrant,  hereby  agrees  to purchase ________ shares of Common Stock covered by
such  Warrant,  and  makes  pay-ment  herewith in full therefor at the price per
share provided by such Warrant in cash or by certified or official bank check in
the  amount of, or, if the resale of such Common Stock by the undersigned is not
currently  registered  pursuant to an effective registration statement under the
Securities  Act  of  1933,  as amended, by surrender of securities issued by the
Company  (including a portion of the Warrant) having a market value (in the case
of a portion of this Warrant, determined in accordance with Section 11(c) of the
Warrant)  equal  to $_________.  Please issue a certificate or certifi-cates for
such  shares  of Common Stock in the name of and pay any cash for any fractional
share  to:


     Name:   ______________________________


     Signature:
     Address:_______________________________
             _______________________________


Note:          The  above  signature  should correspond exactly with the name on
the  face  of  the  within  Warrant,  if  applicable.

and,  if  said  number  of  shares  of  Common Stock shall not be all the shares
purchasable  under the within Warrant, a new Warrant is to be issued in the name
of  said  undersigned  covering the balance of the shares purchasable thereunder
less  any  frac-tion  of  a  share  paid  in  cash.

<PAGE>
                               FORM OF ASSIGNMENT


     FOR  VALUE  RECEIVED,  the undersigned hereby sells, assigns, and transfers
all  the rights of the undersigned under the within Warrant, with respect to the
number  of  shares  of  Common  Stock covered thereby set forth hereinbelow, to:

Name  of  Assignee               Address                         No  of  Shares
------------------               -------                         --------------






,  and  hereby  irrevocably  constitutes  and  appoints
___________________________________  as  agent and attorney-in-fact to trans-fer
said  Warrant  on  the books of the within-named corporation, with full power of
substitution  in  the  premises.


Dated:     ________  __,  200_


In  the presence of:             ______________________________

                       Name:     _______________________________


                       Signature:     _________________________
                       Title  of  Signing  Officer  or  Agent  (if  any):
                                    ______________________________
                       Address:     ______________________________
                                    ______________________________


                           Note:     The  above  signature  should  correspond
                                     exactly with the name on the face of the
                                     within  Warrant,  if  applicable.