EXHIBIT 4.5
                                                                       EXHIBIT C


              WARRANT TO PURCHASE 1,000,000 SHARES OF COMMON STOCK

                             OF BIZCOM U.S.A., INC.

         NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON
EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "ACT") AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED,
HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS (1) THEY ARE REGISTERED UNDER THE
ACT OR (2) EXCEPT AS OTHERWISE SET FORTH HEREIN, THE HOLDER HAS DELIVERED TO THE
ISSUER AN OPINION OF COUNSEL, WHICH OPINION SHALL BE SATISFACTORY TO THE ISSUER,
TO THE EFFECT THAT THERE IS AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE
ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR THAT REGISTRATION IS OTHERWISE
NOT REQUIRED.

         FOR VALUE RECEIVED, SOPHIA COMMUNICATIONS, INC., a Delaware corporation
or its transferees or assigns (the "Holder"), is entitled to purchase, subject
to the provisions hereof, from BIZCOM U.S.A., INC., a Florida corporation (the
"Issuer"), up to 1,000,000 fully paid, validly issued and non-assessable shares
of common stock, par value $.0001 per share (the "Common Stock"), of the Issuer
(the "Shares") at a price which will be the lesser of: (i) $6.00 per Share; or
(ii) the per Share exercise price of Shares of the Issuer's Common Stock which
are next issued by the Issuer as part of a material private placement which
commences after the date hereof, but in no event less than $3.00 per Share,
subject to adjustment as provided for herein. The right to purchase the Shares
under this Warrant is exercisable, in whole or in part, at any time after the
date of this Warrant and prior to 5:00 p.m., New York City time, through and
including December 31, 2007. The Shares deliverable upon exercise of this
Warrant (including any adjusted number of Shares issuable pursuant to the
provisions of this Warrant) are hereinafter sometimes referred to as "Warrant
Shares" and the exercise price per Share in effect at any time and as adjusted
from time to time is hereinafter sometimes referred to as the "Exercise Price."
This Warrant and all warrants issued upon transfer, division or in substitution
thereof are hereinafter sometimes referred to as the "Warrants."

         This Warrant is issued pursuant to and in connection with the Asset
Purchase Agreement by and between the Issuer, the Holder and Sophia Licensee,
Inc., a Delaware corporation and wholly-owned subsidiary of the Holder, dated
November 25, 2003.

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         (a) Exercise of Warrant. The rights granted under this Warrant may be
exercised by presentation and surrender of this Warrant to the Issuer at its
principal office, or at the office of its principal stock transfer agent, along
with the Purchase Form annexed hereto duly executed and accompanied by payment
of the Exercise Price multiplied by the number of Warrant Shares being
exercised. Payment shall be made by wire transfer or by certified or official
bank check. As soon as practicable after the exercise of this Warrant, and in
any event within three (3) New York Stock Exchange, Inc. trading days, the
Issuer shall issue and deliver to the Holder a certificate or certificates
representing the number of duly authorized, fully paid and non-assessable
Warrant Shares issuable upon the exercise of this Warrant (or such lesser number
as shall be indicated on the Purchase Form), registered in the name of the
Holder or its designee, including any required fractional. shares, or in
Issuer's sole discretion in lieu of any fractional share to which Holder would
otherwise be entitled, cash in an amount determined in accordance with
subsection (c) hereof. Such certificate(s) shall bear a restrictive legend
restricting the transferability of such shares under the Securities Act of 1933,
as amended (the "Act"). If this Warrant is exercised only in part, the Issuer
also shall issue and deliver to the Holder a new Warrant, substantially in the
form of this Warrant, covering the number of Warrant Shares which remain
issuable hereunder. Upon receipt by the Issuer of this Warrant at its office, or
by the principal stock transfer agent of the Issuer at its office, in proper
form for exercise, the Holder shall as of that date be deemed to be the holder
of record of the number of Warrant Shares specified in the Purchase Form. The
Issuer shall pay any and all documentary stamp or similar issue or transfer
taxes payable in respect of the issue or delivery of Warrant Shares on exercise
of this Warrant.

         (b) Reservation of Shares. The Issuer shall at all times reserve and
keep available free from pre-emptive rights, out of its authorized but unissued
capital stock, for issuance on exercise of this Warrant, such number of Shares
of Common Stock as shall be required for issuance and delivery of the Warrant
Shares upon exercise of this Warrant.

         (c) Fractional Shares. To the extent, any fraction of a share of Common
Stock are issuable upon exercise of this Warrant, the Company may in lieu of
issuance thereof, pay to the Holder or its designee an amount in cash equal to
the current value of such fraction, calculated to the nearest one-hundredth
(1/100) of a Share, to be computed: (i) if the Common Stock is listed on any
national securities exchange on the basis of the last sales price of the Common
Stock on such exchange (or the quoted closing bid price if there shall have been
no sales) on the date of conversion, (ii) if the Common Stock shall not be
listed, on the basis of the mean between the closing bid and asked prices for
the Common Stock on the date of conversion as reported by NASDAQ, or its
successor, and if there are not such closing bid and asked prices, (iii) the
greater of (A) the fair market value per Share as determined by the Board of

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Directors of the Issuer or (B) the per Share exercise price of shares of the
Issuer's Common Stock which were last issued by the Issuer as part of a material
private placement.

         (d) Transfer of Warrant. This Warrant may be transferred in whole or in
part only in accordance with the terms of the restrictive legend appearing on
the first page of this Warrant. Notwithstanding anything contained herein to the
contrary, no opinion of counsel shall be necessary for a transfer to: (i) a
wholly owned subsidiary of Sophia or (ii) to any person, corporation or other
entity that (A) is a shareholder of Sophia as of the date hereof; and (B) meets
the definition of an "accredited investor" under the Securities Act at the time
of the transfer and executes the Assignment Form attached hereto as Attachment
A. In the event of such assignment (including one resulting from the liquidation
or dissolution of Holder) and surrender of this Warrant to Issuer, Issuer shall
issue and deliver to Holder's designee, new Warrants, substantially in the form
of this Warrant, covering the number of Warrant Shares issuable to such
designee.

         (e) Loss or Destruction of Warrant. Upon receipt by the Issuer of
evidence satisfactory to it of the loss, theft, destruction or mutilation of
this Warrant, and (in the case of loss, theft or destruction) of reasonably
satisfactory indemnification, and upon surrender and cancellation of this
Warrant, if mutilated, the Issuer will execute and deliver a new warrant of like
tenor and date. Any such new Warrant executed and delivered shall not constitute
an additional contractual obligation on the part of the Issuer, whether or not
this Warrant so lost, stolen, destroyed, or mutilated shall be at any time
enforceable by anyone.

         (f) Rights of the Holder. The Holder shall not, by virtue hereof, be
entitled to any rights of a shareholder in the Issuer, either at law or equity,
and the rights of the Holder are limited to those expressed in this Warrant and
are not enforceable against the Issuer except to the extent set forth herein.

         (g)      Anti-Dilution Rights.

                  (I) If at any time after the date hereof the Issuer declares
or authorizes any dividend (other than a cash dividend), stock split, reverse
stock split, combination, exchange of Shares, or there occurs any
recapitalization, merger, consolidation, reorganization, liquidation or exchange
of property having the same effect, if the outstanding Shares are changed into
the same or a different number of Shares of the same or another class or classes
of stock of the Issuer, then the Issuer shall cause effective provision to be
made so that the Holder shall, upon exercise of this Warrant following such
event, be entitled to receive the number of shares of stock or other securities

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or the cash or property of the Issuer (or of the successor corporation or other
entity resulting from any consolidation or merger) to which the Warrant Shares
(and any other securities) deliverable upon the exercise of this Warrant would
have been entitled if this Warrant had been exercised immediately prior to the
earlier of (i) such event and (ii) the record date, if any, set for determining
the shareholders entitled to participate in such event, and the Exercise Price
shall be adjusted appropriately so that the effective Exercise Price payable for
each Warrant Share to be acquired by the Holder hereof upon the exercise of this
Warrant remains equivalent to the Exercise Price in the absence of such event.
By way of example, and for avoidance of doubt, if the Issuer shall pay a
dividend in shares of Common Stock, subdivide its outstanding shares of Common
Stock into a greater number of shares of Common Stock, or combine its
outstanding shares of Common Stock into a smaller number of shares of Common
Stock, then concurrently with the effectiveness of each such event, the
Conversion Price in effect immediately prior thereto shall be adjusted by
multiplying the Exercise Price in effect immediately prior to such adjustment by
a fraction whose numerator shall be the number of shares of Common Stock
outstanding immediately prior to such adjustment and whose denominator shall be
the number of shares of Common Stock outstanding immediately following such
adjustment. The Issuer shall not effect any recapitalization, consolidation or
merger unless, upon the consummation thereof, the successor corporation or
entity shall assume by written instrument the obligation to deliver to the
Holder hereof the shares of stock, securities, cash or property that the holder
shall be entitled to acquire in accordance with the foregoing provisions, which
instrument shall contain provisions calculated to ensure for the Holder, to the
greatest extent practicable, the benefits provided for in this Warrant.

                  (II) If pursuant to the provisions of this Section (g) the
Holder would be entitled to receive shares of stock or other securities upon the
exercise of this Warrant in addition to the Warrant Shares issuable upon
exercise of this Warrant, then the Issuer shall at all times reserve and keep
available sufficient shares of other securities to permit the Issuer to issue
such additional shares or other securities upon the exercise of this Warrant.

                  (III) The Issuer shall at any time if so requested by the
Holder furnish a written summary of all adjustments made pursuant to this
paragraph (g) promptly following any such request.

         (h) Tag Along Rights. The provisions of Section 2.8 of the Registration
Rights Agreement executed between Issuer and Holder on November 25, 2003
("Registration Rights Agreement") shall apply to all shares of Common Stock
acquired by Holder upon the exercise of this Warrant.


         (i) Registration Rights. The Company hereby grants Holder and its
successors and permitted assigns the registration rights contained in Article II
of the Registration Rights

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         Agreement with respect to the Warrant Shares which rights are hereby
incorporated by reference in this Warrant with the same effect as if set forth
herein in their entirety.

         (j) Survival. Any obligation of the Issuer under this Warrant, the
complete performance of which may require performance beyond the term of this
Warrant, shall survive the expiration of such term.

         (k) Amendments and Waivers. The respective rights and obligations of
the Issuer and the Holder may be modified or waived only by a writing executed
by the party against whom the amendment or waiver is to be enforced.

                           [INTENTIONALLY LEFT BLANK]

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         IN WITNESS WHEREOF, the Issuer has caused this Warrant to be duly
executed and delivered as of November 25, 2003.

                                       BIZCOM U.S.A., INC.

                                       By:  /s/ Hanan Klein
                                            --------------------------------
                                               Hanan "Hank" Klein, President


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                                                                    ATTACHMENT A

                                 PURCHASE FORM
                                 -------------

         The undersigned hereby irrevocably elects to exercise the within
Warrant as to ___________ shares of Common Stock and hereby makes payment of
$________________ in payment of the actual exercise price thereof.

                 INSTRUCTIONS FOR REGISTRATION OF COMMON STOCK
                 ---------------------------------------------

Name:    ____________________________________________
         (Please typewrite or print in block letters)

Address: ____________________________________________

         ____________________________________________

         Signature:__________________________________

                                ASSIGNMENT FORM
                                ---------------

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

Name:    __________________________________

Address: __________________________________

         __________________________________

the right to purchase Common Shares represented by this Warrant to the extent of
_______ shares of Common Stock as to which such right is exercisable and does
hereby irrevocably constitute and appoint _____________ Attorney, to transfer
the same on the books of the Issuer with full power of substitution in the
premises.

Dated:   ________, 200_

Signature:        _________________________

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