Exhibit 10.3 - Warrant

                                                                         ANNEX I
                                                                              TO
                                                   SECURITIES PURCHASE AGREEMENT
                                                    PROTOTYPE FOR EACH ISSUANCE


                                 FORM OF WARRANT

     THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
     AS  AMENDED,  OR THE  SECURITIES  LAWS OF ANY  STATE AND MAY NOT BE SOLD OR
     OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE  REGISTRATION STATEMENT FOR
     THE SECURITIES OR AN OPINION OF COUNSEL OR OTHER EVIDENCE ACCEPTABLE TO THE
     COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

                           SATELLITE ENTERPRISES CORP.

                          COMMON STOCK PURCHASE WARRANT

     1.  Issuance.  In  consideration  of good and valuable  consideration,  the
receipt and sufficiency of which is hereby acknowledged by SATELLITE ENTERPRISES
CORP., a Nevada  corporation (the "Company"),  _____________________________  or
registered assigns (the "Holder") is hereby granted the right to purchase at any
time until 5:00 P.M., New York City time, on ___________, 20091 (the "Expiration
Date"), __________________________  (____________)2 fully paid and nonassessable
shares of the Company's Common Shares, par value $0.001 (the "Common Stock"), at
an initial exercise price per share (the "Exercise Price") of US$1.50 per share,
subject to further adjustment as set forth herein.  This Warrant is being issued
pursuant to the terms of that certain Securities Purchase Agreement, dated as of
May 19, 2004 (the  "Agreement"),  to which the  Company and Holder (or  Holder's
predecessor in interest) are parties.  Capitalized  terms not otherwise  defined
herein shall have the meanings  ascribed to them in the Agreement.  This Warrant
was originally  issued to the Holder or the Holder's  predecessor in interest on
_____________, 200_3 (the "Issue Date").


--------
1 Insert  date  which is the last  calendar  day of the month in which the fifth
anniversary  of the Closing  Date occurs.  2 Insert  number equal to 100% of the
number of the Purchased Shares for the Closing Date.
3 Insert the Closing Date.

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<PAGE>

     2. Exercise of Warrants.

          2.1 General.

          (a)  This Warrant is  exercisable  in whole or in part at any time and
               from time to time commencing on the Commencement Date (as defined
               below).  Such exercise  shall be effectuated by submitting to the
               Company  (either  by  delivery  to the  Company  or by  facsimile
               transmission  as provided  in Section 8 hereof) a  completed  and
               duly  executed  Notice  of  Exercise  (substantially  in the form
               attached to this Warrant  Certificate)  as provided in the Notice
               of  Exercise  (or  revised  by  notice  given by the  Company  as
               contemplated  by the Section headed  "NOTICES" in the Agreement).
               The date such Notice of Exercise is faxed to the Company shall be
               the "Exercise  Date," provided that, if such exercise  represents
               the full exercise of the outstanding balance of the Warrant,  the
               Holder of this Warrant  tenders this Warrant  Certificate  to the
               Company within five (5) business days  thereafter.  The Notice of
               Exercise  shall be  executed  by the Holder of this  Warrant  and
               shall  indicate  (i) the number of shares  then  being  purchased
               pursuant to such  exercise  and (ii) if  applicable  (as provided
               below), whether the exercise is a cashless exercise.

          (b)  The  provisions  of this Section  2.1(b) shall only be applicable
               (i) on or after the first anniversary of the Issue Date, and (ii)
               if,  and only if,  on the  Exercise  Date  there is no  effective
               Registration  Statement  covering the Warrant  Shares (other than
               during  a  Permitted   Suspension   Period,  as  defined  in  the
               Registration  Rights  Agreement).  If the Notice of Exercise form
               elects  a  "cashless"  exercise,  the  Holder  shall  thereby  be
               entitled  to receive a number of shares of Common  Stock equal to
               (A) the excess of the Current  Market  Value (as  defined  below)
               over the total cash exercise  price of the portion of the Warrant
               then being  exercised,  divided  by (B) the  Market  Price of the
               Common  Stock  as of the  Trading  Day  immediately  prior to the
               Exercise  Date.  For the purposes of this Warrant,  the terms (x)
               "Current  Market  Value" shall mean an amount equal to the Market
               Price of the Common Stock as of the Trading Day immediately prior
               to the  Exercise  Date,  multiplied  by the  number  of shares of
               Common Stock  specified in such Notice of Exercise  Form, and (y)
               "Market  Price of the Common  Stock" shall mean the Closing Price
               for the relevant date.

          (c)  If the Notice of Exercise  form elects a "cash"  exercise  (or if
               the cashless  exercise  referred to in the immediately  preceding
               paragraph (b) is not available in accordance with its terms), the
               Exercise  Price  per share of Common  Stock for the  shares  then
               being  exercised  shall be payable  to the  Company in cash or by
               certified  or  official   bank  check  or  by  wire  transfer  in
               accordance  with  instructions  provided  by the  Company  at the
               request of the Holder.

          (d)  Upon the appropriate  payment,  if any, of the Exercise Price for
               the shares of Common Stock purchased, together with the surrender
               of this Warrant  Certificate  (if required),  the Holder shall be
               entitled to receive a certificate or certificates  for the shares
               of Common  Stock so  purchased.  The Company  shall  deliver such
               certificates  representing  the Warrant Shares in accordance with
               the  instructions  of the  Holder as  provided  in the  Notice of
               Exercise  within three  Trading Days of the later of the Exercise
               Date  or,  if the  exercise  is a "cash"  exercise,  the date the
               payment of the Exercise Price for the relevant  Warrant Shares is
               received by the Company.

                                        2
<PAGE>

          (e)  The  Holder  shall  be  deemed  to be the  holder  of the  shares
               issuable to it in accordance  with the provisions of this Section
               2.1 on the Exercise Date.

          2.2  Limitation on Exercise.  Notwithstanding  the  provisions of this
     Warrant, the Agreement or of the other Transaction Agreements,  in no event
     (except (i) as  specifically  provided in this  Warrant as an  exception to
     this  provision,  (ii) during the  forty-five  (45) day period prior to the
     Expiration Date, or (iii) while there is outstanding a tender offer for any
     or all of the shares of the  Company's  Common  Stock)  shall the Holder be
     entitled to exercise this Warrant, or shall the Company have the obligation
     to issue shares upon such exercise of all or any portion of this Warrant to
     the extent that, after such exercise the sum of (1) 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 portion of the Warrants or other rights to
     purchase Common Stock or through the ownership of the  unconverted  portion
     of  convertible  securities),  and (2) the number of shares of Common Stock
     issuable  upon the  exercise  of the  Warrants  with  respect  to which the
     determination  of this proviso is being made,  would  result in  beneficial
     ownership  by the  Holder  and its  affiliates  of more  than  4.99% of the
     outstanding shares of Common Stock (after taking into account the shares to
     be issued to the Holder upon such exercise). For purposes of the proviso to
     the  immediately   preceding  sentence,   beneficial   ownership  shall  be
     determined in accordance with Section 13(d) of the Securities  Exchange Act
     of 1934,  as amended  (the "1934  Act"),  except as  otherwise  provided in
     clause (1) of such sentence. The Holder, by its acceptance of this Warrant,
     further agrees that if the Holder  transfers or assigns any of the Warrants
     to a party who or which would not be  considered  such an  affiliate,  such
     assignment shall be made subject to the transferee's or assignee's specific
     agreement  to be bound by the  provisions  of this  Section  2.2 as if such
     transferee or assignee were the original Holder hereof.

          2.3 Commencement Date. The term "Commencement  Date" means the earlier
     of (i) the date which is sixty-five (65) days after the Issue Date, or (ii)
     the Effective Date.

     3.  Reservation  of Shares.  The  Company  hereby  agrees that at all times
during the term of this  Warrant  there  shall be  reserved  for  issuance  upon
exercise of this Warrant one hundred ten percent (110%) of the Warrant Shares.

     4.  Mutilation or Loss of Warrant.  Upon receipt by the Company of evidence
satisfactory  to it of the  loss,  theft,  destruction  or  mutilation  of  this
Warrant,  and (in the case of loss, theft or destruction)  receipt of reasonably
satisfactory indemnification, and (in the case of mutilation) upon surrender and
cancellation of this Warrant, the Company will execute and deliver a new Warrant
of like tenor and date and any such lost, stolen, destroyed or mutilated Warrant
shall thereupon become void.

     5.  Rights of the  Holder.  The Holder  shall  not,  by virtue  hereof,  be
entitled to any rights of a stockholder in the Company, 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 Company except to the extent set forth herein.


                                        3
<PAGE>

     6. Protection Against Dilution and Other Adjustments.

          6.1  Adjustment  Mechanism.  If an adjustment of the Exercise Price is
     required  pursuant  to this  Section 6, the  Holder  shall be  entitled  to
     purchase  such  number of shares of Common  Stock as will cause (i) (x) the
     total  number of shares of Common  Stock  Holder is  entitled  to  purchase
     pursuant to this Warrant  following such adjustment,  multiplied by (y) the
     adjusted  Exercise  Price per  share,  to equal the  result of (ii) (x) the
     dollar  amount of the total  number  of  shares of Common  Stock  Holder is
     entitled  to  purchase  before  adjustment,  multiplied  by (y)  the  total
     Exercise Price before adjustment.4

          6.2 Capital  Adjustments.  In case of any stock split or reverse stock
     split,   stock   dividend,    reclassification   of   the   Common   Stock,
     recapitalization,  merger or  consolidation  (where the  Company is not the
     surviving entity),  the provisions of this Section 6 shall be applied as if
     such capital adjustment event had occurred immediately prior to the date of
     this Warrant and the original  Exercise Price had been fairly  allocated to
     the stock resulting from such capital adjustment; and in other respects the
     provisions  of this  Section  shall be  applied  in a fair,  equitable  and
     reasonable  manner  so as to give  effect,  as  nearly  as may  be,  to the
     purposes hereof. A rights offering to stockholders  shall be deemed a stock
     dividend to the extent of the bargain purchase element of the rights.

          6.3 Adjustment for Spin Off. If, for any reason, prior to the exercise
     of this Warrant in full, the Company spins off or otherwise  divests itself
     of a material  part of its business or  operations  or disposes all or of a
     part of its assets in a  transaction  (the "Spin Off") in which the Company
     does not receive compensation for such business,  operations or assets, but
     causes  securities  of another  entity  (the "Spin Off  Securities")  to be
     issued to security holders of the Company, then the Company shall cause (i)
     to be reserved Spin Off Securities  equal to the number thereof which would
     have been issued to the Holder had all of the Holder's unexercised Warrants
     outstanding  on the record date (the  "Record  Date") for  determining  the
     amount and number of Spin Off  Securities to be issued to security  holders
     of the Company (the "Outstanding  Warrants") been exercised as of the close
     of  business on the  Trading  Day  immediately  before the Record Date (the
     "Reserved  Spin Off  Shares"),  and (ii) to be issued to the  Holder on the
     exercise  of all or any of the  Outstanding  Warrants,  such  amount of the
     Reserved  Spin Off  Shares  equal  to (x) the  Reserved  Spin  Off  Shares,
     multiplied  by (y) a fraction,  of which (I) the numerator is the amount of
     the Outstanding Warrants then being exercised,  and (II) the denominator is
     the amount of the Outstanding Warrants.

--------
4 Example:  Assume 10,000  shares  remain under  Warrant at an assumed  original
stated  Exercise Price of US$1.50.  Total exercise price (clause (y) in text) is
(i) 10,000 x (ii)  US$1.50,  or  US$15,000.  Company  effects  2:1 stock  split.
Exercise  Price is adjusted to US$0.75.  Number of shares  covered by Warrant is
adjusted  to  20,000,  because  (applying  clause (x) in text) (i) 20,000 x (ii)
US$0.75 = US$15,000.

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<PAGE>

          6.4  Adjustment  for Certain  Transactions.  Reference  is made to the
     provisions  of  Section  4(g) of the  Agreement,  the  terms of  which  are
     incorporated  herein by  reference.  The  number of shares  covered by this
     Warrant  and the  Exercise  Price  shall be  adjusted  as  provided  in the
     applicable provisions of said Section 4(g) of the Agreement.

     7. Transfer to Comply with the Securities Act; Registration Rights.

          7.1  Transfer.   This  Warrant  has  not  been  registered  under  the
     Securities Act of 1933, as amended,  (the "Act") and has been issued to the
     Holder for investment and not with a view to the distribution of either the
     Warrant or the Warrant Shares.  Neither this Warrant nor any of the Warrant
     Shares or any other  security  issued or  issuable  upon  exercise  of this
     Warrant may be sold, transferred, pledged or hypothecated in the absence of
     an effective registration statement under the Act relating to such security
     or an opinion of counsel  satisfactory to the Company that  registration is
     not required under the Act. Each  certificate for the Warrant,  the Warrant
     Shares and any other  security  issued or  issuable  upon  exercise of this
     Warrant shall  contain a legend on the face thereof,  in form and substance
     satisfactory to counsel for the Company,  setting forth the restrictions on
     transfer contained in this Section.

          7.2  Registration  Rights.  (a) Reference is made to the  Registration
     Rights Agreement.  The Company's  obligations under the Registration Rights
     Agreement  and the other terms and  conditions  thereof with respect to the
     Warrant Shares,  including,  but not necessarily  limited to, the Company's
     commitment to file a registration  statement  including the Warrant Shares,
     to have the registration of the Warrant Shares completed and effective, and
     to maintain such registration, are incorporated herein by reference.

          (b)  In  addition  to  the  registration  rights  referred  to in  the
     preceding  provisions of Section 7.2(a),  effective after the expiration of
     the  effectiveness  of the  Registration  Statement as  contemplated by the
     Registration   Rights   Agreement,   the  Holder   shall  have   piggy-back
     registration  rights with  respect to the  Warrant  Shares then held by the
     Holder  or  then  subject  to  issuance   upon  exercise  of  this  Warrant
     (collectively,  the "Remaining Warrant Shares"),  subject to the conditions
     set forth  below.  If, at any time  after the  Registration  Statement  has
     ceased to be effective, the Company participates (whether voluntarily or by
     reason of an obligation to a third party) in the registration of any shares
     of the Company's  stock (other than a  registration  on Form S-8 or on Form
     S-4),  the Company shall give written  notice thereof to the Holder and the
     Holder  shall have the right,  exercisable  within ten (10)  business  days
     after  receipt of such notice,  to demand  inclusion of all or a portion of
     the Holder's  Remaining Warrant Shares in such registration  statement.  If
     the Holder exercises such election, the Remaining Warrant Shares so

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<PAGE>

     designated  shall be included in the  registration  statement at no cost or
     expense to the Holder (other than any costs or  commissions  which would be
     borne by the Holder under the terms of the Registration  Rights Agreement).
     The  Holder's  rights under this Section 7 shall expire at such time as the
     Holder can sell all of the Remaining  Warrant Shares under Rule 144 without
     volume or other restrictions or limit.

     8. Notices.  Any notice  required or permitted  hereunder shall be given in
manner provided in the Section headed  "NOTICES" in the Agreement,  the terms of
which are incorporated herein by reference.

     9. Supplements and Amendments; Whole Agreement. This Warrant may be amended
or  supplemented  only by an instrument in writing signed by the parties hereto.
This Warrant contains the full  understanding of the parties hereto with respect
to the  subject  matter  hereof and  thereof  and there are no  representations,
warranties,  agreements or understandings  other than expressly contained herein
and therein.

     10. Governing Law. This Warrant shall be deemed to be a contract made under
the laws of the State of New York for  contracts to be wholly  performed in such
state and without giving effect to the principles thereof regarding the conflict
of laws. Each of the parties  consents to the jurisdiction of the federal courts
whose districts encompass any part of the County of New York or the state courts
of the State of New York  sitting in the County of New York in  connection  with
any dispute arising under this Warrant and hereby waives,  to the maximum extent
permitted by law, any  objection,  including  any  objection  based on forum non
conveniens, to the bringing of any such proceeding in such jurisdictions. To the
extent  determined by such court, the Company shall reimburse the Holder for any
reasonable legal fees and disbursements  incurred by the Buyer in enforcement of
or protection of any of its rights under any of the Transaction Agreements.

     11. JURY TRIAL  WAIVER.  The Company and the Holder hereby waive a trial by
jury in any action,  proceeding or counterclaim brought by either of the Parties
hereto  against the other in respect of any matter  arising out or in connection
with this Warrant.

     12.   Counterparts.   This  Warrant  may  be  executed  in  any  number  of
counterparts and each of such  counterparts  shall for all purposes be deemed to
be an original,  and all such counterparts shall together constitute but one and
the same instrument.

                   [Balance of page intentionally left blank]



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     13. Descriptive  Headings.  Descriptive headings of the several Sections of
this Warrant are inserted for  convenience  only and shall not control or affect
the meaning or construction of any of the provisions hereof.

     IN     WITNESS WHEREOF, the parties hereto have executed this Warrant as of
            the day of , 200 .
-----------        --------------------------------     ---


                                                     SATELLITE ENTERPRISES CORP.

                                                     By:
                                                        ------------------------


                                                     ---------------------------
                                                     (Print Name)

                                                     ---------------------------
                                                      (Title)



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<PAGE>


                          NOTICE OF EXERCISE OF WARRANT

TO:      SATELLITE ENTERPRISES CORP.        VIA FAX: (203)    -
         205 Church Street, Suite 340
         New Haven, CT 06510
         Attn: President

     The  undersigned   hereby   irrevocably   elects  to  exercise  the  right,
represented by the Warrant Certificate dated as of ________________,  20___ , to
purchase ___________ shares of the Common S hares, par value $0.01 each ("Common
Stock"),  of  SATELLITE  ENTERPRISES  CORP.  and  tenders  herewith  payment  in
accordance with Section 1 of said Common Stock Purchase Warrant.

     CASH: US$                           = (Exercise Price x Exercise Shares)
              --------------------------

          Payment is being made by:
                           _        enclosed check
                           _        wire transfer
                           _        other
     CASHLESS EXERCISE [if available pursuant to Section 2.1(b)]:

          Net number of Warrant Shares to be issued to Holder :       *
                                                               -------

          * based on:  Current Market Value - (Exercise Price x Exercise Shares)
                                        Market Price of Common Stock
          where:
          Market Price of Common Stock ["MP"]         =  US$
                                                            --------------
          Current Market Value [MP x Exercise Shares] =  US$
                                                            --------------

     It is the intention of the Holder to comply with the  provisions of Section
2.2 of the Warrant  regarding  certain  limits on the Holder's right to exercise
thereunder. Based on the analysis on the attached Worksheet Schedule, the Holder
believe  this  exercise  complies  with  the  provisions  of said  Section  2.2.
Nonetheless,  to the extent that,  pursuant to the exercise effected hereby, the
Holder would have more shares than  permitted  under said  Section,  this notice
should be amended and revised,  ab initio,  to refer to the exercise which would
result in the issuance of shares  consistent with such  provision.  Any exercise
above such amount is hereby deemed void and revoked.

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     As contemplated by the Warrant,  this Notice of Conversion is being sent by
facsimile to the telecopier number and officer indicated above.

     If this Notice of Exercise  represents the full exercise of the outstanding
balance of the Warrant,  the Holder either (1) has  previously  surrendered  the
Warrant to the Company or (2) will  surrender (or cause to be  surrendered)  the
Warrant to the Company at the address  indicated above by express courier within
five (5) business days after delivery or facsimile  transmission  of this Notice
of Exercise.

     The  certificates  representing the Warrant Shares should be transmitted by
the Company to the Holder

                  via express courier, or

                  by electronic transfer

after  receipt  of  this  Notice  of  Exercise  (by  facsimile  transmission  or
otherwise) to:


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

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

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


Dated:
      -----------------------


-----------------------------
[Name of Holder]

By:
   -------------------------


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                          NOTICE OF EXERCISE OF WARRANT
                               WORKSHEET SCHEDULE


1. Current Common Stock holdings of Holder and Affiliates
                                                                     -----------

2. Shares to be issued on current exercise
                                                                     -----------

3.       Other  shares  to be  issued  on other  current  exercise(s)  and other
         current conversion(s)5
                                                                     -----------

4.       Other  shares  eligible  to be  acquired  within  next 60 days  without
         restriction
                                                                     -----------

5. Total [sum of Lines 1 through 4]
                                                                     -----------

6. Outstanding shares of Common Stock6
                                                                     -----------

7. Adjustments to Outstanding

         a.  Shares known to Holder as previously issued to Holder or others but
             not included in Line 6
                                                                     -----------

         b. Shares to be issued per Line(s) 2 and 3
                                                                     -----------

         c. Total Adjustments [Lines 7a and 7b]
                                                                     -----------

8. Total Adjusted Outstanding [Lines 6 plus 7c]
                                                                     -----------

9.  Holder's  Percentage  [Line 5 divided  by Line 8] % [Note:  Line 9 not to be
above 4.99%] -----------

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5 Includes  shares issuable on conversion of convertible  securities  (including
assumed payment of interest or dividends) or exercise of other rights, including
other warrants or options

6 Based on latest SEC filing by Company or  information  provided  by  executive
officer of Company, counsel to Company or transfer agent

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