WARRANT TO PURCHASE COMMON STOCK
                              (CONVERSION WARRANTS)

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE BEEN ACQUIRED FOR INVESTMENT
AND  NOT FOR DISTRIBUTION, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF  1933, AS AMENDED NEITHER THE WARRANT NOR THE SHARES MAY BE SOLD, PLEDGED, OR
OTHERWISE  TRANSFERRED  WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT
OR  PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE
COMPANY  AND  ITS  COUNSEL  THAT SUCH REGISTRATION IS NOT REQUIRED. THIS WARRANT
MUST  BE  SURRENDERED  TO  THE  COMPANY  OR  ITS  TRANSFER  AGENT AS A CONDITION
PRECEDENT  TO THE SALE, PLEDGE OR OTHER TRANSFER OF ANY INTEREST IN THIS WARRANT
OR  THE  SHARES  ISSUABLE  HEREUNDER.

Issuer:  Invicta Group Inc.
Class of Stock: Common Stock
Issue Date: April 27, 2004
Expiration Date: April 27, 2007

     THIS  WARRANT  TO  PURCHASE  COMMON  STOCK is being issued pursuant to that
certain Securities Purchase Agreement dated as of the date hereof (the "Purchase
Agreement") between Invicta Group Inc., a Nevada corporation (the "Company") and
Golden  Gate  Investors,  Inc.  ("Holder").

1.1     Warrants.  The  Company  hereby  grants  to Holder the right to purchase
        --------
3,000,000 shares of the Company's Common Stock (the "Shares" or "Warrant Shares.
For  avoidance  of  doubt,  this  Warrant  may be exercised concurrently with or
subsequent  to the issuance of a Conversion Notice under the Debenture. The date
that  the  Holder  issues  a  Conversion Notice under the Debenture is hereafter
referred  to  as  the  "Conversion Date." Defined terms not defined herein shall
have  the  meanings ascribed to them in the Debenture or the Purchase Agreement.
Holder  agrees  that,  beginning  in  the  first  full  calendar month after the
Registration  Statement  is  declared  effective,

Holder  will exercise at least 5%, but no more than 15% (such 15% maximum amount
to  be  cumulative  from  the  Deadline),  of  the  Warrants per calendar month,
provided  that  the Common Shares are available, registered and freely tradable.
If  Holder  exercises  more  than  5% of the Warrants in any calendar month, the
excess  over  5%  shall  be  credited  against the next month's minimum exercise
amount.  The  15%  monthly maximum amount shall not be applicable if the Current
Market  Price  of  the  Common  Stock  at anytime during the applicable month is
higher than the Current Market Price of the Common Stock on the Closing Date. In
the event Holder does not exercise at least 5% of the Warrants in any particular
calendar  month,  Holder  shall  not  be  entitled  to  collect  interest on the
Debenture  for  that  month.

This  Warrant  shall  expire  and Holder shall no longer be able to purchase the
Warrant  Shares  on  April  ___,  2007.

                                    ARTICLE 2
                                    EXERCISE
                                    --------

2.1     Method  of  Exercise.  Holder  may exercise this Warrant by delivering a
        --------------------
duly  executed  Warrant Notice of Exercise in substantially the form attached as
Appendix  1  to  the  principal  office  of  the  Company.
-----------

2.2     Delivery  of  Certificate  and  New Warrant.  As promptly as practicable
        -------------------------------------------
after  the  receipt of the Warrant Notice of Exercise, but in any event not more
than  three  (3) Business Days after the Company's receipt of the Warrant Notice
of  Exercise,  the  Company  shall  issue  the Shares and cause to be mailed for
delivery  by  overnight  courier,  or  if  a Registration Statement covering the
Shares  has  been  declared  effective  by  the  SEC  cause to be electronically
transferred,  to  Holder  a certificate representing the Shares acquired and, if
this  Warrant  has  not  been fully exercised and has not expired, a new Warrant
substantially  in the form of this Warrant representing the right to acquire the
portion  of  the  Shares  not  so  acquired.

2.3     Replacement of Warrants.  On receipt of evidence reasonably satisfactory
        -----------------------
to  the  Company  of  the loss, theft, destruction or mutilation of this Warrant
and,  in  the  case  of  loss, theft or destruction, on delivery of an indemnity
agreement  reasonably  satisfactory in form and amount to the Company or, in the
case  of  mutilation, or surrender and cancellation of this Warrant, the Company
at its expense shall execute and deliver, in lieu of this Warrant, a new warrant
of  like  tenor.

2.4     Exercise  Price.  The  Exercise  Price  of  this  Warrant  shall  $1.00.
        --------------

2.5     Cashless  Exercise.  Notwithstanding anything to  the contrary contained
        ------------------
in  this  Warrant,  if  the  resale  of the Warrant Shares by Holder is not then
registered  pursuant to an effective Registration Statement, upon the expiration
of  one  year from the Issue Date, 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  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,  Holder  shall  surrender this Warrant for that number of shares of Common
Stock  determined  by  multiplying  the  number  of  Warrant  Shares to which it
otherwise  would  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 or which shall be the then current
Market  Price  per  share  of  Common  Stock.

                                    ARTICLE 3
                            ADJUSTMENT TO THE SHARES
                            ------------------------

     The  number of Shares purchasable upon the exercise of this Warrant and the
Exercise  Price  shall  be  subject  to  adjustment  from  time to time upon the
occurrence  of  certain  events,  as  follows:

3.1     Reclassification.  In  case  of  any  reclassification  or  change  of
        ----------------
outstanding securities of the class issuable upon exercise of this Warrant then,
and in any such case, the Holder, upon the exercise hereof at any time after the
consummation of such reclassification or change, shall be entitled to receive in
lieu  of each Share theretofore issuable upon exercise of this Warrant, the kind
and  amount of shares of stock, other securities, money and/or property received
upon such reclassification or change by a holder of one Share. The provisions of
this  Section  2.1  shall  similarly  apply  to  successive reclassifications or
changes.

3.2     Subdivision  or Combination of Shares.  If the Company at any time while
        -------------------------------------
this  Warrant  remains  outstanding and unexpired shall subdivide or combine its
Shares,  the  Exercise Price shall be proportionately decreased in the case of a
subdivision  or  increased  in  the  case  of  a  combination.

3.3     Stock Dividends.  If  the  Company, at any  time  while  this Warrant is
        ---------------
outstanding  shall  pay a dividend with respect to its Shares payable in Shares,
or  make  any  other  distribution  of Shares with respect to Shares (except any
distribution  specifically  provided  for in Section 2.1 and Section 2.2 above),
then  the Exercise Price shall be adjusted, effective from and after the date of
determination  of  shareholders  entitled  to  received  such  dividend  or
distribution,  to  that  price  determined  by multiplying the Exercise Price in
effect  immediately  prior  to such date of determination by a fraction, (a) the
numerator  of  which shall be the total number of Shares outstanding immediately
prior  to  such dividend or distribution, and (b) the denominator of which shall
be  the  total  number  of Shares outstanding immediately after such dividend or
distribution.

3.4     Non-Cash Dividends.  If  the  Company at any time while this Warrant  is
        ------------------
outstanding  shall  pay  a dividend with respect to Shares payable in securities
other  than Shares or other non-cash property, or make any other distribution of
such  securities  or  property  with  respect to Shares (except any distribution
specifically  provided  for  in  Section  2.1  and Section 2.2 above), then this
Warrant  shall represent the right to acquire upon exercise of this Warrant such
securities  or  property  which  a  holder of Shares would have been entitled to
receive upon such dividend or distribution, without the payment by the Holder of
any  additional  consideration  for  such  securities  or  property.

3.5     Effect of Reorganization and Asset Sales.  If any (i) reorganization  or
        ----------------------------------------
reclassification of the Common Stock (ii) consolidation or merger of the Company
with  or  into another corporation, or (iii) sale or all or substantially all of
the  Company's operating assets to another corporation followed by a liquidation
of the Company (any such transaction shall be referred to herein as an "Event"),
is  effected  in such a way that holders of common Stock are entitled to receive
securities  and/or  assets  as  a  result  of  their Common Stock ownership, the
Holder,  upon exercise of this Warrant, shall be entitled to receive such shares
of  stock securities or assets which the Holder would have received had it fully
exercised  this  Warrant on or prior the record date for such Event. The Company
shall  not merge into or consolidate with another corporation or sell all of its
assets  to  another  corporation  for  a  consideration  consisting primarily of
securities  of  such corporation, unless the successor or acquiring corporation,
as  the  case may be, shall expressly assume the due and punctual observance and
performance  of  each  and  every  covenant  and condition of this Warrant to be
performed  or observed by the Company and all of the obligations and liabilities
hereunder,  subject  to  such  modification as shall be necessary to provide for
adjustments  which  shall  be  as  nearly  equivalent  as  practicable  to  the
adjustments  provided  for  in  this  Section  2. The foregoing provisions shall
similarly  apply  to  successive  mergers,  consolidations  or  sales of assets.

3.6     Adjustment  of  Number  of Shares.  Upon each adjustment in the Exercise
        ---------------------------------
Price,  the  number  of Shares shall be adjusted, to the nearest whole share, to
the  product  obtained  by  multiplying  the  number  of  Shares,  purchasable
immediately prior to such adjustment by a fraction, the numerator of which shall
be  the  Exercise Price immediately prior to such adjustment and the denominator
of  which  shall  be  the  Exercise  Price  immediately  thereafter.

3.7     No  Impairment.  The  Company shall not, by amendment of its articles of
        --------------
incorporation  or  through  a reorganization, transfer of assets, consolidation,
merger, 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 under this Warrant by the Company, but shall at all times
in  good  faith assist in carrying out all of the provisions of this Warrant and
in  taking  all  such  action  as  may be reasonably necessary or appropriate to
protect  Holder's  rights hereunder against impairment. If the Company takes any
action  affecting  its Common Stock other than as described above that adversely
affects Holder's rights under this Warrant, the Exercise Price shall be adjusted
downward  and  the number of Shares issuable upon exercise of this Warrant shall
be  adjusted  upward  in such a manner that the aggregate Exercise Price of this
Warrant  is  unchanged.

3.8     Fractional  Shares.  No  fractional  Shares  shall  be issuable upon the
        ------------------
exercise of this Warrant, and the number of Shares to be issued shall be rounded
down  to  the  nearest  whole  Share.

3.9     Certificate  as  to  Adjustments.  Upon  any  adjustment of the Exercise
        --------------------------------
Price,  the  Company,  at its expense, shall compute such adjustment and furnish
Holder  with  a  certificate  of  its Chief Financial Officer setting forth such
adjustment  and  the  facts  upon  which  such adjustment is based.  The Company
shall,  upon  written  request,  furnish  Holder a certificate setting forth the
Exercise  Price  in  effect  upon the date thereof and the series of adjustments
leading  to  such  Exercise  Price.

3.10    No Rights of Shareholders.  This  Warrant does not entitle Holder to any
        -------------------------
voting  rights  or any other rights as a shareholder of the Company prior to the
exercise  of  Holder's  right  to  purchase  Shares  as  provided  herein.

                                    ARTICLE 4
                  REPRESENTATIONS AND COVENANTS OF THE COMPANY
                  --------------------------------------------

4.1     Representations  and  Warranties.  The  Company  hereby  represents  and
        --------------------------------
warrants  to Holder that all Shares which may be issued upon the exercise of the
purchase  right  represented  by  this  Warrant,  shall,  upon issuance, be duly
authorized,  validly  issued, fully paid and nonasessable, and free of any liens
and  encumbrances.

4.2     Notice  of  Certain  Events.  If the Company proposes at any time (a) to
        ---------------------------
declare  any  dividend  or  distribution upon its Common Stock, whether in cash,
property, stock, or other securities and whether or not a regular cash dividend;
(b)  to offer for subscription pro rata to the holders of any class or series of
its stock any additional shares of stock of any class or series or other rights;
(c)  to  effect any reclassification or recapitalization of Common Stock; (d) to
merge  or  consolidate  with  or  into  any  other  corporation, or sell, lease,
license,  or  convey  all  or  substantially all of its assets, or to liquidate,
dissolve or wind up; or (e) offer holders of registration rights the opportunity
to  participate  in  an underwritten public offering of the Company's securities
for  cash,  then,  in  connection  with  each such event, the Company shall give
Holder  (1)  at least 20 days prior written notice of the date on which a record
will  be  taken  for  such  dividend,  distribution, or subscription rights (and
specifying  the  date  on  which  the  holders  of Common Stock will be entitled
thereto)  or  for  determining rights to vote, if any, in respect of the matters
referred  to in (c) and (d) above; (2) in the case of the matters referred to in
(c)  and  (d)  above  at least 20 days prior written notice of the date when the
same  will  take  place  (and specifying the date on which the holders of Common
Stock  will  be  entitled to exchange their Common Stock for securities or other
property  deliverable upon the occurrence of such event); and (3) in the case of
the  matter referred to in (e) above, the same notice as is given to the holders
of  such  registration  rights.

4.3     Information Rights.  So long as Holder holds this Warrant and/or any  of
        ------------------
the  Shares,  the  Company  shall  deliver to Holder (a) promptly after mailing,
copies of all notices or other written communications to the shareholders of the
Company,  (b)  within ninety (90) days of their availability, the annual audited
financial  statements of the Company certified by independent public accountants
of  recognized  standing,  and  (c) within forty-five (45) days after the end of
each  fiscal  quarter  or  each  fiscal year, the Company's quarterly, unaudited
financial  statements.

4.4     Reservation of Warrant Shares.  The Company  has reserved and will  keep
        -----------------------------
available,  out  of the authorized and unissued shares of Common Stock, the full
number  of  shares  sufficient  to  provide  for  the  exercise of the rights of
purchase  represented  by  this  Warrant.

4.5     Registration Rights. If Holder exercises this Warrant and purchases some
        -------------------
or  all  of  the  Shares, Holder shall have the Registration Rights set forth in
that  certain  Registration  Rights  Agreement  executed concurrently therewith.

                                    ARTICLE 5
                  REPRESENTATIONS AND COVENANTS OF THE HOLDER
                  -------------------------------------------

5.1     Private  Issue.  Holder  understands  (i)  that the Shares issuable upon
        --------------
exercise  of  Holder's  rights contained in the Warrant are not registered under
the  Act  or qualified under applicable state securities laws on the ground that
the  issuance  contemplated  by the Warrant will be exempt from the registration
and qualifications requirements thereof, and (ii) that the Company's reliance on
such  exemption  is  predicated  on  Holder's  representations set forth in this
Article  5.

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

5.3     Risk of No Registration.  Holder  understands  that  if the Company does
        -----------------------
not  register with the Securities and Exchange Commission pursuant to Section 12
of  the  Act,  or  file  reports  pursuant  to  Section 15(d), of the Securities
Exchange  Act  of 1934 (the "1934 Act"), or if a registration statement covering
the  securities  under  the Act is not in effect when it desires to sell (i) the
right  to  purchase  Shares pursuant to the Warrant, or (ii) the Shares issuable
upon  exercise  of  the  right  to  purchase,  it  may  be required to hold such
securities  for  an  indefinite  period.

5.4     Accredited Investor.  Holder  is  an "accredited investor," as such term
        -------------------
is defined in Regulation D promulgated pursuant to the Act.

                                    ARTICLE 6
                                  MISCELLANEOUS
                                  -------------

6.1     Term.  This Warrant is exercisable, in whole or in part, at any time and
        ----
from  time  to  time  on  or  after  the  Conversion  Date  and on or before the
Expiration  Date  set  forth  above.

6.2     Compliance  with  Securities  Laws on Transfer.  This Warrant may not be
        ----------------------------------------------
transferred  or  assigned in whole or in part without compliance with applicable
federal  and  state  securities  laws  by  the  transferor  and  the  transferee
(including,  without  limitation,  the  delivery  of  investment  representation
letters and legal opinions reasonably satisfactory to the Company, as reasonably
requested  by  the  Company). The Company shall not require Holder to provide an
opinion  of  counsel  if  the  transfer  is  to  an  affiliate  of  Holder.

6.3     Transfer  Procedure.  Holder shall have the right without the consent of
        ------------------
the  Company  to  transfer  or  assign  in whole or in part this Warrant and the
Shares  issuable  upon exercise of this Warrant. Holder agrees that unless there
is  in  effect  a  registration  statement  under  the Act covering the proposed
transfer of all or part of this Warrant, prior to any such proposed transfer the
Holder  shall  give written notice thereof to the Company (a "Transfer Notice").
Each Transfer Notice shall describe the manner and circumstances of the proposed
transfer  in  reasonable  detail  and,  if  the  company  so  requests, shall be
accompanied by an opinion of legal counsel, in a form reasonably satisfactory to
the  Company,  to  the effect that the proposed transfer may be effected without
registration  under the Act; provided that the Company will not require opinions
of  counsel  for  transactions  involving transfers to affiliates or pursuant to
Rule  144  promulgated  by the Securities and Exchange Commission under the act,
except  in  unusual  circumstances.

6.4     Notices, etc. All notices and other communications required or permitted
        ------------
hereunder  shall  be  in  writing  and shall be delivered personally, or sent by
telecopier  machine or by a nationally recognized overnight courier service, and
shall  be deemed given when so delivered personally, or by telecopier machine or
overnight  courier  service  as  follows:


if  to  the  Company,  to:

Invicta  Group  Inc.
9553  Harding  Avenue,  Suite  301
Miami  Beach,  FL  33154
Telephone:     305-866-6525
Facsimile:


if  to  the  Holder,  to:

Golden  Gate  Investors,  Inc.
7817  Herschel  Avenue,  Suite  200
La  Jolla,  CA  92037
Telephone:     858-551-8789
Facsimile:     858-551-8779

or at such other address as the Company shall have furnished to the Holder. Each
such  notice  or other communication shall for all purposes of this agreement be
treated  as  effective  or  having  been  given  when  delivered  if  delivered
personally,  or,  if  sent  by  mail, at the earlier of its receipt or five days
after  the  same has been deposited in a regularly maintained receptacle for the
deposit  of  the  United  States  mail,  addressed  and  mailed  as  aforesaid.

6.5     Counterparts.  This  agreement  may  be  executed  in  any  number  of
        ------------
counterparts,  each  of  which shall be enforceable against the parties actually
executing  such  counterparts,  and  all  of which together shall constitute one
instrument.  Facsimile  execution  shall  be  deemed  originals.

6.6     Waiver.  This  Warrant  and  any  term  hereof  may  be changed, waived,
        ------
discharged  or  terminated  only by an instrument in writing signed by the party
against  which  enforcement  of such change, waiver, discharge or termination is
sought.

6.7     Attorneys  Fees.  In  the  event  of  any  dispute  between the  parties
        ---------------
concerning  the  terms  and  provisions of this Warrant, the party prevailing in
such  dispute  shall  be  entitled  to  collect  from  the other party all costs
incurred  in  such  dispute,  including  reasonable  attorneys  fees.

6.8     Governing Law; Jurisdiction.  This Warrant  shall  be  governed  by  and
        ---------------------------
construed in accordance with the laws of the State of California, without giving
effect  to its principles regarding conflicts of law. Each of the parties hereto
consents to the jurisdiction of the federal courts whose districts encompass any
part  of  the  City  of San Diego or the state courts of the State of California
sitting  in  the  City of San Diego 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.

6.9     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 transactions 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  penalties  assessable  herein,  to  an injunction or
injunctions  restraining, preventing or curing any breach of this Warrant and to
enforce  specifically  the terms and provisions hereof, without the necessity of
showing  economic  loss  and  without any bond or other security being required.


     IN  WITNESS  WHEREOF,  the  parties hereto have duly caused this Warrant to
Purchase  Common  Stock  to  be  executed  and delivered on the date first above
written.

Invicta Group Inc.                         Golden Gate Investors, Inc.
By:    __________________________          By:    _________________________

Title: __________________________          Title: _________________________

<PAGE>

                                   APPENDIX 1
                           WARRANT NOTICE OF EXERCISE
                           --------------------------

1.   The  undersigned hereby elects to purchase _____ shares of the Common Stock
     of  Invicta  Group  Inc.  pursuant  to the terms of the Warrant to Purchase
     Common  Stock  issued  by  Invicta  Group  Inc.  on  April  ___,  2004.
2.   Please  issue a certificate or certificates representing said shares in the
     name  of  the  undersigned  or  in  such  other name as is specified below:

                              _____________________

                              _____________________

                              _____________________
                               (Name and Address)

3.   The  undersigned  makes  the  representations  and  covenants  set forth in
     Article  5  of  the  Warrant  to  Purchase  Common  Stock.

___________________________
(Signature)
___________________________
(Date)