EXHIBIT
      10.12

     

    THE
      SECURITIES REPRESENTED BY THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED
      UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS,
      AND
      MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR
      OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (I) AN EFFECTIVE REGISTRATION
      STATEMENT UNDER THE SECURITIES ACT, (II) TO THE EXTENT APPLICABLE,
      RULE 144 UNDER THE SECURITIES ACT (OR ANY SIMILAR RULE UNDER THE SECURITIES
      ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (III) AN OPINION
      OF
      COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL TO THE
      ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT IS
      AVAILABLE.

     

    MEDI-HUT
      CO., INC.

     

    WARRANT
      CERTIFICATE

    Common
      Stock, par value $.001 per share

     

    
      	
              Date
                of Issue: July 24, 2003

            	
              Warrant
                to Purchase

            
	 	
              200,000
                Shares

            
	 	 


    

    THIS
      CERTIFIES THAT,
      for
      value received, Sal Badalamenti, or his beneficiaries or assigns, is entitled,
      subject to the provisions of this Warrant Certificate (this “Warrant”), to
      purchase an aggregate of 200,000 shares of common stock, par value $.001 per
      share (“Common
      Stock”),
      of
      Medi-Hut Co., Inc. (the “Company”).
      

     

    The
      number of shares of the Common Stock to be received upon the exercise of this
      Warrant and the payment of the Underlying Share Purchase Price (as hereinafter
      defined) therefor are subject to adjustment from time-to-time as hereinafter
      set
      forth. 

     

    SECTION
      1.  Definitions.The
      following terms as used in this Warrant shall have the meanings set forth
      below:

     

    (a)    “Assignment
      Form” means the form attached hereto as Exhibit A.

     

    (b)    “Affiliate”
      means, with respect to any Person, any other Person directly or indirectly
      controlling (including but not limited to all directors and officers of such
      Person), controlled by, or under direct or indirect common control with such
      Person. For purposes of this definition, “controlling” (including with its
      correlative meanings, the terms “controlled by” and “under common control with”)
      as used with respect to any Person shall mean the possession, directly or
      indirectly, of the power (i) to vote or direct the vote of ten percent (10%)
      or
      more of the securities having ordinary voting power of a corporation or other
      business entity, or (ii) to direct or cause the direction of the management
      and
      policies of a corporation or other business entity, whether through the
      ownership of securities, by contract of otherwise.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (c)    “Associate”
      means, with respect to any Person, (i) a corporation or organization (other
      than
      the Company or a Subsidiary of the Company) of which such Person is an officer
      or partner or is, directly or indirectly, the beneficial owner of ten percent
      (10%) or more of any class of equity securities, (ii) any trust or other estate
      in which such Person has a substantial beneficial interest or as to which such
      Person serves as trustee or in a similar capacity, (iii) any relative or spouse
      of such Person, or (iv) any relative of such spouse who has the same home as
      such Person or who is a director or officer of the Company or any of its
      Subsidiaries.

     

    (d)    “Business
      Day” means any day other than a Saturday, a Sunday or a day on which banks are
      required or permitted to be closed in the State of New Jersey.

     

    (e)    “Cashless
      Exercise” shall have the meaning set forth in Section 2(e) hereof.

     

    (f)    “Cashless
      Exercise Form” means the form attached hereto as Exhibit B.

     

    (g)    “Change
      of Control” shall have the meaning set forth in Section 4(d)(i)
      hereof.

     

    (h)    “Common
      Stock” shall have the meaning set forth in the introductory
      paragraph.

     

    (i)    “Company”
      shall have the meaning set forth in the introductory paragraph, or any successor
      thereof.

     

    (j)    “Convertible
      Securities” shall have the meaning set forth in Section 4(b)(i)
      hereof.

     

    (k)    “Exchange
      Act” means the Securities Exchange Act of 1934, as amended.

     

    (l)    “Excluded
      Securities” means (i) the issuance by the Company of shares of its capital stock
      (A) offered to the public pursuant to a public offering, (B) in connection
      with
      any dividend or distribution to the holders of Common Stock, (C) upon exercise
      of any Options issued pursuant to any employee stock option or executive
      incentive ownership plan approved by a majority of the Board of Directors of
      the
      Company, (D) any shares of capital stock issued in connection with any stock
      splits, reclassifications, recapitalizations or similar events, or (E) any
      shares of capital stock issued in connection with any acquisition of another
      company or technology rights, or (ii) the grant by the Company of any Options
      pursuant to any of the plans referred to in clause (i)(C) above.

     

    (m)    “Exercise
      Date” shall mean any date on which the Company shall have received (i) this
      Warrant, together with a Subscription Form or Cashless Exercise Form duly
      executed by the Warrant Holder, or his, her or its attorney-in-fact duly
      authorized in writing, and (ii) if other than a Cashless Exercise, payment
      in
      cash, or by check made payable to the Company, of an amount in lawful money
      of
      the United States of America equal to the Underlying Share Purchase Price,
      plus
      transfer taxes, if any.

     

    (n)    “Independent
      Investment Bank” means any investment bank or valuation firm chosen by the
      Company and approved by a majority of the Board of Directors of the
      Company.

     

    (o)    “Issuance
      Date” means July 24, 2003.

     

    
      
         

      

      
        -2-

        
          

        

      

      
         

      

    

     

    (p)    “Market
      Price” means, as to any security, the average of the closing prices of such
      security’s sales on all domestic securities markets on which such security may
      at the time be listed, or, if there have been no sales on any such exchange
      on
      any day, the average of the highest bid and lowest asked prices on all such
      markets at the end of such day, or, if on any day such security is not so
      listed, the average of the representative bid and asked prices quoted on the
      OTC
      Bulletin Board as of 4:00 P.M., New York time, on such day, or, if on any day
      such security is not quoted on the OTC Bulletin Board, the average of the
      highest bid and lowest asked prices on such day in the domestic over-the-counter
      market as reported by the National Quotation Bureau, Incorporated, or any
      similar successor organization; in each such case averaged over a period of
      ten
      (10) days immediately preceding the day as of which “Market Price” is being
      determined. If at any time such security is not listed on any domestic
      securities exchange or quoted on the OTC Bulletin Board or other domestic
      over-the-counter market, the “Market Price” shall be the fair value thereof as
      determined in good faith by a majority of the Company’s Board of Directors
      (determined without giving effect to any discount for minority interest, any
      restrictions on transferability or any lack of liquidity of the Common Stock
      or
      to the fact that the Company has no class of equity registered under the
      Securities Act), such fair value to be determined by reference to the price
      that
      would be paid between a fully informed buyer and seller under no compulsion
      to
      buy or sell; provided,
      however,
      (i) in
      the event that the Warrant Holder reasonably disagrees with the determination
      of
      the fair value by a majority of the Board of Directors of the Company, or (ii)
      if such fair value is being determined in connection with an issuance of
      securities solely to one or more Affiliates of the Company, then in each such
      case the fair value shall be determined by an Independent Investment Bank and
      the determination of such Independent Investment Bank shall be final and binding
      on the Company and the Warrant Holder.

     

    (q)    “NASDAQ”
      means the National Association of Securities Dealers Automated Quotation
      System.

     

    (r)    “Options”
      shall have the meaning set forth in Section 4(b)(i) hereof.

     

    (s)    “Permitted
      Issuance” means the issuance by the Company of (i) shares of Common Stock (A)
      offered to the public pursuant to a public offering, (B) upon conversion of
      any
      of the convertible securities issued by the Company and outstanding as of the
      Issuance Date, (C) in connection with any dividend or distribution to the
      holders of Common Stock, (D) upon exercise of any Options outstanding prior
      to
      the Issuance Date or thereafter issued pursuant to any stock option or warrants
      or pursuant to employee stock option or executive incentive ownership plans
      approved by a majority of the Board of Directors of the Company, or (E) issued
      in connection with any stock splits, reclassifications, recapitalizations or
      similar events, or (ii) any Options issued pursuant to any of the plans referred
      to in clause (i)(D) above.

     

    (t)    “Person”
      means an individual, partnership, corporation, limited liability company, trust,
      unincorporated organization, joint venture, agency, government or political
      subdivision thereof, or any other entity of any kind.

     

    (u)    “
      Registrable Securities” means (i) the Underlying Shares, and (ii) any securities
      issued or issuable with respect to Common Stock by the way of a stock dividend
      or stock split or in connection with a combination or reorganization or
      otherwise.

     

    
      
         

      

      
        -3-

        
          

        

      

      
         

      

    

     

    (v)    “Registration
      Statement” shall have the meaning set forth in Section 6(a) hereof.

     

    (w)    “SEC”
      means the Securities and Exchange Commission.

     

    (x)    “SEC
      Reports” shall have the meaning set forth in Section 3(b) hereof.

     

    (y)    “Securities
      Act” means the Securities Act of 1933, as amended.

     

    (z)    “Subscription
      Form” means the form attached hereto as Exhibit C.

     

    (aa)    “Subsidiary”
      means, with respect to the Company, any corporation of which an aggregate of
      fifty percent (50%) or more of the outstanding capital stock having ordinary
      voting power to elect a majority of the board of directors of such corporation
      (irrespective of whether, at the time, capital stock of any other class or
      classes of such corporation shall have or might have voting power by reason
      of
      the happening of any contingency) is at the time, directly or indirectly, owned
      by the Company and/or one or more Subsidiaries of the Company.

     

    (bb)    “Transfer
      Agent” means the Company or any firm engaged to act as the transfer agent for
      the Company’s Common Stock.

     

    (cc)    “Underlying
      Share Expiration Date” means the last date on which this Warrant may be
      exercised, which shall be 5:00 p.m., New York City time, on the day before
      the
      date which is five (5) years from the Issuance Date, or if such expiration
      date
      is not a Business Day, at or before 5:00 p.m. New York City time
      on
      the next following Business Day.

     

    (dd)    “Underlying
      Share Purchase Price” shall mean the purchase price to be paid upon the exercise
      of this Warrant with respect to the Underlying Shares in accordance with the
      terms hereof, which price shall be $.26 per Underlying Share, subject to
      adjustment from time to time pursuant to the provisions of Section 4
      hereof.

     

    (ee)    “Underlying
      Shares” means the 200,000 shares of Common Stock that are the subject of this
      Warrant, subject to adjustment from time to time as provided
      herein.

     

    (ff)    “Warrant”
      shall have the meaning set forth in the introductory paragraph.

     

    (gg)    “Warrant
      Holder” means a person or entity in whose name this Warrant shall be either
      initially or subsequently registered upon the books to be maintained by the
      Company for such purpose, and “Warrant Holders” means, collectively, the Warrant
      Holder and all other persons or entities in whose name this Warrant shall be
      either initially or subsequently registered upon the books to be maintained
      by
      the Company for such purpose.

     

    SECTION
      2.  Duration,
      Vesting, Expiration and Exercise.

     

    (a)    Duration.
      This
      Warrant may be exercised from time to time, upon the terms and subject to the
      conditions set forth herein, at any time on or before the Underlying Share
      Expiration Date. If this Warrant is not exercised in accordance with the terms
      hereof on or before the Underlying Share Expiration Date, the Warrant Holder
      shall no longer be entitled to purchase the Underlying Shares and all rights
      hereunder to purchase such Underlying Shares shall thereupon cease.

     

    
      
         

      

      
        -4-

        
          

        

      

      
         

      

    

     

    (b)    Vesting.
      This
      Warrant shall vest as follows:

     

    (i)    66,666
      of
      the Underlying Shares shall be eligible for purchase on and after the Issuance
      Date; 

     

    (ii)    another
      66,666 of the Underlying Shares shall become eligible for purchase on and after
      the first anniversary of the Issuance Date; and 

     

    (iii)    the
      remainder of the Underlying Shares, totaling 66,668, shall become eligible
      for
      purchase on and after the second anniversary of the Issuance Date.

     

    In
      the
      event a Change of Control occurs, this Warrant shall become fully vested as
      of
      ten (10) days prior to the effective date of the Change of Control.

     

    (c)    Expiration.
      Any
      Underlying Shares not vested upon the effective date of the Warrant Holder’s
      resignation or removal from the Board of Directors of the Company, shall
      automatically expire on such date and be of no further force and
      effect.

     

    (d)    Exercise.

     

    (i)    A
      Warrant
      Holder may exercise this Warrant, in whole or in part, to purchase the vested
      Underlying Shares in such amounts as may be elected upon surrender of this
      Warrant, together with a duly executed Subscription Form, to the Company at
      its
      corporate office, together with the full Underlying Share Purchase Price for
      each Underlying Share to be purchased, in lawful money of the United States,
      or
      by check payable in United States dollars to the order of the Company and upon
      compliance with and subject to the conditions set forth herein.

     

    (ii)    Upon
      receipt of this Warrant, together with a duly executed Subscription Form, and
      accompanied by payment of the Underlying Share Purchase Price for the number
      of
      vested Underlying Shares for which this Warrant is then being exercised, the
      Company shall, subject to Section 7(b) hereof, cause to be issued and delivered
      promptly, but in no event later than the third Business Day after the date
      on
      which the Company receives this Warrant, the Subscription Form and the
      Underlying Share Purchase Price, to the Warrant Holder certificates for such
      shares of Common Stock in such denominations as are requested by the Warrant
      Holder in the Subscription Form.

     

    (iii)    In
      case a
      Warrant Holder shall exercise this Warrant with respect to less than all of
      the
      Underlying Shares, the Company will execute a new Warrant, which shall be
      exercisable for the balance of the Underlying Shares that may be purchased
      upon
      exercise of the unexercised portion of this Warrant and shall deliver such
      new
      Warrant to the Warrant Holder. 

     

    (iv)    This
      Warrant shall be deemed to have been exercised immediately prior to the close
      of
      business on the Exercise Date, and the Person entitled to receive the vested
      Underlying Shares and any new Warrant representing the unexercised portion
      of
      this Warrant deliverable upon such exercise shall be treated for all purposes
      as
      the holder of such Underlying Shares and new Warrant, respectively, as of the
      close of business on the Exercise Date.

     

    
      
         

      

      
        -5-

        
          

        

      

      
         

      

    

     

    (v)    The
      Company covenants and agrees that it will pay when due and payable any and
      all
      taxes that may be payable in respect of the issue of this Warrant or the issue
      of any vested Underlying Shares. The Company shall not, however, be required
      to
      pay any tax that may be payable in respect of any transfer by the Warrant Holder
      of this Warrant or any Underlying Shares to any person or entity at the time
      of
      surrender. Until the payment of the tax referred to in the previous sentence
      and
      the presentation to the Company by the Warrant Holder of reasonable proof of
      such payment, the Company shall not be required to issue Underlying Shares
      or a
      new Warrant representing the unexercised portion of this Warrant to any
      transferee.

     

    (e)    Cashless
      Exercise.
      In lieu
      of payment of the Underlying Share Purchase Price, a Warrant Holder may exercise
      this Warrant, in whole or in part, by presentation and surrender of this Warrant
      to the Company, together with a duly executed Cashless Exercise Form (or a
      reasonable facsimile thereof) (a “Cashless
      Exercise”);
      provided,
      however,
      that a
      Cashless Exercise will only be accounted by the Company if the Company’s Common
      Stock has been trading in a public market for at least thirty (30) continuous
      days prior to the date of such exercise. Acceptance by the Company of such
      presentation and surrender shall be deemed a waiver of the Warrant Holder’s
      obligation to pay all or any portion of the Underlying Share Purchase Price
      in
      cash, as the case may be. In the event of a Cashless Exercise, the Warrant
      Holder shall exchange this Warrant for that number of shares of Common Stock
      determined by multiplying the number of shares of Common Stock for which this
      Warrant is being exercised 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 Underlying Share Purchase Price, and the denominator of which shall
      be
      the then current Market Price per share of Common Stock.

     

    SECTION
      3.  Covenants.

     

    (a)    Issuance
      and Sale of Underlying Shares.
      The
      Company covenants that it will at all times reserve and keep available, free
      from preemptive rights, out of its authorized Common Stock, solely for the
      purpose of issuance upon exercise of this Warrant, such number of shares of
      Common Stock as shall equal the aggregate number of the Underlying Shares.
      The
      Company covenants that all shares of Common Stock that shall be issuable upon
      exercise of this Warrant shall, at the time of delivery, and, subject to Section
      2(d) hereof, upon receipt by the Company of the Underlying Share Purchase Price,
      be duly and validly issued, fully paid, nonassessable and free from all taxes,
      liens and charges with respect to the issue thereof (other than those which
      the
      Company shall promptly pay or discharge).

     

    The
      Transfer Agent for the Common Stock will be irrevocably authorized and directed
      at all times to reserve such number of authorized shares of Common Stock as
      shall be required for such purpose. The Company will keep a copy of this Warrant
      on file with the Transfer Agent, if such agent is other than the Company. The
      Company will supply such Transfer Agent with duly executed certificates for
      such
      purpose and will provide or otherwise make available any cash which may be
      payable as provided in Section 7(b) hereof. The Company will furnish such
      Transfer Agent with a copy of all notices of adjustments and certificates
      related thereto transmitted to the Warrant Holder pursuant to Section 4(j)
      hereof.

     

    
      
         

      

      
        -6-

        
          

        

      

      
         

      

    

     

    (b)    SEC
      Reports.
      For so
      long as this Warrant remains outstanding, the Company shall cause copies of
      all
      of the information, documents and other reports (or copies of such portions
      of
      any of the foregoing as the SEC may by rules and regulations prescribe) which
      the Company is required to file with the SEC pursuant to Section 13
      or
      15(d) of the Exchange Act (“SEC
      Reports”)
      to be
      mailed to the Warrant Holder at the address set forth or as provided herein,
      in
      each case, within fifteen (15) days of filing with the SEC. 

     

    (c)    Restrictive
      Legend.
      Each
      certificate evidencing shares of Common Stock issued to the Warrant Holder
      following the exercise of this Warrant shall bear the following restrictive
      legend until such time as the transfer of such security is not restricted under
      the federal securities laws:

     

    THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS,
      AND MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR
      OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (I) AN EFFECTIVE REGISTRATION
      STATEMENT UNDER THE ACT, (II) TO THE EXTENT APPLICABLE, RULE 144
      UNDER
      THE ACT (OR ANY SIMILAR RULE UNDER THE ACT RELATING TO THE DISPOSITION OF
      SECURITIES), OR (III) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE
      REASONABLY SATISFACTORY TO COUNSEL TO THE ISSUER, THAT AN EXEMPTION FROM
      REGISTRATION UNDER SUCH ACT IS AVAILABLE.

     

    SECTION
      4.  Adjustment
      of Underlying Share Purchase Price and Number of Underlying
      Shares.
      The
      number of Underlying Shares purchasable upon the exercise of this Warrant and
      the payment of the Underlying Share Purchase Price shall be subject to
      adjustment from time to time as follows:

     

    (a)    Issuance
      or Sale of Securities.
      If in
      any calendar quarter the Company issues or sells, or in accordance with
      subsection (b) below is deemed to have issued or sold, any shares of Common
      Stock of the Company (including options, warrants or other securities
      convertible or exercisable into shares of Common Stock) in excess of 0.5% of
      the
      number of shares of Common Stock then outstanding (other than pursuant to a
      Permitted Issuance) for a consideration per share less than Underlying Share
      Purchase Price in effect immediately prior to the time of such issuance or
      sale,
      then immediately upon such issuance or sale, the Underlying Share Purchase
      Price
      shall be reduced to a price equal to the price or deemed price per share of
      Common Stock issued or sold in such issuance or sale.

     

    (b)    Effect
      on Underlying Share Purchase Price of Certain Events.
      For
      purposes of determining the adjusted Underlying Share Purchase Price under
      Section 4(a), the following shall be applicable:

     

    
      
         

      

      
        -7-

        
          

        

      

      
         

      

    

     

    (i)    Issuance
      of Rights or Options.
      If the
      Company in any manner grants any rights or options to subscribe for or to
      purchase Common Stock or any stock or other securities convertible into or
      exchangeable for Common Stock (such rights or options being herein called
“Options”
      and
      such convertible or exchangeable stock or securities being herein called
“Convertible
      Securities”)
      and
      the price per share for which Common Stock is issuable upon the exercise of
      such
      Options or upon conversion or exchange of such Convertible Securities is less
      than the Underlying Share Purchase Price in effect immediately prior to the
      time
      of such issuance or sale, then the total maximum number of shares of Common
      Stock issuable upon the exercise of such Options or upon conversion or exchange
      of such Convertible Securities shall be deemed to be outstanding and to have
      been issued and sold by the Company for such price per share, unless the
      issuance of such shares of Common Stock upon such exercise, conversion or
      exchange constitutes a Permitted Issuance. 

     

    For
      purposes of this paragraph (b)(i), the “price per share for which Common Stock
      is issuable upon exercise of such Options or upon conversion or exchange of
      such
      Convertible Securities” is determined by dividing (x) the total amount, if any,
      received or to be received by the Company as consideration for the granting
      of
      all such Options, plus the minimum aggregate amount of additional consideration
      payable to the Company upon the exercise of all such Options, plus in the case
      of such Options which relate to Convertible Securities, the minimum aggregate
      amount of additional consideration, if any, payable to the Company upon the
      issuance or sale of such Convertible Securities and the conversion or exchange
      thereof, by (y) the total number of shares of Common Stock issuable upon
      exercise of all such Options or upon the conversion or exchange of all such
      Convertible Securities issuable upon the exercise of such Options.

     

    (ii)    Issuance
      of Convertible Securities.
      If the
      Company in any manner issues or sells any Convertible Securities and the “price
      per share of which Common Stock is issuable upon such conversion or exchange” is
      less than the Underlying Share Purchase Price in effect immediately prior to
      the
      time of such issuance or sale, then the maximum number of shares of Common
      Stock
      issuable upon conversion or exchange of such Convertible Securities shall be
      deemed to be outstanding and to have been issued and sold by the Company for
      such price per share, unless the issuance of such shares of Common Stock upon
      such exercise, conversion or exchange constitutes a Permitted Issuance. For
      the
      purposes of this paragraph, the “price per share for which Common Stock is
      issuable upon such conversion or exchange” is determined by dividing (x) the
      total amount received or to be received 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, by (y) the total maximum number of shares of
      Common Stock issuable upon the conversion or exchange of all such Convertible
      Securities.

     

    (iii)    Change
      in Option Price or Underlying Share Purchase Price.
      If the
      purchase price provided for in any Options, the additional consideration, if
      any, payable upon the issue, conversion or exchange of any Convertible
      Securities, or the rate at which any Convertible Securities are convertible
      into
      or exchangeable for Common Stock changes at any time, the Underlying Share
      Purchase Price in effect at the time of such change shall be readjusted to
      the
      Underlying Share Purchase Price which would have been in effect at such time
      had
      such Options or Convertible Securities still outstanding provided for such
      changed purchase price, additional consideration or changed conversion rate,
      as
      the case may be, at the time initially granted, issued or sold.

     

    
      
         

      

      
        -8-

        
          

        

      

      
         

      

    

     

    (iv)    Treatment
      of Expired Options and Unexercised Convertible Securities.
      Upon
      the expiration of any Option or the termination of any right to convert or
      exchange any Convertible Securities without the exercise of such Option or
      right, the Underlying Share Purchase Price then in effect shall be adjusted
      to
      the Underlying Share Purchase Price which would have been in effect at the
      time
      of such expiration or termination had such Option or Convertible Securities
      never been issued.

     

    (v)    Calculation
      of Consideration Received.
      If any
      Common Stock, Options or Convertible Securities are issued or sold or deemed
      to
      have been issued or sold for cash, the consideration received therefor shall
      be
      deemed to be the net amount payable by the purchaser or purchasers thereof
      after
      deducting underwriting discounts, commissions or other expenses of sale. In
      case
      any Common Stock, Options or Convertible Securities are issued or sold for
      a
      consideration other than cash, the amount of the consideration other than cash
      received by the Company shall 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 shall be the Market Price thereof as
      of
      the date of receipt. In case any Common Stock, Options or Convertible Securities
      are issued to the owners of the non-surviving entity in connection with any
      merger in which the Company is the surviving entity, the amount of consideration
      therefor shall be deemed to be the fair value of such portion of the net assets
      and business of the non-surviving entity 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 shall be determined by a
      majority of the Company’s Board of Directors in good faith exercise of their
      business judgment; provided,
      however,
      that in
      the event that the Warrant Holder reasonably disagrees with such determination
      and so notifies the Company in writing, the Company shall promptly retain an
      Independent Investment Bank to determine such fair value, which determination
      shall be final and binding on the Company and the Warrant Holder.

     

    (vi)    Integrated
      Transactions.
      In case
      any Option is issued in connection with the issue or sale of other securities
      of
      the Company, together comprising one integrated transaction in which no specific
      consideration is allocated to such Option by the parties thereto, the Option
      shall be deemed to have been issued for no consideration.

     

    (c)    Adjustment
      for Stock Splits and Combinations.
      If the
      Company at any time or from time to time after the date of this Warrant shall
      effect a subdivision of the outstanding Common Stock or combines the outstanding
      shares of Common Stock, then, in each such case, the Underlying Share Purchase
      Price in effect immediately prior to such event shall be adjusted so that the
      Warrant Holder shall have the right to purchase the number of shares of Common
      Stock which he, she or it would have had the right to purchase after the event
      had such shares of Common Stock been purchased immediately prior to the
      occurrence of such event. Any adjustment under this Section 4(c) shall become
      effective as of the date and time such subdivision or combination becomes
      effective.

     

    
      
         

      

      
        -9-

        
          

        

      

      
         

      

    

     

    (d)    Reorganization,
      Reclassification, Consolidation, Merger or Sale.

     

    (i)    Any
      recapitalization, reorganization, reclassification, consolidation, merger,
      sale
      of all or substantially all of the Company’s assets to another Person and any
      transaction which is effected in such a way that holders of more than fifty
      percent (50%) of the shares of Common Stock then outstanding are entitled to
      receive (either directly or upon subsequent liquidation) stock, securities
      or
      assets of another Person with respect to or in exchange for Common Stock is
      referred to herein as a “Change
      of Control.”

     

    (ii)    Prior
      to
      the consummation of any Change of Control, the Company shall make appropriate
      provisions, in form and substance reasonably satisfactory to the Warrant Holder,
      to insure that the Warrant Holder shall thereafter have the right to acquire
      and
      receive in lieu of or in addition to (as the case may be) the shares of Common
      Stock immediately theretofore acquirable and receivable upon the exercise of
      such Warrant Holder’s rights under this Warrant to purchase such shares of
      Common Stock or other securities as may be issuable or payable with respect
      to
      or in exchange for the number of shares of Common Stock immediately theretofore
      acquirable and receivable upon the exercise of such Warrant Holder’s rights, had
      such Change of Control not taken place. In any such case, the Company shall
      make
      appropriate provisions, in form and substance reasonably satisfactory to the
      Warrant Holder, with respect to such Warrant Holder’s rights and interests to
      insure that the provisions hereof shall thereafter be applicable to this Warrant
      (including, in the case of any such consolidation, merger or sale in which
      the
      successor entity or purchasing entity is other than the Company, an immediate
      adjustment of the Underlying Share Purchase Price to reflect the value for
      the
      Common Stock reflected by the terms of such consolidation, merger or sale,
      if
      the value so reflected is less than the Underlying Share Purchase Price in
      effect immediately prior to such consolidation, merger or sale).

     

    (iii)    The
      Company shall not effect any such Change of Control unless prior to the
      consummation thereof, the successor entity (if other than the Company) resulting
      from such consolidation or merger or the corporation or other entity purchasing
      such assets assumes by written instrument (which may be the agreement of
      consolidation, merger or sale), in form and substance reasonably satisfactory
      to
      the Warrant Holder, the obligation to deliver to the Warrant Holder such shares
      of stock, securities or assets as, in accordance with the foregoing provisions,
      the Warrant Holder may be entitled to acquire.

     

    (e)    Certain
      Events.
      If, at
      any time or from time to time after the date of this Warrant, any event occurs
      of the type contemplated by the provisions of this Section 4 but not expressly
      provided for by such provisions (including, without limitation, the granting
      of
      stock appreciation rights, phantom stock rights or other rights having equity
      or
      similar features but excluding any Permitted Issuance), then a majority of
      the
      Company’s Board of Directors shall make an appropriate adjustment in the
      Underlying Share Purchase Price so as to protect the rights of the Warrant
      Holder; provided that no such adjustment shall increase the Underlying Share
      Purchase Price as otherwise determined pursuant to Section 4.

     

    (f)    No
      Impairment.
      The
      Company will not, through any reorganization, recapitalization, 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 hereunder by the
      Company.

     

    
      
         

      

      
        -10-

        
          

        

      

      
         

      

    

     

    (g)    Record
      Date.
      If the
      Company takes a record of the holders of Common Stock for the purpose of
      entitling them (i) to receive a dividend or other distribution payable in Common
      Stock, Options or in Convertible Securities, or (ii) to subscribe for or
      purchase Common Stock, Options or Convertible Securities, then such record
      date
      shall be deemed to be the date of the issue or sale of the shares of Common
      Stock deemed to have been issued or sold upon the declaration of such dividend
      or the making of such other distribution or the date of the granting of such
      right of subscription or purchase, as the case may be.

     

    (h)    Actions
      to Maintain Underlying Share Purchase Price Above Par Value.
      Before
      taking any action which would cause an adjustment in the Underlying Share
      Purchase Price such that, upon exercise of this Warrant, shares of Common Stock
      with par value, if any, would be deemed to be issued below the then par value
      of
      the Common Stock, the Company will take any corporate action which may, in
      the
      opinion of its counsel, be reasonable necessary in order that the Company may
      validly and legally issue fully paid and nonassessable shares of Common Stock
      at
      the Underlying Share Purchase Price as so adjusted.

     

    (i)    Certificate
      of Adjustment.
      In any
      case of an adjustment of the number of shares of Common Stock to be purchased
      under this Warrant, an officer of the Company designated by a majority of the
      Board of Directors of the Company shall compute such adjustment in accordance
      with the provisions hereof and prepare and sign a certificate showing such
      adjustment and shall mail such certificate, by first class mail, postage
      prepaid, to the Warrant Holder at the address of the Warrant Holder set forth
      or
      as provided herein. The certificate shall set forth such adjustment showing
      in
      detail the facts upon which such adjustment, including a statement of the number
      of shares of Common Stock and the type and amount, if any, of other property
      which at the time would be received upon the purchase of the Underlying
      Shares.

     

    (j)    Notices
      of Record Date.
      In the
      event of (i) any taking by the Company of a record of the holders of any class
      of securities for the purpose of determining the holders thereof who are
      entitled to receive any dividend or other distribution, (ii) to offer for
      subscription any additional shares of capital stock of any class or series,
      (iii) to effect any reclassification or recapitalization of Common Stock
      outstanding, or (iv) any Change of Control or voluntary or involuntary
      dissolution, liquidation or winding up of the Company, the Company shall mail
      to
      the Warrant Holder, not less than ten (10) days and not more than sixty (60)
      days prior to the date on which the books of the Company shall close, the record
      date specified therein or the effective date thereof as the case may be, a
      notice specifying (A) the material terms and conditions of the proposed action,
      (B) the date on which any such record is to be taken for the purpose of such
      dividend or distribution and a description of such dividend or distribution,
      (C)
      the date on which any such Change in Control, dissolution, liquidation or
      winding up is expected to become effective, and (D) the time, if any, that
      is to
      be fixed, as to when the holders of record of Common Stock (or other securities)
      shall be entitled to exchange their shares of Common Stock (or other securities)
      for securities or other property deliverable upon such Change of Control,
      dissolution, liquidation or winding up.

     

    
      
         

      

      
        -11-

        
          

        

      

      
         

      

    

     

    (k)    Notices.
      Any
      notice required by the provisions of this Section 4 shall be in writing and
      shall be deemed given upon delivery, if delivered personally, or by a recognized
      commercial courier with receipt acknowledged, or upon the expiration of
      seventy-two (72) hours after the same has been deposited in the United States
      mail, by certified or registered mail, return receipt requested, postage
      prepaid, and addressed to the Warrant Holder at his, her or its address set
      forth or as provided herein.

     

    (l)    Closing
      of Books.
      The
      Company will at no time close its transfer books against the transfer of any
      shares of Common Stock issued or issuable upon the purchase of any shares of
      Common Stock under this Warrant in any manner which interferes with the timely
      purchase of such shares of Common Stock.

     

    SECTION
      5.  Dividends.
      In the
      event the Company shall, at any time prior to the earlier to occur of (i) the
      complete exercise of this Warrant, and (ii) the Underlying Share Expiration
      Date, declare or pay to the holders of Common Stock a dividend payable in any
      kind of shares of capital stock of the Company or make any distribution of
      its
      assets to holders of its Common Stock as a liquidation or partial liquidation
      dividend or by way of a return or capital, then, upon the subsequent exercise
      of
      this Warrant, the Warrant Holder shall receive, in addition to shares of Common
      Stock to which he, she or it would otherwise be entitled upon such exercise,
      such additional shares of stock or assets of the Company, which he, she or
      it
      would have been entitled to receive, had he, she or it exercised this Warrant
      into the shares of Common Stock prior to the happening of such dividend or
      distribution.

     

    SECTION
      6.  Registration
      Rights.

     

    (a)    Registration
      of Registrable Securities.
      If, at
      any time after the issuance of this Warrant, the Company shall qualify to use
      a
      registration statement on Form S-8 (the “Registration Statement”) to register
      its Common Stock and Options under the Securities Act, it shall, to the extent
      permitted by law, register under the Securities Act all of the Registrable
      Securities of the Warrant Holder.

     

    (b)    Obligations
      of the Company.
      In
      connection with the registration of the Registrable Securities as contemplated
      by Section 6(a), the Company shall:

     

    (i)    prepare
      the Registration Statement and file it with the SEC, and thereafter use its
      reasonable best efforts to cause the Registration Statement to become
      effective;

     

    (ii)    prepare
      and file with the SEC such amendments (including post-effective amendments)
      and
      supplements to the Registration Statement and the prospectus used in connection
      with the Registration Statement as may be necessary to keep the Registration
      Statement effective; and

     

    (iii)    promptly
      notify the Warrant Holder of the issuance by the SEC of any stop order or other
      suspension of effectiveness of the Registration Statement, and make every
      reasonable effort to obtain the withdrawal of any order suspending the
      effectiveness of the Registration Statement at the earliest possible
      time.

     

    
      
         

      

      
        -12-

        
          

        

      

      
         

      

    

     

    SECTION
      7.  Other
      Provisions Relating to Rights of the Warrant Holder.

     

    (a)    Warrant
      Holder not a Stockholder.
      The
      Warrant Holder, as such, shall not be entitled to vote or receive dividends
      or
      be deemed a holder of Common Stock for any purpose whatsoever, nor shall
      anything contained in this Warrant be construed to confer upon the Warrant
      Holder, as such, any of the rights of a stockholder of the Company, including,
      but not limited to, the right to vote for the election of directors or on any
      other matter, give or withhold consent to any action by the Company (whether
      upon any recapitalization, issue of stock, reclassification of stock,
      consolidation, merger, conveyance or otherwise), receive notice of meetings
      or
      other action affecting stockholders (except for notices provided for in this
      Warrant), receive dividends or subscription rights, or otherwise until this
      Warrant shall have been exercised to purchase Underlying Shares, at which time
      the person or persons in whose name or names the certificate or certificates
      for
      the shares of Common Stock are registered shall be deemed the holder or holders
      of record of such shares of Common Stock for all purposes.

     

    (b)    Fractional
      Shares.
      Anything contained herein to the contrary notwithstanding, the Company shall
      not
      be required to issue any fractional shares of Common Stock in connection with
      the exercise of this Warrant. In any case where the Warrant Holder would, except
      for the provisions of this Section 7(b), be entitled under the terms
      of
      this Warrant to receive a fraction of a share of Common Stock upon the exercise
      of this Warrant, the Company shall, upon the exercise of this Warrant and
      receipt of the Underlying Share Purchase Price, issue the largest number of
      whole shares of Common Stock purchasable upon exercise of this Warrant. The
      Warrant Holder expressly waives his, her or its right to receive a certificate
      of any fraction of a share of Common Stock upon the exercise hereof. However,
      with respect to any fraction of a share of Common Stock called for upon any
      exercise hereof, the Company shall pay to the Warrant Holder an amount in cash
      equal to such fraction multiplied by the Market Price per share of Common
      Stock.

     

    (c)    Absolute
      Owner.
      Prior
      to due presentment for registration of transfer of this Warrant, the Company
      may
      deem and treat the Warrant Holder as the absolute owner of this Warrant for
      the
      purpose of any exercise thereof and for all other purposes and the Company
      shall
      not be affected by any notice to the contrary.

     

    SECTION
      8.  Division,
      Split-Up, Combination, Exchange and Transfer of Warrants

     

    (a)    Request.
      This
      Warrant may be divided, split up, combined or exchanged for other Warrants
      of
      like tenor to purchase a like aggregate number of vested Underlying Shares.
      If
      the Warrant Holder desires to divide, split up, combine or exchange this
      Warrant, he, she or it shall make such request in writing delivered to the
      Company at its corporate offices in Wall, New Jersey, or as otherwise directed
      by the Company in writing, and shall surrender the Warrant to be so divided,
      split up, combined or exchanged at said office; provided,
      however,
      that if
      this Warrant is divided or split up and any resulting Warrant is to be issued
      in
      the name of a person other than the Warrant Holder, the Warrant Holder must
      comply with the provisions of Section 8(b) hereof. Upon any such surrender
      for a
      division, split-up, combination or exchange, the Company shall execute and
      deliver to the Warrant Holder the new Warrants as so requested. The Company
      may
      require the Warrant Holder to pay a sum sufficient to cover any tax,
      governmental or other charge that may be imposed in connection with any
      division, split-up, combination or exchange of this Warrant. Notwithstanding
      the
      foregoing and anything else herein to the contrary, no portion of this Warrant
      may be transferred if it covers shares of Common Stock which have not yet
      vested.

     

    
      
         

      

      
        -13-

        
          

        

      

      
         

      

    

     

    (b)    Assignment;
      Replacement of Warrant.
      This
      Warrant as it relates to vested Underlying Shares may be sold, transferred,
      assigned or hypothecated by the Warrant Holder at any time, in whole or in
      part,
      subject to compliance with federal and state securities laws; provided,
      however,
      the
      Warrant Holder shall provide an opinion of counsel, which opinion shall be
      reasonably satisfactory to counsel to the Company, that the transfer, assignment
      or hypothecation qualifies for an exemption from registration under the
      Securities Act. Any division or assignment permitted of this Warrant shall
      be
      made by surrender by the Warrant Holder of this Warrant to the Company at its
      principal office with the Assignment Form attached as Exhibit A hereto
      duly
      executed, together with funds sufficient to pay any transfer tax. In such event,
      the Company shall, without charge, execute and deliver one or more new Warrants
      in the name of the assignees named in such instrument of assignment and the
      surrendered Warrant shall promptly be canceled; provided however,
      if less
      than all of the Underlying Shares are assigned, the remainder of this Warrant
      will be evidenced by a new 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) 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 or destroyed Warrant shall thereupon
      become void. Notwithstanding the foregoing or anything else herein to the
      contrary, no portion of this Warrant may be assigned if it covers shares of
      Common Stock which have not yet vested.

     

    SECTION
      9.  Other
      Matters.

     

    (a)    Taxes
      and Charges.
      The
      Company will from time to time promptly pay, subject to the provisions of
      paragraph (v) of Section 2(d), all taxes and charges that may be imposed upon
      the Company in respect of the issuance or delivery, but not the transfer, of
      this Warrant or the Underlying Shares.

     

    (b)    Notices.
      Except
      as otherwise provided herein, notice or demand pursuant to this Warrant to
      be
      given or made by the Warrant Holder to or on the Company or by the Company
      to or
      on the Warrant Holder, shall be sufficiently given or made if delivered
      personally or by overnight courier, or sent by registered or certified mail,
      postage prepaid, return receipt requested, or by facsimile transmission,
      electronically confirmed and addressed, until another address is designated
      in
      writing by either the Company or the Warrant Holder, as the case may be, as
      follows:

     

    If
      to the
      Company:

    


    Medi-Hut
      Co., Inc.

    1345
      Campus Parkway

    Wall,
      NJ
      07753

    Attention:
      President and Chief Executive Officer

    Telephone
      No.: (732) 919-2799

    Facsimile
      No.: (732) 919-2798

     

    If
      to the
      Warrant Holder:

     

    Sal
      Badalamenti

    15
      Pheasant Lane

    Scotch
      Plains, NJ 07076

    Telephone
      No.: 908-226-1016

    Facsimile
      No.: 908-754-0386

     

    Except
      as
      otherwise provided herein, notices delivered in accordance with the foregoing
      provisions of this Section 9(b) shall be effective (i) when delivered, if
      delivered personally or by facsimile transmission electronically confirmed,
      (ii)
      one Business Day after being delivered (properly addressed and all fees paid)
      for overnight delivery to a courier (such as Federal Express) which regularly
      provides such service and regularly obtains executed receipts evidencing
      delivery, or (iii) five (5) days after being sent by registered or certified
      mail, postage prepaid, return receipt requested.

     

    (c)    Governing
      Law.
      The
      validity, interpretation and performance of this Warrant shall be governed
      by
      the laws of the State of New Jersey, without giving effect to the conflicts
      of
      laws principles thereof. 

     

    (d)    Exclusive
      Benefit.
      Nothing
      in this Warrant expressed or nothing that may be implied from any of the
      provisions hereof is intended, or shall be construed, to confer upon, or give
      to, any person or corporation other than the Company and the Warrant Holder
      any
      right, remedy or claim hereunder, and all covenants, conditions, stipulations,
      promises and agreements contained in this Warrant shall be for the sole and
      exclusive benefit of such persons and their successors, survivors and permitted
      assigns hereunder. This Warrant is for the benefit of and is enforceable by
      any
      subsequent Warrant Holder.

     

    (e)    Headings.
      The
      article headings herein are for convenience only and are not part of this
      Warrant and shall not affect the interpretation hereof.

     

    *    *    *    *    *

     

    
      
         

      

      
        -14-

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF,
      Medi-Hut Co., Inc. has caused this Warrant to be duly executed and delivered
      as
      of the date first above written.

     

    MEDI-HUT
      CO., INC.

     

     

    By:   /s/
      David
      R. LaVance

    
      
        

      

    

    Name:   
      David
      R.
      LaVance

    Title:     
      President
      and Chief Executive Officer

     

     

    
      
         

      

      
        -15-

        
          

        

      

      
         

      

    

     

    EXHIBIT
      A

     

    ASSIGNMENT
      FORM

     

    For
      value
      received, the undersigned hereby sells, assigns and transfers unto ____________,
      whose address is _________________ and whose social security or other
      identifying number is _______________, this Warrant to purchase
      __________________ vested Underlying Shares, and hereby irrevocably constitutes
      and appoints the Secretary of Medi-Hut Co., Inc. as his, her or its
      attorney-in-fact to transfer the same on the books of the Company with full
      power of substitution and re-substitution. If said number of Underlying Shares
      is less than all of the Underlying Shares purchasable under this Warrant so
      assigned, the undersigned requests that a new Warrant representing the remaining
      Underlying Shares be registered in the name of ________________, whose address
      is ___________________, whose social security or other identifying number is
      _______________________, and that such new Warrant be delivered to
      _____________________, whose address is _____________________.

     

    
       

      Date:____________________

       

      
        
          

        

      

      (Signature)

       

       

       

      
        
          
(Print
          Name)

      

       

    


    
      
         

      

      
        -16-

        
          

        

      

      
         

        
        

      

    



    EXHIBIT
      B

     

    CASHLESS
      EXERCISE FORM

     

    (To
      be
      executed upon exercise of this Warrant pursuant to Section 2(e) of this
      Warrant)

     

    The
      undersigned hereby irrevocably elects to surrender ________ shares purchasable
      under this Warrant being delivered herewith, for such shares of Common Stock
      issuable in exchange therefor pursuant to the Cashless Exercise provisions
      of
      this Warrant, as provided for in Section 2(e) of this Warrant.

     

    Please
      issue a certificate or certificates for ________ shares of Common Stock in
      the
      name of, and pay cash for fractional shares in the name of:

     

     

    (Please
      print name, address, and social security number/tax identification
      number.)

     

     

    and,
      if
      said number of shares of Common Stock shall not be all the shares of Common
      Stock purchasable under this Warrant, that a new Warrant for the balance
      remaining of the shares of Common Stock purchasable under this Warrant be
      registered in the name of the undersigned Warrant Holder or his, her or its
      transferee as below indicated and delivered to the address stated
      below.

     

    
      Dated:____________________

       

      Name
        of
        Warrant Holder

      or
        transferee:

        
          

        

      

      (Please
        Print)

       

      Address:
        
        
          

        

      

       

      Signature:
        
        
          

        

      

       

    

    NOTE:
      Signature must conform to the name of Warrant Holder as specified on the face
      of
      this Warrant or with the name of the transferee appearing in the Assignment
      Form
      attached as Exhibit A to this Warrant.

     


    
      
         

      

      
        -17-

        
          

        

      

      
         

        
        

      

    


    EXHIBIT
      C

     

    SUBSCRIPTION
      FORM

     

    The
      undersigned hereby irrevocably elects to exercise this Warrant, to purchase
      __________ vested Underlying Shares and tenders payment herewith in the amount
      of $_____. The undersigned requests that a certificate for such Underlying
      Shares be registered in the name of __________, whose address is __________
      and
      whose social security or other identifying number is __________, and that such
      Underlying Shares be delivered to __________, whose address is __________.
      If
      said number of Underlying Shares is less than all of the Underlying Shares
      purchasable under this Warrant, the undersigned requests that a new Warrant
      representing the remaining Underlying Shares be registered in the name of
      __________, whose address is __________ and whose social security or other
      identifying number is __________, and that such new Warrant be delivered to
      __________, whose address is __________.

     

    
       

      Date:____________________

       

      
        
          

        

      

      (Signature)

       

       

       

      
        
          
(Print
          Name



      

    

    
      
         

      

        -18-