EXHIBIT
        10.18

       

      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: February 25, 2005

              	
                Warrant
                  to Purchase

              
	 	
                200,000
                  Shares

              
	 	 


      

      THIS
        CERTIFIES THAT,
        for
        value received, John A. Moore, 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 February 25, 2005.

       

      
        
           

        

        
          -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) trading 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 $.03 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)    100,000
        of the Underlying Shares shall be eligible for purchase on and after the
        Issuance Date; and 

       

      (ii)    the
        remainder of the Underlying Shares, totaling 100,000, shall become eligible
        for
        purchase on and after the first 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.

       

      (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. 

       

      
        
           

        

        
          -6-

          
            

          

        

        
           

        

      

       

      (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:

       

      (xxxi)    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. 

       

      
        
           

        

        
          -7-

          
            

          

        

        
           

        

      

       

      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.

       

      (xxxii)    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.

       

      (xxxiii)    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-

          
            

          

        

        
           

        

      

       

      (xxxiv)    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.

       

      (xxxv)    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.

       

      (xxxvi)    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.

       

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

       

      (xix)    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.”

       

      
        
           

        

        
          -9-

          
            

          

        

        
           

        

      

       

      (xx)    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).

       

      (xxi)    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.

       

      (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.

       

      
        
           

        

        
          -10-

          
            

          

        

        
           

        

      

       

      (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.

       

      (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.

       

      
        
           

        

        
          -11-

          
            

          

        

        
           

        

      

       

      (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.

       

      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.

       

      
        
           

        

        
          -12-

          
            

          

        

        
           

        

      

       

      (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 Spring Lake, 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. 

       

      (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.

       

      
        
           

        

        
          -13-

          
            

          

        

        
           

        

      

       

      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.

      215
        Morris Avenue

      Spring
        Lake, NJ 07762

      Attention:
        President and Chief Executive Officer

      Telephone
        No.: (732) 919-2799

      Facsimile
        No.: (732) 919-2798


      If
        to the
        Warrant Holder:

       

      John
        A.
        Moore

      403
        Marsh
        Lane

      Wilmington,
        DE 19804

      Telephone
        No.: (302) 994-3083 

      Facsimile
        No.: (302) 994-3086

       

      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-