WARRANT
                                    -------

THE  SECURITIES  REPRESENTED  BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES  ACT  OF  1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS.  THE
SECURITIES  HAVE  BEEN  ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE,
SOLD,  TRANSFERRED  OR  ASSIGNED  IN  THE  ABSENCE  OF AN EFFECTIVE REGISTRATION
STATEMENT  FOR  THE  SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
APPLICABLE  STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL IN A FORM REASONABLY
SATISFACTORY  TO  THE ISSUER THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR
APPLICABLE  STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID
ACT.  NOTWITHSTANDING  THE  FOREGOING, THIS WARRANT MAY BE PLEDGED IN CONNECTION
WITH  A  BONA  FIDE  MARGIN  ACCOUNT.


                                   ZANN CORP.


                        WARRANT TO PURCHASE COMMON STOCK

Warrant  No.: CCP-001                             Number of Shares:  4,000,000

Date of Issuance: December 8, 2005

Zann  Corp.,  a  Nevada  corporation (the "Company"), hereby certifies that, for
                                           -------
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged,  CORNELL  CAPITAL  PARTNERS, LP ("Cornell"), the registered holder
                                                -------
hereof  or  its  permitted  assigns, is entitled, subject to the terms set forth
below,  to purchase from the Company upon surrender of this Warrant, at any time
or  times  on or after the date hereof, but not after 11:59 P.M. Eastern Time on
the  Expiration Date (as defined herein) Four Million (4,000,000) fully paid and
nonassessable  shares  of  Common  Stock (as defined herein) of the Company (the
"Warrant Shares") at the exercise price per share provided in Section 1(b) below
 --------------
or  as  subsequently  adjusted;  provided,  however,  that in no event shall the
holder  be  entitled  to exercise this Warrant for a number of Warrant Shares in
excess  of  that  number  of  Warrant  Shares  which, upon giving effect to such
exercise,  would  cause  the  aggregate  number  of  shares  of  Common  Stock
beneficially  owned  by  the  holder  and  its affiliates to exceed 4.99% of the
outstanding  shares  of  the Common Stock following such exercise, except within
sixty  (60) days of the Expiration Date (however, such restriction may be waived
by  Cornell  (but  only  as to itself and not to any other holder) upon not less
than  65  days  prior  notice  to  the  Company  and  any other holders shall be
unaffected  by  any  such  waiver).  For  purposes of the foregoing proviso, the
aggregate  number of shares of Common Stock beneficially owned by the holder and
its  affiliates shall include the number of shares of Common Stock issuable upon
exercise of this Warrant with respect to which the determination of such proviso
is  being made, but shall exclude shares of Common Stock which would be issuable
upon  (i)  exercise of the remaining, unexercised Warrants beneficially owned by
the holder and its affiliates and (ii) exercise or conversion of the unexercised
or unconverted


                                        1
<PAGE>
portion  of any other securities of the Company beneficially owned by the holder
and  its  affiliates  (including,  without  limitation, any convertible notes or
preferred  stock) subject to a limitation on conversion or exercise analogous to
the  limitation contained herein. Except as set forth in the preceding sentence,
for  purposes  of  this  paragraph,  beneficial ownership shall be calculated in
accordance  with  Section  13(d)  of  the  Securities  Exchange  Act of 1934, as
amended.  For purposes of this Warrant, in determining the number of outstanding
shares  of Common Stock a holder may rely on the number of outstanding shares of
Common  Stock  as reflected in (1) the Company's most recent Form 10-QSB or Form
10-KSB, as the case may be, (2) a more recent public announcement by the Company
or  (3)  any other notice by the Company or its transfer agent setting forth the
number  of  shares  of Common Stock outstanding. Upon the written request of any
holder,  the Company shall promptly, but in no event later than one (1) Business
Day  following the receipt of such notice, confirm in writing to any such holder
the  number  of shares of Common Stock then outstanding. In any case, the number
of outstanding shares of Common Stock shall be determined after giving effect to
the  exercise  of  Warrants (as defined below) by such holder and its affiliates
since the date as of which such number of outstanding shares of Common Stock was
reported.

     Section  1.

          (a)     This  Warrant  is  the  common  stock  purchase  warrant  (the
"Warrant") issued pursuant to the Standby Equity Distribution Agreement ("SEDA")
 -------                                                                  ----
dated the date hereof between the Company and Cornell.

          (b)     Definitions.  The  following  words  and terms as used in this
                  -----------
Warrant shall have the following meanings:

               (i)     "Approved  Stock  Plan"  means  any employee benefit plan
                        ---------------------
which  has  been  approved by the Board of Directors of the Company, pursuant to
which  the  Company's  securities  may  be  issued  to  any employee, officer or
director for services provided to the Company.

               (ii)     "Business Day" means any day other than Saturday, Sunday
                         ------------
or other day on which commercial banks in the City of New York are authorized or
required  by  law  to  remain  closed.

               (iii)     "Closing  Bid  Price"  means  the  closing bid price of
                          -------------------
Common  Stock  as  quoted  on  the  Principal  Market  (as reported by Bloomberg
Financial Markets ("Bloomberg") through its "Volume at Price" function).
                    ---------

               (iv)     "Common Stock" means (i) the Company's common stock, par
                         ------------
value  $0.001 per share, and (ii) any capital stock into which such Common Stock
shall  have  been changed or any capital stock resulting from a reclassification
of  such  Common  Stock.

               (v)      "Excluded  Securities"  means, provided such security is
                         --------------------
issued  at  a  price which is greater than or equal to the arithmetic average of
the  Closing Bid Prices of the Common Stock for the ten (10) consecutive trading
days  immediately  preceding the date of issuance, any of the following: (a) any
issuance by the Company of securities in connection with a strategic partnership
or  a  joint  venture  (the  primary  purpose  of  which  is not to raise equity


                                        2
<PAGE>
capital),  (b)  any issuance by the Company of securities as consideration for a
merger  or  consolidation or the acquisition of a business, product, license, or
other  assets  of another person or entity and (c) options to purchase shares of
Common  Stock,  provided  (I)  such  options  are  issued after the date of this
Warrant  to  employees of the Company within thirty (30) days of such employee's
starting  his  employment  with the Company, and (II) the exercise price of such
options  is  not less than the Closing Bid Price of the Common Stock on the date
of  issuance  of  such  option.

               (vi)     "Expiration Date" means the date four (4) years from the
                         ---------------
Issuance  Date  of  this Warrant or, if such date falls on a Saturday, Sunday or
other  day on which banks are required or authorized to be closed in the City of
New York or the State of New York or on which trading does not take place on the
Principal  Exchange  or  automated quotation system on which the Common Stock is
traded (a "Holiday"), the next date that is not a Holiday.
           -------

               (vii)     "Issuance  Date"  means  the  date  hereof.
                          --------------

               (viii)     "Options"  means  any  rights,  warrants or options to
                           -------
subscribe for or purchase Common Stock or Convertible Securities.

               (ix)     "Other  Securities" means (i) those options and warrants
                         -----------------
of  the  Company  issued prior to, and outstanding on, the Issuance Date of this
Warrant,  (ii)  the  shares of Common Stock issuable on exercise of such options
and  warrants,  provided  such  options  and  warrants are not amended after the
Issuance  Date  of  this Warrant, (iii) the shares of Common Stock issuable upon
exercise of this Warrant, and (iv) the shares of Common Stock issued pursuant to
the  Standby  Equity  Distribution  Agreement.

               (x)     "Person"  means  an  individual,  a  limited  liability
                        ------
company,  a  partnership,  a  joint  venture,  a  corporation,  a  trust,  an
unincorporated  organization  and  a  government  or  any  department  or agency
thereof.

               (xi)     "Principal  Market"  means  the New York Stock Exchange,
                         -----------------
the  American  Stock  Exchange,  the Nasdaq National Market, the Nasdaq SmallCap
Market,  whichever  is  at the time the principal trading exchange or market for
such  security,  or the over-the-counter market on the electronic bulletin board
for  such security as reported by Bloomberg or, if no bid or sale information is
reported  for  such security by Bloomberg, then the average of the bid prices of
each  of the market makers for such security as reported in the "pink sheets" by
the  National  Quotation  Bureau,  Inc.

               (xii)     "Securities  Act"  means the Securities Act of 1933, as
                          ---------------
amended.

               (xiii)     "Warrant"  means  this Warrant and all Warrants issued
                           -------
in exchange, transfer or replacement thereof.

               (xiv)     "Warrant  Exercise  Price"  shall  be  $0.0388  or  as
                          ------------------------
subsequently adjusted as provided in Section 8 hereof.

               (xv)     "Warrant  Shares"  means  the  shares  of  Common  Stock
                         ---------------
issuable at any time upon exercise of this Warrant.


                                        3
<PAGE>
          (c)     Other  Definitional  Provisions.

               (i)     Except  as  otherwise  specified  herein,  all references
herein  (A)  to  the Company shall be deemed to include the Company's successors
and  (B)  to  any  applicable  law defined or referred to herein shall be deemed
references to such applicable law as the same may have been or may be amended or
supplemented  from  time  to  time.

               (ii)     When used in this Warrant, the words "herein", "hereof",
                                                              ------    ------
and  "hereunder"  and  words of similar import, shall refer to this Warrant as a
      ---------
whole  and  not  to  any  provision  of  this  Warrant, and the words "Section",
                                                                       -------
"Schedule", and "Exhibit" shall refer to Sections of, and Schedules and Exhibits
 --------        -------
to, this Warrant unless otherwise specified.

               (iii)     Whenever  the  context  so  requires, the neuter gender
includes the masculine or feminine, and the singular number includes the plural,
and  vice  versa.

     Section  2.     Exercise  of  Warrant.
                     ---------------------

          (a)     Subject  to  the terms and conditions hereof, this Warrant may
be  exercised  by the holder hereof then registered on the books of the Company,
pro  rata  as  hereinafter provided, at any time on any Business Day on or after
the  opening  of  business  on  such Business Day, commencing with the first day
after  the  date  hereof, and prior to 11:59 P.M. Eastern Time on the Expiration
Date (i) by delivery of a written notice, in the form of the subscription notice
attached  as Exhibit A hereto (the "Exercise Notice"), of such holder's election
             ---------              ---------------
to  exercise  this  Warrant,  which  notice  shall specify the number of Warrant
Shares to be purchased, payment to the Company of an amount equal to the Warrant
Exercise  Price(s)  applicable to the Warrant Shares being purchased, multiplied
by the number of Warrant Shares (at the applicable Warrant Exercise Price) as to
which  this  Warrant  is  being exercised (plus any applicable issue or transfer
taxes)  (the "Aggregate Exercise Price") in cash or wire transfer of immediately
              ------------------------
available  funds  and  the  surrender  of  this  Warrant  (or an indemnification
undertaking  with  respect  to  this  Warrant  in the case of its loss, theft or
destruction)  to  a common carrier for overnight delivery to the Company as soon
as  practicable  following  such  date  ("Cash Basis") or (ii) if at the time of
                                          ----------
exercise,  the  Warrant  Shares  are  not  subject  to an effective registration
statement  or  if  an  event  of default has occurred, by delivering an Exercise
Notice  and in lieu of making payment of the Aggregate Exercise Price in cash or
wire  transfer,  elect instead to receive upon such exercise the "Net Number" of
shares  of  Common  Stock  determined  according  to  the following formula (the
"Cashless  Exercise"):
 ------------------

     Net Number = (A x B) - (A x C)
                  -----------------
                          B

          For purposes of the foregoing formula:

          A  =  the  total  number  of Warrant Shares with respect to which this
          Warrant  is  then  being  exercised.

          B  = the Closing Bid Price of the Common Stock on the date of exercise
          of  the  Warrant.


                                        4
<PAGE>
          C  =  the  Warrant  Exercise  Price  then in effect for the applicable
          Warrant  Shares  at  the  time  of  such  exercise.

     In  the  event of any exercise of the rights represented by this Warrant in
compliance  with  this Section 2, the Company shall on or before the fifth (5th)
Business Day following the date of receipt of the Exercise Notice, the Aggregate
Exercise  Price and this Warrant (or an indemnification undertaking with respect
to  this  Warrant in the case of its loss, theft or destruction) and the receipt
of the representations of the holder specified in Section 6 hereof, if requested
by  the  Company (the "Exercise Delivery Documents"), and if the Common Stock is
                       ---------------------------
DTC  eligible,  credit  such aggregate number of shares of Common Stock to which
the  holder  shall be entitled to the holder's or its designee's balance account
with  The  Depository  Trust  Company;  provided,  however,  if  the  holder who
submitted  the  Exercise Notice requested physical delivery of any or all of the
Warrant  Shares,  or,  if  the Common Stock is not DTC eligible then the Company
shall,  on  or  before  the  fifth  (5th)  Business Day following receipt of the
Exercise  Delivery  Documents,  issue  and  surrender  to  a  common carrier for
overnight  delivery  to  the  address  specified  in  the  Exercise  Notice,  a
certificate,  registered  in the name of the holder, for the number of shares of
Common  Stock  to  which  the holder shall be entitled pursuant to such request.
Upon delivery of the Exercise Notice and Aggregate Exercise Price referred to in
clause  (i)  or  (ii)  above  the holder of this Warrant shall be deemed for all
corporate  purposes  to  have  become the holder of record of the Warrant Shares
with respect to which this Warrant has been exercised.  In the case of a dispute
as  to the determination of the Warrant Exercise Price, the Closing Bid Price or
the  arithmetic  calculation  of  the Warrant Shares, the Company shall promptly
issue  to the holder the number of Warrant Shares that is not disputed and shall
submit  the disputed determinations or arithmetic calculations to the holder via
facsimile  within  one  (1)  Business  Day  of  receipt of the holder's Exercise
Notice.

          (b)  If  the  holder  and  the  Company  are  unable to agree upon the
determination  of  the  Warrant  Exercise Price or arithmetic calculation of the
Warrant  Shares  within one (1) day of such disputed determination or arithmetic
calculation  being  submitted  to the holder, then the Company shall immediately
submit,  at  its  sole election, via facsimile (i) the disputed determination of
the Warrant Exercise Price or the Closing Bid Price to an independent, reputable
investment  banking  firm  or  (ii)  the  disputed arithmetic calculation of the
Warrant  Shares  to its independent, outside accountant. The Company shall cause
the  investment  banking  firm or the accountant, as the case may be, to perform
the  determinations or calculations and notify the Company and the holder of the
results  no  later  than  forty-eight  (48)  hours from the time it receives the
disputed  determinations  or  calculations.  Such  investment  banking firm's or
accountant's  determination  or calculation, as the case may be, shall be deemed
conclusive.

          (c)  Unless  the rights represented by this Warrant shall have expired
or  shall  have  been fully exercised, the Company shall, as soon as practicable
and  in no event later than five (5) Business Days after any exercise and at its
own  expense,  issue  a  new  Warrant  identical in all respects to this Warrant
exercised  except  it  shall  represent rights to purchase the number of Warrant
Shares  purchasable  immediately  prior  to  such  exercise  under  this Warrant
exercised,  less the number of Warrant Shares with respect to which such Warrant
is  exercised.


                                        5
<PAGE>
          (d)  No  fractional  Warrant Shares are to be issued upon any pro rata
exercise  of  this  Warrant, but rather the number of Warrant Shares issued upon
such  exercise  of this Warrant shall be rounded up or down to the nearest whole
number.

          (e)  If the Company or its Transfer Agent shall fail for any reason or
for  no  reason  to  issue  to the holder within ten (10) days of receipt of the
Exercise  Delivery  Documents, a certificate for the number of Warrant Shares to
which  the holder is entitled or to credit the holder's balance account with The
Depository  Trust  Company for such number of Warrant Shares to which the holder
is  entitled  upon  the holder's exercise of this Warrant, the Company shall, in
addition  to  any  other  remedies  under  this  Warrant  or the Placement Agent
Agreement  or  otherwise  available to such holder, pay as additional damages in
cash  to  such  holder  on each day the issuance of such certificate for Warrant
Shares  is  not  timely effected an amount equal to 0.025% of the product of (A)
the  sum  of  the  number of Warrant Shares not issued to the holder on a timely
basis  and to which the holder is entitled, and (B) the Closing Bid Price of the
Common  Stock  for  the trading day immediately preceding the last possible date
which  the  Company  could  have  issued such Common Stock to the holder without
violating  this  Section  2.

          (f)  If  within  ten  (10)  days  after  the  Company's receipt of the
Exercise  Delivery  Documents, the Company fails to deliver a new Warrant to the
holder  for  the  number  of  Warrant  Shares  to  which such holder is entitled
pursuant  to Section 2 hereof, then, in addition to any other available remedies
under  this  Warrant or the Placement Agent Agreement, or otherwise available to
such  holder, the Company shall pay as additional damages in cash to such holder
on  each  day after such tenth (10th) day that such delivery of such new Warrant
is  not  timely  effected  in an amount equal to 0.25% of the product of (A) the
number of Warrant Shares represented by the portion of this Warrant which is not
being  exercised  and  (B)  the  Closing  Bid  Price of the Common Stock for the
trading day immediately preceding the last possible date which the Company could
have  issued  such  Warrant  to  the  holder  without  violating this Section 2.

     Section  3.     Covenants as to Common Stock.  The Company hereby covenants
                     ----------------------------
and  agrees  as  follows:

          (a)  This  Warrant  is, and any Warrants issued in substitution for or
replacement  of  this Warrant will upon issuance be, duly authorized and validly
issued.

          (b)  All  Warrant  Shares which may be issued upon the exercise of the
rights represented by this Warrant will, upon issuance, be validly issued, fully
paid  and  nonassessable and free from all taxes, liens and charges with respect
to  the  issue  thereof.

          (c)  During  the  period  within  which the rights represented by this
Warrant  may  be  exercised,  the  Company will at all times have authorized and
reserved  at  least one hundred percent (100%) of the number of shares of Common
Stock  needed to provide for the exercise of the rights then represented by this
Warrant and the par value of said shares will at all times be less than or equal
to  the  applicable  Warrant Exercise Price. If at any time the Company does not
have  a  sufficient  number  of shares of Common Stock authorized and available,
then  the  Company  shall  call  and  hold a special meeting of its stockholders
within  sixty  (60)  days  of  that  time for the sole purpose of increasing the
number  of  authorized  shares  of  Common  Stock.


                                        6
<PAGE>
          (d)  If  at  any  time  after the date hereof the Company shall file a
registration statement, the Company shall include the Warrant Shares issuable to
the holder, pursuant to the terms of this Warrant and shall maintain, so long as
any other shares of Common Stock shall be so listed, such listing of all Warrant
Shares  from  time  to  time issuable upon the exercise of this Warrant; and the
Company  shall  so  list  on  each  national  securities  exchange  or automated
quotation  system,  as  the case may be, and shall maintain such listing of, any
other  shares of capital stock of the Company issuable upon the exercise of this
Warrant  if  and so long as any shares of the same class shall be listed on such
national  securities  exchange  or  automated  quotation  system.

          (e)  The  Company  will  not,  by  amendment  of  its  Articles  of
Incorporation  or through any reorganization, transfer of assets, consolidation,
merger, dissolution, issue or sale of securities, or any other voluntary action,
avoid  or  seek to avoid the observance or performance of any of the terms to be
observed  or  performed  by  it  hereunder,  but will at all times in good faith
assist  in  the  carrying  out  of all the provisions of this Warrant and in the
taking  of  all such action as may reasonably be requested by the holder of this
Warrant in order to protect the exercise privilege of the holder of this Warrant
against  dilution  or other impairment, consistent with the tenor and purpose of
this  Warrant.  The  Company  will  not  increase the par value of any shares of
Common  Stock  receivable  upon  the  exercise of this Warrant above the Warrant
Exercise  Price  then  in  effect, and (ii) will take all such actions as may be
necessary or appropriate in order that the Company may validly and legally issue
fully  paid  and  nonassessable shares of Common Stock upon the exercise of this
Warrant.

          (f)  This  Warrant  will  be binding upon any entity succeeding to the
Company  by  merger, consolidation or acquisition of all or substantially all of
the  Company's  assets.

     Section  4.     Taxes.  The  Company  shall  pay any and all transfer taxes
                     -----
which may be payable with respect to the issuance and delivery of Warrant Shares
upon  exercise  of  this  Warrant.

     Section  5.     Warrant  Holder  Not  Deemed  a  Stockholder.  Except  as
                     --------------------------------------------
otherwise  specifically  provided  herein,  no  holder, as such, of this Warrant
shall be entitled to vote or receive dividends or be deemed the holder of shares
of capital stock of the Company for any purpose, nor shall anything contained in
this  Warrant be construed to confer upon the holder hereof, as such, any of the
rights  of  a  stockholder of the Company or any right to vote, give or withhold
consent  to  any  corporate  action (whether any reorganization, issue of stock,
reclassification  of  stock,  consolidation,  merger,  conveyance or otherwise),
receive  notice  of  meetings,  receive  dividends  or  subscription  rights, or
otherwise,  prior  to  the issuance to the holder of this Warrant of the Warrant
Shares which he or she is then entitled to receive upon the due exercise of this
Warrant.  In  addition,  nothing contained in this Warrant shall be construed as
imposing  any  liabilities  on  such  holder  to  purchase  any securities (upon
exercise  of  this  Warrant  or  otherwise)  or as a stockholder of the Company,
whether  such  liabilities  are  asserted  by the Company or by creditors of the
Company.  Notwithstanding this Section 5, the Company will provide the holder of
this  Warrant with copies of the same notices and other information given to the
stockholders of the Company generally, contemporaneously with the giving thereof
to  the  stockholders.


                                        7
<PAGE>
     Section  6.     Representations  of Holder.  The holder of this Warrant, by
                     --------------------------
the  acceptance  hereof,  represents  that  it is acquiring this Warrant and the
Warrant  Shares  for  its  own  account  for investment only and not with a view
towards,  or  for  resale in connection with, the public sale or distribution of
this  Warrant  or  the  Warrant  Shares,  except pursuant to sales registered or
exempted  under  the  Securities  Act;  provided,  however,  that  by making the
representations herein, the holder does not agree to hold this Warrant or any of
the Warrant Shares for any minimum or other specific term and reserves the right
to dispose of this Warrant and the Warrant Shares at any time in accordance with
or  pursuant  to  a  registration statement or an exemption under the Securities
Act.  The holder of this Warrant further represents, by acceptance hereof, that,
as of this date, such holder is an "accredited investor" as such term is defined
in  Rule  501(a)(1)  of  Regulation D promulgated by the Securities and Exchange
Commission  under  the Securities Act (an "Accredited Investor").  Upon exercise
                                           -------------------
of  this  Warrant,  the  holder  shall,  if requested by the Company, confirm in
writing,  in  a  form  satisfactory  to  the Company, that the Warrant Shares so
purchased  are  being  acquired solely for the holder's own account and not as a
nominee  for  any  other  party,  for  investment,  and  not  with a view toward
distribution  or resale and that such holder is an Accredited Investor.  If such
holder  cannot  make  such  representations  because  they  would  be  factually
incorrect,  it  shall  be  a condition to such holder's exercise of this Warrant
that  the  Company  receive  such other representations as the Company considers
reasonably  necessary  to assure the Company that the issuance of its securities
upon  exercise  of  this  Warrant  shall  not violate any United States or state
securities  laws.

     Section  7.     Ownership  and  Transfer.
                     ------------------------

     (a)  The Company shall maintain at its principal executive offices (or such
other  office  or  agency  of  the  Company as it may designate by notice to the
holder  hereof),  a register for this Warrant, in which the Company shall record
the  name  and address of the person in whose name this Warrant has been issued,
as  well  as  the name and address of each transferee. The Company may treat the
person  in whose name any Warrant is registered on the register as the owner and
holder thereof for all purposes, notwithstanding any notice to the contrary, but
in  all  events  recognizing  any transfers made in accordance with the terms of
this  Warrant.

     Section  8.     Adjustment  of Warrant Exercise Price and Number of Shares.
                     ----------------------------------------------------------
The  Warrant  Exercise  Price  and the number of shares of Common Stock issuable
upon  exercise  of  this Warrant shall be adjusted from time to time as follows:

          (a)  Adjustment  of  Warrant  Exercise Price and Number of Shares upon
               -----------------------------------------------------------------
Issuance  of Common Stock. If and whenever on or after the Issuance Date of this
-------------------------
Warrant,  the  Company issues or sells, or is deemed to have issued or sold, any
shares  of  Common  Stock (other than (i) Excluded Securities and (ii) shares of
Common  Stock  which  are issued or deemed to have been issued by the Company in
connection  with  an  Approved  Stock Plan or upon exercise or conversion of the
Other  Securities)  for  a  consideration  per  share  less  than  a  price (the
"Applicable  Price")  equal  to the Warrant Exercise Price in effect immediately
 -----------------
prior  to  such  issuance or sale, then immediately after such issue or sale the
Warrant  Exercise  Price  then  in effect shall be reduced to an amount equal to
such consideration per share.  Upon each such adjustment of the Warrant Exercise
Price  hereunder,  the  number  of Warrant Shares issuable upon exercise of this
Warrant  shall be adjusted to the number of shares determined by multiplying the
Warrant  Exercise  Price  in  effect immediately prior to such adjustment by the
number  of  Warrant


                                        8
<PAGE>
Shares  issuable  upon  exercise  of  this  Warrant  immediately  prior  to such
adjustment  and  dividing  the  product  thereof  by  the Warrant Exercise Price
resulting  from  such  adjustment.

          (b)     Effect  on  Warrant  Exercise  Price  of  Certain Events.  For
                  --------------------------------------------------------
purposes  of  determining the adjusted Warrant Exercise Price under Section 8(a)
above,  the  following  shall  be  applicable:

               (i)     Issuance  of  Options.  If  after  the  date  hereof, the
                       ---------------------
Company  in  any  manner  grants  any Options and the lowest price per share for
which one share of Common Stock is issuable upon the exercise of any such Option
or  upon  conversion  or  exchange  of  any convertible securities issuable upon
exercise  of  any such Option is less than the Applicable Price, then such share
of  Common  Stock  shall be deemed to be outstanding and to have been issued and
sold  by the Company at the time of the granting or sale of such Option for such
price  per  share.  For  purposes  of this Section 8(b)(i), the lowest price per
share  for  which  one  share  of Common Stock is issuable upon exercise of such
Options  or  upon conversion or exchange of such Convertible Securities shall be
equal  to  the  sum  of the lowest amounts of consideration (if any) received or
receivable by the Company with respect to any one share of Common Stock upon the
granting  or  sale of the Option, upon exercise of the Option or upon conversion
or  exchange  of any convertible security issuable upon exercise of such Option.
No  further  adjustment  of  the  Warrant  Exercise Price shall be made upon the
actual  issuance of such Common Stock or of such convertible securities upon the
exercise  of  such Options or upon the actual issuance of such Common Stock upon
conversion  or  exchange  of  such  convertible  securities.

               (ii)     Issuance  of  Convertible Securities.  If the Company in
                        ------------------------------------
any  manner  issues or sells any convertible securities and the lowest price per
share  for  which  one  share of Common Stock is issuable upon the conversion or
exchange  thereof  is  less than the Applicable Price, then such share of Common
Stock  shall be deemed to be outstanding and to have been issued and sold by the
Company  at  the time of the issuance or sale of such convertible securities for
such  price  per  share.  For  the purposes of this Section 8(b)(ii), the lowest
price  per  share  for  which  one  share  of Common Stock is issuable upon such
conversion  or  exchange  shall  be  equal  to  the sum of the lowest amounts of
consideration (if any) received or receivable by the Company with respect to one
share  of Common Stock upon the issuance or sale of the convertible security and
upon conversion or exchange of such convertible security.  No further adjustment
of  the  Warrant  Exercise  Price shall be made upon the actual issuance of such
Common  Stock upon conversion or exchange of such convertible securities, and if
any  such  issue or sale of such convertible securities is made upon exercise of
any  Options  for which adjustment of the Warrant Exercise Price had been or are
to  be  made  pursuant  to  other  provisions  of  this Section 8(b), no further
adjustment  of  the Warrant Exercise Price shall be made by reason of such issue
or  sale.

               (iii)     Change  in  Option Price or Rate of Conversion.  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 Warrant Exercise Price
in  effect  at the time of such change shall be adjusted to the Warrant Exercise
Price  which  would  have  been  in  effect  at  such  time  had such Options or
convertible


                                        9
<PAGE>
securities 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 and the number of Warrant Shares issuable upon exercise of this
Warrant  shall  be  correspondingly  readjusted.  For  purposes  of this Section
8(b)(iii),  if  the  terms  of  any  Option  or  convertible  security  that was
outstanding  as  of  the Issuance Date of this Warrant are changed in the manner
described in the immediately preceding sentence, then such Option or convertible
security  and  the  Common  Stock  deemed  issuable upon exercise, conversion or
exchange  thereof  shall  be  deemed  to have been issued as of the date of such
change.  No  adjustment  pursuant  to  this  Section  8(b) shall be made if such
adjustment  would  result  in  an increase of the Warrant Exercise Price then in
effect.

          (c)     Effect  on  Warrant  Exercise  Price  of  Certain Events.  For
                  --------------------------------------------------------
purposes  of determining the adjusted Warrant Exercise Price under Sections 8(a)
and  8(b),  the  following  shall  be  applicable:

               (i)     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 therefore will be
deemed  to  be  the net amount received by the Company therefore.  If any Common
Stock,  Options or convertible securities are issued or sold for a consideration
other  than  cash, the amount of such consideration received by the Company will
be  the  fair  value  of  such  consideration,  except  where such consideration
consists  of  marketable  securities,  in which case the amount of consideration
received  by the Company will be the market price of such securities on the date
of  receipt  of  such  securities.  If  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  therefore  will 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 will be determined
jointly  by  the  Company  and  the  holders  of  Warrants representing at least
two-thirds (b) of the Warrant Shares issuable upon exercise of the Warrants then
outstanding.  If such parties are unable to reach agreement within ten (10) days
after  the  occurrence  of an event requiring valuation (the "Valuation Event"),
                                                              ---------------
the fair value of such consideration will be determined within five (5) Business
Days after the tenth (10th) day following the Valuation Event by an independent,
reputable  appraiser jointly selected by the Company and the holders of Warrants
representing  at  least  two-thirds  (b)  of  the  Warrant  Shares issuable upon
exercise  of the Warrants then outstanding.  The determination of such appraiser
shall  be  final  and binding upon all parties and the fees and expenses of such
appraiser  shall  be  borne  jointly by the Company and the holders of Warrants.

               (ii)     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 Options by the parties thereto, the Options
will be deemed to have been issued for a consideration of $.01.

               (iii)     Treasury  Shares.  The number of shares of Common Stock
                         ----------------
outstanding  at  any  given time does not include shares owned or held by or for
the  account  of the Company, and the disposition of any shares so owned or held
will  be  considered  an  issue  or  sale  of  Common  Stock.


                                       10
<PAGE>
               (iv)     Record  Date.  If  the  Company  takes  a  record of the
                        ------------
holders  of  Common  Stock  for  the  purpose of entitling them (1) to receive a
dividend  or  other  distribution  payable  in  Common  Stock,  Options  or  in
convertible securities or (2) to subscribe for or purchase Common Stock, Options
or  convertible  securities, then such record date will 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.

          (d)     Adjustment  of  Warrant  Exercise  Price  upon  Subdivision or
                  --------------------------------------------------------------
Combination  of  Common  Stock.  If  the  Company  at any time after the date of
------------------------------
issuance  of  this  Warrant  subdivides  (by  any  stock  split, stock dividend,
recapitalization  or otherwise) one or more classes of its outstanding shares of
Common  Stock  into  a  greater  number of shares, any Warrant Exercise Price in
effect immediately prior to such subdivision will be proportionately reduced and
the  number  of  shares of Common Stock obtainable upon exercise of this Warrant
will be proportionately increased.  If the Company at any time after the date of
issuance  of  this  Warrant  combines  (by  combination,  reverse stock split or
otherwise)  one or more classes of its outstanding shares of Common Stock into a
smaller number of shares, any Warrant Exercise Price in effect immediately prior
to  such combination will be proportionately increased and the number of Warrant
Shares issuable upon exercise of this Warrant will be proportionately decreased.
Any  adjustment  under  this Section 8(d) shall become effective at the close of
business on the date the subdivision or combination becomes effective.

          (e)     Distribution  of Assets.  If the Company shall declare or make
                  -----------------------
any  dividend  or  other  distribution  of  its assets (or rights to acquire its
assets)  to  holders  of  Common Stock, by way of return of capital or otherwise
(including,  without  limitation,  any  distribution  of  cash,  stock  or other
securities,  property  or  options  by  way  of  a  dividend,  spin  off,
reclassification,  corporate  rearrangement  or  other  similar  transaction) (a
"Distribution"),  at  any time after the issuance of this Warrant, then, in each
 ------------
such  case:

               (i) any Warrant Exercise Price in effect immediately prior to the
close  of  business on the record date fixed for the determination of holders of
Common  Stock entitledto receive the Distribution shall be reduced, effective as
of  the  close  of  business  on  such  record  date,  to  a price determined by
multiplying such Warrant Exercise Price by a fraction of which (A) the numerator
shall  be  the  Closing  Sale  Price  of  the  Common  Stock  on the trading day
immediately  preceding  such record date minus the value of the Distribution (as
determined  in good faith by the Company's Board of Directors) applicable to one
share  of  Common Stock, and (B) the denominator shall be the Closing Sale Price
of  the  Common Stock on the trading day immediately preceding such record date;
and

               (ii)  either  (A)  the  number  of Warrant Shares obtainable upon
exercise  of  this Warrant shall be increased to a number of shares equal to the
number  of  shares  of Common Stock obtainable immediately prior to the close of
business  on  the  record  date fixed for the determination of holders of Common
Stock  entitled  to receive the Distribution multiplied by the reciprocal of the
fraction  set forth in the immediately preceding clause (i), or (B) in the event
that  the  Distribution  is  of  common stock of a company whose common stock is
traded  on  a  national  securities  exchange  or a national automated quotation
system,  then  the holder of this Warrant shall receive an additional warrant to
purchase  Common  Stock,  the  terms  of  which  shall


                                       11
<PAGE>
be  identical  to  those  of  this  Warrant,  except  that such warrant shall be
exercisable  into  the  amount of the assets that would have been payable to the
holder  of  this  Warrant  pursuant to the Distribution had the holder exercised
this  Warrant  immediately  prior to such record date and with an exercise price
equal  to  the  amount by which the exercise price of this Warrant was decreased
with  respect  to  the  Distribution  pursuant  to  the terms of the immediately
preceding  clause  (i).

          (f)     Certain  Events.  If any event occurs of the type contemplated
                  ---------------
by  the  provisions  of  this  Section  8 but not expressly provided for by such
provisions  (including,  without  limitation, the granting of stock appreciation
rights,  phantom  stock  rights  or other rights with equity features), then the
Company's  Board of Directors will make an appropriate adjustment in the Warrant
Exercise Price and the number of shares of Common Stock obtainable upon exercise
of  this  Warrant  so  as  to protect the rights of the holders of the Warrants;
provided,  except  as set forth in section 8(d),that no such adjustment pursuant
to  this  Section  8(f) will increase the Warrant Exercise Price or decrease the
number  of shares of Common Stock obtainable as otherwise determined pursuant to
this  Section  8.

          (g)     Notices.
                  -------

               (i)  Immediately  upon  any  adjustment  of  the Warrant Exercise
Price,  the  Company  will  give  written  notice  thereof to the holder of this
Warrant,  setting forth in reasonable detail, and certifying, the calculation of
such  adjustment.

               (ii)  The  Company will give written notice to the holder of this
Warrant at least ten (10) days prior to the date on which the Company closes its
books  or  takes  a record (A) with respect to any dividend or distribution upon
the Common Stock, (B) with respect to any pro rata subscription offer to holders
of  Common  Stock  or  (C)  for  determining  rights to vote with respect to any
Organic  Change  (as  defined  below), dissolution or liquidation, provided that
such  information  shall  be made known to the public prior to or in conjunction
with  such  notice  being  provided  to  such  holder.

               (iii)  The Company will also give written notice to the holder of
this  Warrant  at  least  ten  (10)  days prior to the date on which any Organic
Change,  dissolution  or  liquidation  will  take  place,  provided  that  such
information  shall  be  made known to the public prior to or in conjunction with
such  notice  being  provided  to  such  holder.

     Section  9.     Purchase  Rights;  Reorganization,  Reclassification,
                     -----------------------------------------------------
Consolidation,  Merger  or  Sale.
--------------------------------

          (a)     In addition to any adjustments pursuant to Section 8 above, if
at  any  time  the  Company  grants,  issues  or  sells any Options, Convertible
Securities  or  rights to purchase stock, warrants, securities or other property
pro  rata  to  the  record  holders  of any class of Common Stock (the "Purchase
                                                                        --------
Rights"),  then the holder of this Warrant will be entitled to acquire, upon the
------
terms  applicable  to  such Purchase Rights, the aggregate Purchase Rights which
such  holder could have acquired if such holder had held the number of shares of
Common  Stock  acquirable  upon  complete  exercise  of this Warrant immediately
before  the  date  on which a record is taken for the grant, issuance or sale of
such  Purchase  Rights, or, if no such record is taken, the date as


                                       12
<PAGE>
of  which the record holders of Common Stock are to be determined for the grant,
issue  or  sale  of  such  Purchase  Rights.

          (b)     Any  recapitalization,  reorganization,  reclassification,
consolidation,  merger, sale of all or substantially all of the Company's assets
to  another Person or other transaction in each case which is effected in such a
way  that  holders  of  Common Stock are entitled to receive (either directly or
upon  subsequent  liquidation) stock, securities or assets with respect to or in
exchange  for  Common Stock is referred to herein as an "Organic Change."  Prior
                                                         --------------
to the consummation of any (i) sale of all or substantially all of the Company's
assets  to  an acquiring Person or (ii) other Organic Change following which the
Company  is  not  a  surviving  entity,  the Company will secure from the Person
purchasing  such  assets or the successor resulting from such Organic Change (in
each  case,  the  "Acquiring Entity") a written agreement (in form and substance
                   ----------------
satisfactory  to  the holders of Warrants representing at least two-thirds (iii)
of  the  Warrant Shares issuable upon exercise of the Warrants then outstanding)
to  deliver to each holder of Warrants in exchange for such Warrants, a security
of  the Acquiring Entity evidenced by a written instrument substantially similar
in  form  and  substance  to this Warrant and satisfactory to the holders of the
Warrants  (including  an  adjusted warrant exercise price equal to the value for
the  Common  Stock reflected by the terms of such consolidation, merger or sale,
and  exercisable for a corresponding number of shares of Common Stock acquirable
and  receivable  upon exercise of the Warrants without regard to any limitations
on  exercise,  if  the  value  so  reflected is less than any Applicable Warrant
Exercise  Price immediately prior to such consolidation, merger or sale).  Prior
to  the  consummation  of  any  other  Organic  Change,  the  Company shall make
appropriate  provision  (in  form  and  substance satisfactory to the holders of
Warrants representing a majority of the Warrant Shares issuable upon exercise of
the  Warrants  then  outstanding)  to  insure  that  each  of the holders of the
Warrants  will thereafter have the right to acquire and receive in lieu of or in
addition  to  (as  the  case  may be) the Warrant Shares immediately theretofore
issuable  and  receivable  upon  the exercise of such holder's Warrants (without
regard  to  any  limitations  on  exercise), such shares of stock, securities or
assets  that  would  have  been  issued  or  payable in such Organic Change with
respect to or in exchange for the number of Warrant Shares which would have been
issuable  and  receivable  upon  the exercise of such holder's Warrant as of the
date  of  such  Organic  Change  (without taking into account any limitations or
restrictions  on  the  exercisability  of  this  Warrant).

     Section  10.     Lost,  Stolen,  Mutilated  or  Destroyed Warrant.  If this
                      ------------------------------------------------
Warrant  is lost, stolen, mutilated or destroyed, the Company shall promptly, on
receipt  of  an  indemnification  undertaking  (or,  in  the case of a mutilated
Warrant,  the  Warrant),  issue  a new Warrant of like denomination and tenor as
this  Warrant  so  lost,  stolen,  mutilated  or  destroyed.

     Section  11.     Notice.  Any  notices,  consents,  waivers  or  other
                      ------
communications required or permitted to be given under the terms of this Warrant
must be in writing and will be deemed to have been delivered:  (i) upon receipt,
when  delivered  personally; (ii) upon receipt, when sent by facsimile (provided
confirmation  of  receipt  is  received  by  the  sending  party transmission is
mechanically or electronically generated and kept on file by the sending party);
or  (iii)  one Business Day after deposit with a nationally recognized overnight
delivery  service,  in  each case properly addressed to the party to receive the
same.  The  addresses  and  facsimile  numbers for such communications shall be:


                                       13
<PAGE>
If to Cornell:                 Cornell Capital Partners, LP
                               101 Hudson Street - Suite 3700
                               Jersey City, NJ  07302
                               Attention:  Mark A. Angelo
                               Telephone:  (201) 985-8300
                               Facsimile:  (201) 985-8266

With Copy to:                  David Gonzalez, Esq.
                               101 Hudson Street - Suite 3700
                               Jersey City, NJ 07302
                               Telephone:  (201) 985-8300
                               Facsimile:  (201) 985-8266


If to the Company, to:         Zann Corp.
                               1549 N. Leroy Street, Suite D-200
                               Fenton, MI 48430
                               Attention:  Robert Simpson
                               Telephone:  (810) 714-2978
                               Facsimile:  (810) 714-3524

With a copy to:                Wilson Sonsini Goodrich & Rosati
                               12235 El Camino Real, Suite 200
                               San Diego, CA 92130
                               Martin Waters, Esq.
                               Telephone:   858-350-2300
                               Facsimile:   858-350-2399

If  to  a  holder of this Warrant, to it at the address and facsimile number set
forth  on  Exhibit C hereto, with copies to such holder's representatives as set
           ---------
forth on Exhibit C, or at such other address and facsimile as shall be delivered
         ---------
to  the Company upon the issuance or transfer of this Warrant.  Each party shall
provide  five  days'  prior  written  notice to the other party of any change in
address  or  facsimile number.  Written confirmation of receipt (A) given by the
recipient of such notice, consent, facsimile, waiver or other communication, (or
(B)  provided  by  a  nationally  recognized overnight delivery service shall be
rebuttable  evidence of personal service, receipt by facsimile or receipt from a
nationally  recognized overnight delivery service in accordance with clause (i),
(ii)  or  (iii)  above,  respectively.

     Section  12.     Date.  The  date  of  this  Warrant is set forth on page 1
                      ----
hereof.  This  Warrant,  in  all  events,  shall be wholly void and of no effect
after  the close of business on the Expiration Date, except that notwithstanding
any  other  provisions  hereof, the provisions of Section 8(b) shall continue in
full  force  and  effect  after  such  date  as  to  any Warrant Shares or other
securities  issued  upon  the  exercise  of  this  Warrant.


                                       14
<PAGE>
     Section 13.     Amendment and Waiver.  Except as otherwise provided herein,
                     --------------------
the  provisions  of  the  Warrants  may  be amended and the Company may take any
action  herein  prohibited,  or  omit  to  perform any act herein required to be
performed  by  it,  only  if the Company has obtained the written consent of the
holders  of  Warrants  representing  at  least  two-thirds of the Warrant Shares
issuable  upon  exercise of the Warrants then outstanding; provided that, except
for  Section  8(d),  no  such  action may increase the Warrant Exercise Price or
decrease  the number of shares or class of stock obtainable upon exercise of any
Warrant  without  the  written  consent  of  the  holder  of  such  Warrant.

     Section  14.     Descriptive  Headings;  Governing  Law.  The  descriptive
                      --------------------------------------
headings of the several sections and paragraphs of this Warrant are inserted for
convenience  only  and  do not constitute a part of this Warrant.  The corporate
laws  of  the  State  of  Nevada shall govern all issues concerning the relative
rights  of the Company and its stockholders.  All other questions concerning the
construction,  validity,  enforcement and interpretation of this Agreement shall
be  governed  by  the  internal  laws of the State of New Jersey, without giving
effect to any choice of law or conflict of law provision or rule (whether of the
State of New Jersey or any other jurisdictions) that would cause the application
of the laws of any jurisdictions other than the State of New Jersey.  Each party
hereby  irrevocably  submits  to  the  exclusive  jurisdiction  of the state and
federal courts sitting in Hudson County and the United States District Court for
the  District of New Jersey, for the adjudication of any dispute hereunder or in
connection herewith or therewith, or with any transaction contemplated hereby or
discussed herein, and hereby irrevocably waives, and agrees not to assert in any
suit,  action  or proceeding, any claim that it is not personally subject to the
jurisdiction  of any such court, that such suit, action or proceeding is brought
in an inconvenient forum or that the venue of such suit, action or proceeding is
improper.  Each  party hereby irrevocably waives personal service of process and
consents  to  process  being  served  in  any such suit, action or proceeding by
mailing a copy thereof to such party at the address for such notices to it under
this Agreement and agrees that such service shall constitute good and sufficient
service of process and notice thereof.  Nothing contained herein shall be deemed
to  limit  in any way any right to serve process in any manner permitted by law.

     Section  15.     Waiver  of  Jury Trial.  AS A MATERIAL INDUCEMENT FOR EACH
                      ----------------------
PARTY  HERETO  TO  ENTER  INTO THIS WARRANT, THE PARTIES HERETO HEREBY WAIVE ANY
RIGHT  TO  TRIAL  BY  JURY  IN  ANY  LEGAL PROCEEDING RELATED IN ANY WAY TO THIS
WARRANT  AND/OR  ANY  AND  ALL  OF  THE  OTHER  DOCUMENTS  ASSOCIATED  WITH THIS
TRANSACTION.

                   REMAINDER OF PAGE INTENTIONALLY LEFT BLANK


                                       15
<PAGE>
     IN  WITNESS WHEREOF, the Company has caused this Warrant to be signed as of
the  date  first  set  forth  above.

                                        ZANN CORP.

                                        By:
                                           -------------------------------------
                                        Name:  Robert Simpson
                                        Title: President


                                       16
<PAGE>
                              EXHIBIT A TO WARRANT
                              --------------------


                                 EXERCISE NOTICE
                                 ---------------


                                 TO BE EXECUTED
                BY THE REGISTERED HOLDER TO EXERCISE THIS WARRANT


                                   ZANN CORP.

     The  undersigned  holder  hereby  exercises  the  right  to  purchase
______________  of  the  shares of Common Stock ("Warrant Shares") of Zann Corp.
                                                  --------------
(the "Company"), evidenced by the attached Warrant (the "Warrant").  Capitalized
      -------                                            -------
terms  used  herein and not otherwise defined shall have the respective meanings
set  forth  in  the  Warrant.

Specify Method of exercise by check mark:

     1. ___ Cash  Exercise

          (a)  Payment  of  Warrant  Exercise  Price.  The  holder shall pay the
               -------------------------------------
          Aggregate  Exercise  Price  of  $______________  to  the  Company  in
          accordance  with  the  terms  of  the  Warrant.

          (b)  Delivery  of  Warrant  Shares.  The  Company shall deliver to the
               -----------------------------
          holder  _________Warrant  Shares  in  accordance with the terms of the
          Warrant.


     2. ___ Cashless  Exercise

          (a)  Payment  of  Warrant Exercise Price. In lieu of making payment of
               -----------------------------------
          the  Aggregate  Exercise Price, the holder elects to receive upon such
          exercise  the  Net  Number  of  shares  of  Common Stock determined in
          accordance  with  the  terms  of  the  Warrant.

          (b)  Delivery  of  Warrant  Shares.  The  Company shall deliver to the
               -----------------------------
          holder  _________Warrant  Shares  in  accordance with the terms of the
          Warrant.


Date: _______________ __, ______

Name of Registered Holder

By:
   -----------------------------
Name:
     ---------------------------
Title:
      --------------------------


                                       17
<PAGE>
                              EXHIBIT B TO WARRANT
                              --------------------


                              FORM OF WARRANT POWER
                              ---------------------

     FOR  VALUE  RECEIVED,  the  undersigned  does hereby assign and transfer to
________________,  Federal  Identification No. __________, a warrant to purchase
____________  shares  of  the capital stock of Zann Corp. represented by warrant
certificate  no.  _____, standing in the name of the undersigned on the books of
said  corporation.  The  undersigned  does  hereby  irrevocably  constitute  and
appoint  ______________,  attorney to transfer the warrants of said corporation,
with  full  power  of  substitution  in  the  premises.

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

                                        By:
                                           -------------------------------------
                                        Name:
                                             -----------------------------------
                                        Title:
                                              ----------------------------------


                                      B-1