**EXHIBIT
10.3**
  This
warrant agreement was originally executed on October 21, 2003. The contractual
obligations underlying original terms and conditions were fully performed.
However, because the agreement was lost, the parties have recreated the
original agreement with terms and conditions they believe are substantially similar
to the original. If the original agreement is ever located and the terms and
conditions vary from this agreement, then this recreated agreement will govern.
 
 THIS
WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE
COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED
FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT AS TO THIS WARRANT UNDER SAID ACT OR AN OPINION OF COUNSEL
REASONABLY SATISFACTORY TO ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED.
 
 Right to
Purchase 2,000,000 Shares of Common Stock of WorldTeq
 Group
International, Inc.
 (subject
to adjustment as provided herein)
 
 COMMON
STOCK PURCHASE WARRANT
 
 No.
2003-10-2 Issue Date: October 21, 2003
 
 WorldTeq
Group International, Inc., a corporation organized under the laws of
the State of Nevada (the "COMPANY"), hereby certifies that, for value received,
Tim Rieu or assigns (the "HOLDER"), is entitled, subject to the terms set forth
below, to purchase from the Company from and after the Issue Date of this
Warrant and at any time or from time to time before 5:00 p.m., New York time,
through three (3) years after such date (the "EXPIRATION DATE"), up to 2,000,000
fully paid and nonassessable shares of Common Stock (as hereinafter defined),
par value $0.001, of the Company, at the Exercise Price (as defined below).
The number and character of such shares of Common Stock and the Exercise Price are
subject to adjustment as provided herein.
 
 As used
herein the following terms, unless the context otherwise requires,
have the following respective meanings:
 
 (a) The term
"Company" shall include WorldTeq Group International, Inc. and any
corporation which shall succeed or assume the obligations of WorldTeq Group
International, Inc. hereunder.
 
 (b) The term
"Common Stock" includes (a) the Company's Common Stock, par value
$.001 per share, and (b) any other securities into which or for which any of
the securities described in (a) may be converted or exchanged pursuant to a plan of
recapitalization, reorganization, merger, sale of assets or
otherwise.
 
 (c) The term
"Other Securities" refers to any stock (other than Common Stock)
and other securities of the Company or any other person (corporate or otherwise)
which the holder of the Warrant at any time shall be entitled to receive,
or shall have received, on the exercise of the Warrant, in lieu of or in
addition to Common Stock, or which at any time shall be issuable or shall have been
issued in exchange for or in replacement of Common Stock or Other Securities
pursuant to Section 4 or otherwise.
 
 (d) The term
"Exercise Price" shall mean $0.05 per share of Common Stock, as
subject to adjustment herein.
 
 1
 
 1.
EXERCISE OF WARRANT.
 
 1.1. NUMBER
OF SHARES ISSUABLE UPON EXERCISE. From and after the date
hereof through and including the Expiration Date, the Holder shall be entitled
to receive, upon exercise of this Warrant in whole or in part, by delivery
of an original or fax copy of the exercise notice attached hereto as Exhibit A
(the "EXERCISE NOTICE"), shares of Common Stock of the Company, subject
to adjustment pursuant to Section 4.
 
 1.2. FAIR
MARKET VALUE. Fair Market Value of a share of Common Stock as
of a particular date (the "DETERMINATION DATE") shall mean:
 
 (a) If the
Company's Common Stock is traded on the NASD OTC
Bulletin Board, then the mean of the average of the closing bid and asked
prices reported for the last business day immediately preceding the Determination
Date.
 
 (b) Except as
provided in clause (d) below, if the Company's
Common Stock is not publicly traded, then as the Holder and the Company
agree or in the absence of agreement by arbitration in accordance with the rules
then in effect of the American Arbitration Association, before a single
arbitrator to be chosen from a panel of persons qualified by education and
training to pass on the matter to be decided.
 
 (c) If the
Determination Date is the date of a liquidation,
dissolution or winding up, or any event deemed to be a liquidation, dissolution
or winding up pursuant to the Company's charter, then all amounts to be
payable per share to holders of the Common Stock pursuant to the charter in the event
of such liquidation, dissolution or winding up, plus all other amounts to be
payable per share in respect of the Common Stock in liquidation under the charter,
assuming for the purposes of this clause (d) that all of the shares of Common
Stock then issuable upon exercise of the Warrant are outstanding at the Determination
Date.
 
 2.
PROCEDURE FOR EXERCISE.
 
 2.1 DELIVERY
OF STOCK CERTIFICATES, ETC. ON EXERCISE. The Company agrees
that the shares of Common Stock purchased upon exercise of this Warrant shall be
deemed to be issued to the Holder as the record owner of such shares as of the
close of business on the date on which this Warrant shall have been surrendered
and payment made for such shares as aforesaid. As soon as practicable
after the exercise of this Warrant in full or in part, and in any event
within 3 business days thereafter, the Company at its expense (including the
payment by it of any applicable issue taxes) will cause to be issued in the name of
and delivered to the Holder, or as such Holder (upon payment by such holder of
any applicable transfer taxes) may direct in compliance with applicable
securities laws, a certificate or certificates for the number of duly and
validly issued, fully paid and nonassessable shares of Common Stock (or Other
Securities) to which such Holder shall be entitled on such exercise, plus, in lieu
of any fractional share to which such holder would otherwise be entitled,
cash equal to such fraction multiplied by the then Fair Market Value of one
full share, together with any other stock or other securities and property
(including cash, where applicable) to which such Holder is entitled upon such
exercise pursuant to Section 1 or otherwise.
 
 2
 
 2.2.
EXERCISE.
 
 (a) Payment
may be made either in (i) cash or by certified or official
bank check payable to the order of the Company equal to the applicable aggregate
Exercise Price, (ii) by delivery of the Warrant, Common Stock and/or Common
Stock receivable upon exercise of the Warrant in accordance with Section (b)
below, or (iii) by a combination of any of the foregoing methods, for the number of
Common Shares specified in such form (as such exercise number shall be adjusted
to reflect any adjustment in the total number of shares of Common Stock issuable
to the holder per the terms of this Warrant) and the Holder shall thereupon
be entitled to receive the number of duly authorized, validly issued, fully-paid
and non-assessable shares of Common Stock (or Other Securities) determined
as provided herein.
 
 (b)
Notwithstanding any provisions herein to the contrary, if the Fair
Market Value of one share of Common Stock is greater than the Exercise Price (at
the date of calculation as set forth below), in lieu of exercising this
Warrant for cash, the Holder may elect to receive shares equal to the value (as
determined below) of this Warrant (or the portion thereof being exercised) by
surrender of this Warrant at the principal office of the Company together with the
properly endorsed Exercise Notice in which event the Company shall issue to
the Holder a number of shares of Common Stock computed using the following
formula:
 
 X = Y
(A-B)
 
 A
  Where X=
the number of shares of Common Stock to be issued to
the Holder
 
 Y=
    the
      number of shares of Common Stockpurchasable
      under the Warrant or, if only aportion
      of the Warrant is being exercised,the
      portion of the Warrant being exercised(at
      the date of such calculation)
 
 A=
    the
      Fair Market Value of one share of theCompany's
      Common Stock (at the date of suchcalculation)
 
 B=
    Exercise
      Price (as adjusted to the date ofsuch
      calculation)
 
 
 
 3.
ADJUSTMENT FOR REORGANIZATION, CONSOLIDATION, MERGER, ETC.
 
 3.1.
REORGANIZATION, CONSOLIDATION, MERGER, ETC. In case at any time
or from time to time, the Company shall (a) effect a reorganization, (b)
consolidate with or merge into any other person, or (c) transfer all or substantially
all of its properties or assets to any other person under any plan or
arrangement contemplating the dissolution of the Company, then, in each such case, as
a condition to the consummation of such a transaction, proper and adequate
provision shall be made by the Company whereby the Holder of this Warrant,
on the exercise hereof as provided in Section 1 at any time after the consummation
of such reorganization, consolidation or merger or the effective date of
such dissolution, as the case may be, shall receive, in lieu of the Common
Stock (or Other Securities) issuable on such exercise prior to such consummation
or such effective date, the stock and other securities and property (including
cash) to which such Holder would have been entitled upon such consummation
or in connection with such dissolution, as the case may be, if such Holder
had so exercised this Warrant, immediately prior thereto, all subject to further
adjustment thereafter as provided in Section 4.
 
 3.2.
DISSOLUTION. In the event of any dissolution of the Company
following the transfer of all or substantially all of its properties or assets,
the Company, prior to such dissolution, shall at its expense deliver or cause to
be delivered the stock and other securities and property (including cash,
where applicable) receivable by the Holder of the Warrant after the effective
date of such dissolution pursuant to Section 3.1 to a bank or trust company
having its principal office in Maryland, as trustee for the Holder of the
Warrant.
 
 3
 
 3.3.
CONTINUATION OF TERMS. Upon any reorganization, consolidation,
merger or transfer (and any dissolution following any transfer) referred
to in this Section 3, this Warrant shall continue in full force and effect
and the terms hereof shall be applicable to the shares of stock and other securities
and property receivable on the exercise of this Warrant after the consummation
of such reorganization, consolidation or merger or the effective date of
dissolution following any such transfer, as the case may be, and shall be
binding upon the issuer of any such stock or other securities, including, in the case
of any such transfer, the person acquiring all or substantially all of the
properties or assets of the Company, whether or not such person shall have expressly
assumed the terms of this Warrant as provided in Section 4. In the event
this Warrant does not continue in full force and effect after the consummation
of the transactions described in this Section 3, then only in such event
will the Company's securities and property (including cash, where applicable)
receivable by the holders of the Warrant be delivered to the Trustee as
contemplated by Section 3.2.
  
 4.
EXTRAORDINARY EVENTS REGARDING COMMON STOCK. In the event that the Company
shall (a) issue additional shares of the Common Stock as a dividend or other
distribution on outstanding Common Stock, (b) subdivide its outstanding shares of
Common Stock, or (c) combine its outstanding shares of the Common Stock
into a smaller number of shares of the Common Stock, then, in each such event,
the Exercise Price shall, simultaneously with the happening of such event, be
adjusted by multiplying the then Exercise Price by a fraction, the numerator
of which shall be the number of shares of Common Stock outstanding immediately
prior to such event and the denominator of which shall be the number of shares
of Common Stock outstanding immediately after such event, and the product
so obtained shall thereafter be the Exercise Price then in effect. The Exercise
Price, as so adjusted, shall be readjusted in the same manner upon the happening
of any successive event or events described herein in this Section 4. The
number of shares of Common Stock that the holder of this Warrant shall thereafter,
on the exercise hereof as provided in Section 1, be entitled to receive
shall be increased to a number determined by multiplying the number of shares of
Common Stock that would otherwise (but for the provisions of this Section
4) be issuable on such exercise by a fraction of which (a) the numerator is the
Exercise Price that would otherwise (but for the provisions of this Section
4) be in effect, and (b) the denominator is the Exercise Price in effect on the
date of such exercise.
 
 5.
CERTIFICATE AS TO ADJUSTMENTS. In each case of any adjustment or readjustment
in the shares of Common Stock (or Other Securities) issuable on the exercise
of the Warrant, the Company at its expense will promptly cause its Chief
Financial Officer or other appropriate designee to compute such
adjustment
 or
readjustment in accordance with the terms of the Warrant and prepare a certificate
setting forth such adjustment or readjustment and showing in detail the facts
upon which such adjustment or readjustment is based, including a statement
of (a) the consideration received or receivable by the Company for any additional
shares of Common Stock (or Other Securities) issued or sold or deemed to have
been issued or sold, (b) the number of shares of Common Stock (or Other Securities)
outstanding or deemed to be outstanding, and (c) the Exercise Price and the
number of shares of Common Stock to be received upon exercise of this Warrant,
in effect immediately prior to such adjustment or readjustment and as adjusted
or readjusted as provided in this Warrant. The Company will forthwith mail a
copy of each such certificate to the holder of the Warrant and any Warrant
agent of the Company (appointed pursuant to Section 11 hereof).
 
 6.
RESERVATION OF STOCK, ETC. ISSUABLE ON EXERCISE OF WARRANT. The Company
will at all times reserve and keep available, solely for issuance and delivery
on the exercise of the Warrant, shares of Common Stock (or Other Securities)
from time to time issuable on the exercise of the Warrant.
  7.
ASSIGNMENT; EXCHANGE OF WARRANT. Subject to compliance with applicable
securities laws, this Warrant, and the rights evidenced hereby, may be
transferred by any registered holder hereof (a "TRANSFEROR") with respect to any or
all of the Shares. On the surrender for exchange of this Warrant, with the
Transferor's endorsement in the form of Exhibit B attached hereto (the "TRANSFEROR
ENDORSEMENT FORM") and together with evidence reasonably satisfactory
to the Company demonstrating compliance with applicable securities laws,
which shall include, without limitation, a legal opinion from the Transferor's
counsel that such transfer is exempt from the registration requirements
of applicable securities laws, the Company at its expense but with payment
by the Transferor of any applicable transfer taxes) will issue and deliver
to or on the order of the Transferor thereof a new Warrant of like tenor, in
the name of the Transferor and/or the transferee(s) specified in such Transferor
Endorsement Form (each a "TRANSFEREE"), calling in the aggregate on the face
or faces thereof for the number of shares of Common Stock called for on the face
or faces of the Warrant so surrendered by the Transferor.
 
 4
 
 8.
REPLACEMENT OF WARRANT. On receipt of evidence reasonably satisfactory
to the Company of the loss, theft, destruction or mutilation of this
Warrant and, in the case of any such loss, theft or destruction of this Warrant,
on delivery of an indemnity agreement or security reasonably satisfactory
in form and amount to the Company or, in the case of any such mutilation,
on surrender and cancellation of this Warrant, the Company at its expense
will execute and deliver, in lieu thereof, a new Warrant of like
tenor.
 
 9.
REGISTRATION RIGHTS. The Holder of this Warrant is hereby granted the
registration right commonly referred to as a "piggyback" registration right. Specifically,
should the Company file a registration statement with the Securities
and Exchange Commission ("SEC") any time after the effectiveness of the
Company's first registration statement filed with the SEC, the Company shall use its
best efforts to include this Warrant and/or the Common Stock underlying this
Warrant in such a registration statement at the Company's sole
expense.
 
 10. MAXIMUM
EXERCISE. The Holder shall not be entitled to exercise this Warrant
on an exercise date, in connection with that number of shares of Common Stock
which would be in excess of the sum of (i) the number of shares of Common Stock
beneficially owned by the Holder and its affiliates on an exercise date, and (ii)
the number of shares of Common Stock issuable upon the exercise of this Warrant
with respect to which the determination of this proviso is being made on an
exercise date, which would result in beneficial ownership by the Holder and its
affiliates of more than 4.99% of the outstanding shares of Common Stock of the
Company on such date. For the purposes of the proviso to the immediately preceding
sentence, beneficial ownership shall be determined in accordance with Section
13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13d-3
thereunder. Subject to the foregoing, the Holder shall not be limited to aggregate
exercises which would result in the issuance of more than 4.99%.
 
 11. WARRANT
AGENT. The Company may, by written notice to the each holder of
the Warrant, appoint an agent for the purpose of issuing Common
Stock (or
Other Securities) on the exercise of this Warrant pursuant to Section 1, exchanging
this Warrant pursuant to Section 7, and replacing this Warrant pursuant
to Section 8, or any of the foregoing, and thereafter any such issuance,
exchange or replacement, as the case may be, shall be made at such office by
such agent.
 
 12. TRANSFER
ON THE COMPANY'S BOOKS. Until this Warrant is transferred on the
books of the Company, the Company may treat the registered holder hereof as the
absolute owner hereof for all purposes, notwithstanding any notice to the contrary.
 
 
 
 13. NOTICES,
ETC. All notices and other communications from the Company to the
Holder of this Warrant shall be mailed by first class registered or certified
mail, postage prepaid, at such address as may have been furnished to the
Company in writing by such holder or, until any such Holder furnishes to the Company
an address, then to, and at the address of, the last Holder of this Warrant
who has so furnished an address to the Company.
 
 14. VOLUNTARY
ADJUSTMENT BY THE COMPANY. The Company may at any time during
the term of this Warrant reduce the then current Exercise Price to any amount
and for any period of time deemed appropriate by the Board of Directors of the
Company.
  15.
MISCELLANEOUS. This Warrant and any term hereof may be changed, waived,
discharged or terminated only by an instrument in writing signed by the party
against which enforcement of such change, waiver, discharge or termination is
sought. This Warrant shall be governed by and construed in accordance with the laws
of State of Nevada without regard to principles of conflicts of laws. Any
action brought concerning the transactions contemplated by this Warrant shall be
brought only in the state courts of Nevada or in the federal courts located
in the state of NevadaThe prevailing party shall be entitled to recover from the
other party its reasonable attorney's fees and costs. In the event that any
provision of this Warrant is invalid or unenforceable under any applicable statute
or rule of law, then such provision shall be deemed inoperative to the extent
that it may conflict therewith and shall be deemed modified to conform with such
statute or rule of law. Any such provision which may prove invalid or unenforceable
under any law shall not affect the validity or enforceability of any other
provision of this Warrant. The headings in this Warrant are for purposes
of reference only, and shall not limit or otherwise affect any of the terms
hereof. The invalidity or unenforceability of any provision hereof shall in no way
affect the validity or enforceability of any other provision. The Company
acknowledges that legal counsel participated in the preparation of this Warrant
and, therefore, stipulates that the rule of construction that ambiguities
are to be resolved against the drafting party shall not be applied in the
interpretation of this Warrant to favor any party against the other party.
 
 5
 
 IN WITNESS
WHEREOF, the Company has executed this Warrant under seal as of the
date first written above.
  **WORLDTEQ GROUP
      INTERNATIONAL, INC.**By:
    /s/ Jeffrey
      LiebermanJeffrey Lieberman
      CEO, WorldTeq Group International,
Inc.
 6
 
 
 EXHIBIT
A
 
 FORM OF
SUBSCRIPTION
 (To be
signed only on exercise of Warrant)
 
 TO:
WorldTeq Group International, Inc.
 
 The
undersigned, pursuant to the provisions set forth in the attached Warrant (No.____),
hereby irrevocably elects to purchase (check applicable box):
 
 ___
________ shares of the Common Stock covered by such Warrant; or
 
 ___ the
maximum number of shares of Common Stock covered by such Warrant pursuant
to the cashless exercise procedure set forth in Section 2.
 
 The
undersigned herewith makes payment of the full Exercise Price for such shares at
the price per share provided for in such Warrant, which is
 $___________.
Such payment takes the form of (check applicable box or boxes):
 
 ___
$__________ in lawful money of the United States; and/or
 
 ___ the
cancellation of such portion of the attached Warrant as is exercisable for a
total of _______ shares of Common Stock (using a Fair Market Value
of
 $_______
per share for purposes of this calculation); and/or
 
 ___ the
cancellation of such number of shares of Common Stock as is necessary, in
accordance with the formula set forth in Section 2, to exercise this Warrant with
respect to the maximum number of shares of Common Stock purchaseable pursuant
to the cashless exercise procedure set forth in Section 2.
 
 The
undersigned requests that the certificates for such shares be issued in the name of,
and delivered to ____________________ whose address is
 _________________________________________
..
 
 The
undersigned represents and warrants that all offers and sales by the undersigned
of the securities issuable upon exercise of the within Warrant shall be made
pursuant to registration of the Common Stock under the Securities Act of 1933, as
amended (the "Securities Act") or pursuant to an exemption from registration
under the Securities Act.
 
 Dated:___________________         
_________________________________________
 (Signature must conform to name of holder
 as
specified on the face of the Warrant)
 _________________________________________
 
 7
 
 
 Exhibit
B
 
 FORM OF
TRANSFEROR ENDORSEMENT
 (To be
signed only on transfer of Warrant)
  
 For value
received, the undersigned hereby sells, assigns, and transfers
unto the person(s) named below under the heading "Transferees" the right
represented by the within Warrant to purchase the percentage and number of shares of
Common Stock of WorldTeq Group International, Inc. to which the within Warrant
relates specified under the headings "Percentage Transferred" and "Number
Transferred," respectively,
opposite the name(s) of such person(s) and appoints each such person
Attorney to transfer its respective right on the books of WorldTeq Group International,
Inc. with full
power of substitution in the premises.
 
 Transferees
    Percentage
    NumberTransferred
    Transferred---------------------------
    --------------------------
    -----------------------------------------------------
    --------------------------
    -----------------------------------------------------
    --------------------------
    -----------------------------------------------------
    --------------------------
    -----------------------------------------------------
    --------------------------
    -----------------------------------------------------
    --------------------------
    --------------------------


Dated:___________________              
_________________________________________
(Signature must conform to name of holder
as
specified on the face of the Warrant)

Signed in
the presence of:

_______________________________    
_________________________________________
(Name)                                                        (address)

_________________________________________
ACCEPTED
AND AGREED: (address)
[TRANSFEREE]

_____________________________
 8