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                                                                  EXHIBIT 10.6

                              TBM HOLDINGS, INC.


                  $5.00 Warrant for the Purchase of Shares of
                      Common Stock of TBM Holdings, Inc.


      THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
      1933, OR ANY STATE SECURITIES LAWS, BUT HAS BEEN ISSUED PURSUANT
      TO AN EXEMPTION FROM SUCH REGISTRATION AND MAY NOT BE SOLD,
      TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNTIL
      EITHER (I) THE HOLDER HEREOF SHALL HAVE RECEIVED AN OPINION OF
      COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT REGISTRATION
      THEREOF UNDER THE ACT IS NOT REQUIRED OR (II) A REGISTRATION
      STATEMENT UNDER THE ACT WITH RESPECT THERETO SHALL HAVE BECOME
      EFFECTIVE UNDER THE ACT.


No. ___



            FOR VALUE RECEIVED, TBM HOLDINGS, INC., a Florida corporation
(the "Company"), hereby certifies that ________________________ (the
"Holder"), is entitled, subject to the provisions of this Warrant, to
purchase from the Company in the aggregate, at the times specified herein
prior to the Expiration Date, a number of shares of the fully paid and
nonassessable shares of Common Stock equal to the number of Warrant Shares,
at a purchase price per share equal to the Exercise Price.  On the Expiration
Date, this Warrant shall expire and become void.  The number of Warrant
Shares are subject to adjustment from time to time as hereinafter set forth.

            1.    Definitions.  The following terms, as used herein, have the
following meanings:

            "Affiliate" means a Person or entity that directly, or indirectly
through one or more intermediaries, controls or is controlled by, or under
common control with a Person.

            "Business Day" means any day except a Saturday, Sunday or other
day on which commercial banks in the State of Connecticut are required or
authorized by law to close.


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            "Common Stock" means the common stock, par value $0.001 per
share, of the Company.

            "Duly Endorsed" means duly endorsed in blank by the Person or
Persons in whose name a stock certificate is registered or accompanied by a
duly executed stock assignment separate from the certificate.

            "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

            "Exercise Date" means the date that is one hundred eighty days
from the date of the Operating Acquisition.

            "Exercise Price" means $5.00 per share of the Warrant Shares.

            "Expiration Date" means June 15, 2009.

            "Person" means an individual, partnership, corporation, trust,
limited liability company, joint stock company, association, joint venture,
or any other entity or organization, including a government or political
subdivision or an agency or instrumentality thereof.

            "Operating Acquisition" means the Company's first acquisition of
an operating company after the date hereof.

            "Securities Act" means the Securities Act of 1933.

            "Warrant Shares" means 31,290 shares of Common Stock of the
Company, subject to adjustment from time to time as provided herein.

            2.    Exercise of Warrant.

                  (a)   Subject to the terms and conditions hereof, the
Holder is entitled to exercise this Warrant in whole at any time or in part
from time to time after ten days' prior written notice to the Company given
after the Exercise Date and prior to the Expiration Date or, if such day is
not a Business Day, then on the next succeeding day that shall be a Business
Day, by presentation and surrender hereof to the Company with the Exercise
Subscription Form annexed hereto (the "Exercise Subscription Form"), duly
executed and accompanied by proper payment of the Exercise Price for the
number of Warrant Shares specified in such form.

                  (b)   At the option of the Holder, the Exercise Price may
be paid in cash or by wire transfer of immediately available funds to an
account designated by the Company upon receipt of the Exercise Subscription
Form or by certified or official bank check or bank cashier's check payable
to the order of the Company, or by any combination of such cash, wire


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transfer or check.  In addition, the Company shall permit all or part of the
Exercise Price to be paid with previously owned shares of Common Stock at the
option of the Holder.  Upon receipt by the Company of this Warrant and the
Exercise Subscription Form, together with the applicable Exercise Price, at
the Company's office designated for such purpose (which office initially
shall be that set forth in Section 11 below), in proper form for exercise,
the Holder shall be deemed to be the holder of record of that number of the
Warrant Shares deliverable upon such exercise, notwithstanding that the stock
transfer books of the Company shall then be closed or that certificates
representing such Warrant Shares shall not then be actually delivered to the
Holder.  The Company shall pay any and all documentary, stamp or similar
issue or transfer taxes of the United States or any state thereof payable in
respect of the issue or delivery of such Warrant Shares.  The Company shall
not be required, however, to pay any tax or other charge imposed in
connection with any transfer involved in the issue of any certificate for
Warrant Shares to a person other than the registered Holder hereof, and in
such case the Company shall not be required to issue or deliver any stock
certificate until such tax or other charge has been paid or it has been
established to the Company's satisfaction that no tax or other charge is due.

                  If the Holder exercises this Warrant in part, this Warrant
shall be surrendered by the Holder to the Company and a new Warrant of the
same tenor and for the unexercised number of Warrant Shares which was not
surrendered shall be executed by the Company.  The Company shall register the
new Warrant in the name of the Holder and deliver the new Warrant to the
Holder.

                  Upon surrender of this Warrant in conformity with the
foregoing provisions, the Company shall transfer to the Holder of this
Warrant appropriate evidence of ownership of any shares of Common Stock to
which the Holder is entitled, registered or otherwise placed in, or payable
to the order of the Holder or its nominee, and shall deliver such evidence of
ownership to the Holder or its nominee, together with an amount in cash in
lieu of any fraction of a share as provided in Section 5 below.

            3.    Restrictive Legend.  Certificates representing any Warrant
Shares shall bear such restrictive legend as may, in the opinion of the
Company, be necessary or appropriate in light of the fact that such Warrant
Shares were not sold in a transaction registered under the Securities Act or
any state securities law.

            4.    Reservation of Shares.  The Company hereby agrees that at
all times there shall be reserved for issuance and delivery upon exercise of
this Warrant such number of its authorized but unissued shares of Common
Stock or other securities of the Company from time to time issuable upon
exercise of this Warrant as will be sufficient to permit the exercise in full
of this Warrant.  All such shares shall be duly authorized and, when issued
upon such exercise, shall be validly issued, fully paid and nonassessable,
free and clear of all liens, security interests, charges and other
encumbrances or restrictions on sale and free and clear of all preemptive
rights.


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            5.    Fractional Shares.  No fractional shares or scrip
representing fractional shares shall be issued upon the exercise of this
Warrant.  With respect to any fraction of a share called for upon any
exercise hereof, the Company shall pay to the Holder an amount in cash equal
to such fraction multiplied by the Exercise Price.

            6.    No Transfer or Sale of Warrant; Loss of Warrant.  Neither
this Warrant nor any rights hereunder shall be transferred or sold by the
Holder other than (i) by will or the laws of descent and distribution, or
(ii) to Affiliates, and any such transfer or sale shall be void and have no
force or effect.

            Upon receipt by the Company of evidence satisfactory to it (in
the exercise of its reasonable discretion) of the loss, theft, destruction or
mutilation of this Warrant, and (in the case of loss, theft or destruction)
of satisfactory indemnification, and upon surrender and cancellation of this
Warrant, if mutilated, the Company shall execute and deliver a new Warrant of
like tenor and date.  All expenses and reasonable charges associated with
procuring such indemnity and all stamp tax and other governmental duties that
may be imposed in relation to any such substitution shall be borne by the
Holder.  The provisions of this Section 6 are exclusive and shall preclude
(to the extent lawful) all other rights or remedies with respect to the
replacement of this Warrant if mutilated, lost, stolen or destroyed.

            7.    Rights of the Holder.  Prior to the exercise of this
Warrant, the Holder shall not, by virtue hereof, be entitled to any rights of
a shareholder of the Company including, without limitation, the right to
vote, to receive dividends or other distributions or to receive any notice of
meetings of shareholders or any notice of any proceedings of the Company
except as may be specifically provided for herein.

            8.    Adjustment Provisions.  The number of Warrant Shares shall
be subject to change or adjustment as follows:

                  (a)   Stock Dividends, Subdivisions, Combinations.  In case
the Company shall (i) pay a dividend on its Common Stock in shares of Common
Stock, (ii) subdivide its outstanding Common Stock, or (iii) combine its
outstanding Common Stock into a smaller number of shares of Common Stock,
then the number of shares of Common Stock purchasable upon exercise of this
Warrant immediately prior to the record date fixing shareholders to be
affected by such event shall be adjusted so that the Holder of this Warrant
shall thereafter be entitled to receive that kind and number of shares of
Common Stock or other securities of the Company that the Holder would have
owned or have been entitled to receive after the happening of any of the
events described above, had this Warrant been exercised immediately prior to
the happening of such event or any record date with respect thereto.  An
adjustment made pursuant to this Section 8 shall become effective immediately
after the record date in the case of a dividend and shall become effective
immediately after the effective date in the case of a subdivision or
combination.


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                  (b)   Reorganization or Reclassification.  In case of any
capital reorganization or any reclassification of the capital stock of the
Company (whether pursuant to a merger or consolidation or otherwise), or in
the case of any sale, lease or conveyance of all, or substantially all, of
the property, assets, business, and goodwill of the Company as an entity,
this Warrant shall thereafter be exercisable for the number of shares of
stock or other securities or property receivable upon such capital
reorganization or reclassification of capital stock or sale of assets, as the
case may be, by a holder of the number of shares of Common Stock into which
this Warrant would have been exercisable immediately prior to such capital
reorganization or reclassification of capital stock; and, in any case,
appropriate adjustment shall be made in the application of the provisions
herein set forth with respect to the rights and interests thereafter of the
Holder of this Warrant to the end that the provisions set forth herein shall
thereafter be applicable, as nearly as reasonably may be, in relation to any
shares of stock or other securities or property thereafter deliverable upon
the exercise of this Warrant.

                  (c)   Additional Capital Contributions.  In the event the
Company shall offer for sale an additional 1,000,000 shares of Common Stock
at $5.00 per share within ten (10) days of signing a letter of intent
relating to the Operating Acquisition then appropriate adjustment shall be
made to the number of Warrant Shares which may be purchased under this
Agreement.

                  (d)   Issuance of Capital Stock in Connection with
Operating Acquisition.  In the event the Company shall issue additional
shares of its capital stock as consideration for the Operating Acquisition,
then appropriate adjustment shall be made to the number of Warrant Shares
which may be purchased under this Agreement.

                  (e)   Other Action Affecting Capital Stock.  In case at any
time or from time to time the Company shall take any action affecting its
capital stock as such, other than an action described in any of the foregoing
clauses (a), (b), (c) and (d), then, unless the Board of Directors of the
Company reasonably determines in good faith that such action will not have a
materially adverse effect upon the rights of the Holder of the Warrants, the
number of Warrant Shares shall be adjusted in such manner and at such time as
the Board of Directors of the Company may reasonably and in good faith
determine to be equitable in the circumstances.

                  (f)   Notice of Adjustment.  Whenever the number of Warrant
Shares is adjusted, the Company will forthwith cause a notice stating the
adjustment.  Such notice shall show in detail the facts requiring such
adjustment.

            9.    Liquidation.

                  (a)   Liquidating Dividends.  If the Company declares or
pays a dividend upon the Common Stock payable otherwise than in cash out of
earnings or earned


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surplus (determined in accordance with generally accepted accounting
principles, consistently applied) except (i) for a stock dividend payable in
shares of Common Stock or (ii) a return of capital to investors in the event
the Company does not acquire an operating company within two years of the
date hereof (a "Liquidating Dividend"), it will give written notice by
registered mail, at least twenty (20) Business Days prior to the date on
which a record is taken for such Liquidating Dividend, or, if no record is
taken, the date as of which record holders of Common Stock entitled to such
Liquidating Dividend is determined.  Such notice shall state that the Company
proposes to make a Liquidating Dividend, the date on which holders entitled
to receive the Liquidating Dividend will be determined and the approximate
amount of the Liquidating Dividend which the Company expects to make.

            10.   Registration Rights.

                  (a)   Piggyback Registration.  If, at any time the Company
proposes to register any of its securities under the Securities Act other
than the proposed Registration Statement on Form SB-2 or other similar
successor forms to register certain creditor options and (other than pursuant
to Form S-4 or Form S-8 or similar successor forms) it will give written
notice by registered mail, at least thirty (30) days prior to the filing of
each such registration statement, to the Holder of the Warrant Shares of its
intention to do so.  If the Holder of the Warrant Shares notifies the Company
within twenty (20) days after receipt of any such notice of its desire to
include any such securities in such proposed registration statement, the
Company shall afford the Holder of the Warrant Shares the opportunity to have
any such Warrant Shares registered under such registration statement; except
that if the managing underwriter advises the Company that the inclusion of
all Warrant Shares held by the Holder proposed to be included in such
registration would interfere with the successful marketing (including
pricing) of the securities proposed to be registered by the Company, then the
securities to be included in such registration shall be included in the
following order:

                  (i)   first, the securities proposed to be included in such
registration by the Company; and

                  (ii)  second, the Warrant Shares held by the Holders
requested to be included in such registration.

                  Notwithstanding the provisions of this Section 10, the
Company shall have the right at any time after it shall have given written
notice pursuant to this Section 10 (irrespective of whether a written request
for inclusion of any such securities shall have been made) to elect not to
file any such proposed registration statement, or to withdraw the same after
the filing but prior to the effective date thereof.


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                  (b)   Covenants of the Company With Respect to
Registration.  In connection with any registration under this Section 10, the
Company covenants and agrees as follows:

                  (i)   The Company shall use its best efforts to have any
registration statements declared effective at the earliest possible time and
shall furnish the Holder desiring to sell Warrant Shares such number of
prospectuses as shall reasonably be requested.

                  (ii)  The Company shall pay all costs, fees and expenses in
connection with all registration statements filed pursuant to this Section 10
(excluding fees and expenses of Holder's counsel and any underwriting or
selling commissions), including, without limitation, the Company's legal and
accounting fees, printing expenses and blue sky fees and expenses.

                  (iii) The Company will take all necessary action which may
be required in qualifying or registering the Warrant Shares included in a
registration statement for offering and sale under the securities or blue sky
laws of such states as reasonably are requested by the Holder, provided that
the Company shall not be obligated to execute or file any general consent to
service of process or to qualify as a foreign corporation to do business
under the laws of any such jurisdiction.

                  (iv)  The Company shall indemnify the Holder of the Warrant
Shares to be sold pursuant to any registration statement and each person, if
any, who controls such Holder within the meaning of Section 15 of the
Securities Act or Section 20(a) of the Exchange Act, against all loss, claim,
damage, expense or liability (including all expenses reasonably incurred in
investigating, preparing or defending against any claim whatsoever) to which
any of them may become subject under the Securities Act, the Exchange Act or
otherwise, arising from such registration statement to the same extent and
with the same effect as the provisions pursuant to which the Company agrees
to indemnify its managing underwriters, if any.

                  (v)   The Holders of the Warrant Shares to be sold pursuant
to a registration statement, and their successors and assigns, shall
severally, and not jointly indemnify the Company, its officers and directors
and each person, if any, who controls the Company within the meaning of
Section 15 of the Securities Act or Section 20 (a) of the Exchange Act,
against all loss, claim, damage or expense or liability (including all
expenses reasonably incurred in investigating, preparing or defending against
any claim whatsoever) to which they may become subject under the Securities
Act, the Exchange Act or otherwise, arising from information furnished by or
on behalf of such Holders, or their successors or assigns, for specific
inclusion in such registration statement.

                  (vi)  Nothing contained in this Agreement shall be
construed as requiring the Holders to exercise their Warrants prior to the
initial filing of any registration statement or the effectiveness thereof.


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                  (vii) The Company shall furnish to each Holder
participating in the offering and to each underwriter, if any, a signed
counterpart, addressed to such Holder or underwriter, of (i) an opinion of
counsel to the Company, dated the effective date of such registration
statement and (ii) a "cold comfort" letter dated the effective date of such
registration statement (and, if such registration includes an underwritten
public offering, a letter dated the date of the closing under the
underwriting agreement) signed by the independent public accountants who have
issued a report on the Company's financial statements included in such
registration statement, in each case covering substantially the same matters
with respect to such registration statement (and the prospectus included
therein) and, in the case of such accountants' letter, with respect to events
subsequent to the date of such financial statements, as are customarily
covered in opinions of issuer's counsel and in accountants' letters delivered
to underwriters in underwritten public offerings of securities.

                  (viii) The Company shall deliver promptly to each Holder
participating in the offering requesting the correspondence and memoranda
described below, copies of all correspondence between the Commission and the
Company, its counsel or auditors and all memoranda relating to discussions with
the Commission or its staff with respect to the registration statement and shall
permit each Holder to do such investigation, upon reasonable advance notice,
with respect to information contained in or omitted from the registration
statement as it deems reasonably necessary to comply with applicable securities
laws or rules of the NASD.  Such investigation shall include access to books,
records and properties and opportunities to discuss the business of the Company
with its officers and independent auditors, all to such reasonable extent and at
such reasonable times and as often as any Holder shall reasonably request.

            11.   Notices.  Any notice, demand or delivery authorized by this
Warrant shall be in writing and shall be given to the Holder or to the
Company, as the case may be, at its address (or facsimile number) set forth
below, or such other address (or facsimile number) as shall have been
furnished to the party giving or making such notice, demand or delivery:

If to the Company:            TBM Holdings, Inc.
                              136 Main Street
                              Westport, Connecticut  06880
                              Attn:  William A. Schwartz

If to the Holder:



Each such notice, demand or delivery shall be effective (i) if given by
facsimile transmission, when such transmission to the facsimile number
specified herein and the appropriate answerback


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is received, or (ii) if given by U.S. mail, 72 hours after such communication
is deposited in the U.S. mails certified or registered mail, return receipt
requested with first class postage prepaid addressed as aforesaid, or (iii)
if given by any other means, when delivered at the address specified herein.

            12.   Applicable Law.  This Warrant and all rights arising
hereunder shall be construed and determined in accordance with the internal
laws of the State of Connecticut, and the performance thereof shall be
governed and enforced in accordance with such laws.

            13.   Amendments; Waivers.  Any provision of this Warrant may be
amended or waived if, and only if, such amendment or waiver is in writing and
signed, in the case of an amendment, by the Holder and the Company, or in the
case of a waiver, by the party against whom the waiver is to be effective.
No failure or delay by either party in exercising any right, power or
privilege hereunder shall operate as a waiver thereof nor shall any single or
partial exercise thereof preclude any other or further exercise thereof or
the exercise of any other right, power or privilege.  The rights and remedies
herein provided shall be cumulative and not exclusive of any rights or
remedies provided by law.

            IN WITNESS WHEREOF, the Company has duly caused this Warrant to
be executed by its duly authorized officer and to be dated as of
_____________, 1999.

                                    TBM HOLDINGS, INC.


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



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                          EXERCISE SUBSCRIPTION FORM


                (To be executed only upon exercise of Warrant)



To:  TBM Holdings, Inc. (the "Company")



      Reference is made to the Warrant issued to the undersigned by the
Company dated ________________, 1999 (the "Warrant").

      1.    The undersigned hereby irrevocably elects to exercise the Warrant
for the purchase of ____________ shares of common stock, par value $0.001 per
share, of the Company (the "Common Stock") at $5.00 per share of Common Stock
and herewith makes payment of $____________ (such payment being made in cash
or by wire transfer to an account to be designated by the Company upon
receipt of this Exercise Subscription Form or by certified or official bank
or bank cashier's check payable to the order of the Company), all on the
terms and conditions specified in the within Warrant, and surrenders the
Warrant and all right, title and interest therein to the Company.

      2.    The undersigned requests that a certificate for the shares of
Common Stock deliverable upon the exercise of this Warrant be registered or
placed in the name of ______________________________________ whose address is
_______________________________________________ and that such certificate be
delivered to ____________________ whose address is _________________________ .

      3.    If the number of shares of Common Stock deliverable upon the
exercise of this Warrant is less than all of the Warrant Shares (as defined
in the Warrant) purchasable under the Warrant, the undersigned requests that
a new Warrant representing the remaining balance of the Warrant Shares be
registered in the name of the undersigned and that such Warrant be delivered
to the undersigned at the address set forth below.


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Date:
     -----------------------

                                    HOLDER


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

                                    [ADDRESS]

                                    (Signature must conform in all respects
                                    to the name of holder as specified on the
                                    face of the Warrant.)




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