<PAGE>

THE WARRANT REPRESENTED BY THIS CERTIFICATE AND THE SHARES
ISSUABLE UPON EXERCISE THEREOF MAY NOT BE SOLD, TRANSFERRED,
ASSIGNED, PLEDGED OR OTHERWISE DISPOSED OF, IN WHOLE OR IN PART,
UNLESS ANY SUCH TRANSACTION IS REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS UNDER SAID ACT IS AVAILABLE, AND THE COMPANY HAS
RECEIVED AN OPINION OF COUNSEL TO SUCH EFFECT, WHICH OPINION IS
REASONABLY SATISFACTORY TO THE COMPANY.

                OZO DIVERSIFIED AUTOMATION, INC.
                                
                  COMMON STOCK PURCHASE WARRANT


     1.        Number and Price of Shares of Common Stock Subject to
Common  Stock  Purchase  Warrant.   Subject  to  the  terms   and
conditions  hereinafter  set  forth, _______   (the  "Holder"),  is
entitled  to  purchase from Ozo Diversified Automation,  Inc.,  a
Colorado  corporation (the "Company"), at any time and from  time
to   time   during  the  period  from  October  10,   1996   (the
"Commencement  Date") until 5:00 p.m., Miami,  Florida  Time,  on
October  10,  2001 (the "Expiration Date"), at  which  time  this
Common  Stock Purchase Warrant (the "Warrant") shall  expire  and
become  void, an aggregate of ________ shares (the "Warrant  Shares")
of  the  Company's common stock, $.10 par value  per  share  (the
"Common  Stock"), which number of Warrant Shares  is  subject  to
adjustment  from time to time, as described below,  upon  payment
therefor  of  the  exercise price of $.75 per  Warrant  Share  in
lawful  funds of the United States of America, such amounts  (the
"Basic  Exercise Price") being subject to adjustment in  the  cir
cumstances set forth hereinbelow.  This applicable Basic Exercise
Price,  until such adjustment is made and thereafter as  adjusted
from time to time, is called the "Exercise Price."

     2.        Exercise of Warrant.  This Warrant may be exercised in
whole or in part at any time from and after the Commencement Date
and  on or before the Expiration Date, provided however, if  such
Expiration  Date  is  a day on which Federal or  State  chartered
banking  institutions  located  in  the  State  of  Florida   are
authorized  by  law to close, then the Expiration Date  shall  be
deemed  to be the next succeeding day which shall not be  such  a
day,  by  presentation  and  surrender  to  the  Company  at  its
principal office, or at the office of any transfer agent for  the
Warrants ("Transfer Agent"), designated by the Company,  of  this
Warrant  accompanied by the form of election to purchase  on  the
last  page  hereof signed by the Holder and upon payment  of  the
Exercise  Price  for  the Warrant Shares  purchased  thereby,  by
cashier's  check  or  by  wire transfer of immediately  available
funds.  If this Warrant is exercised in part only, the Company or
Transfer Agent shall, promptly after presentation of this Warrant
upon such exercise, execute and deliver a new Warrant, dated  the
date hereof, evidencing the rights of the Holder to purchase  the
balance of the Warrant Shares purchasable hereunder upon the same

<PAGE>
terms  and  conditions herein set forth.  This Warrant  shall  be
deemed  to have been exercised immediately prior to the close  of
business  on  the date of its surrender for exercise as  provided
above,  and the person entitled to receive the Warrant Shares  or
other securities issuable upon such exercise shall be treated for
all  purposes as the holder of such shares of record  as  of  the
close of business on such date.  As promptly as practicable,  the
Company shall issue and deliver to the person or persons entitled
to  receive the same a certificate or certificates for the number
of full Warrant Shares issuable upon such exercise, together with
cash in lieu of any fraction of a share as provided below.

     3.        Demand Registration Rights.  If, at any time prior to
the Expiration Date, the Holders of a majority of the Warrants or
the  shares  of  Common Stock acquired upon the exercise  of  the
Warrants  shall  give notice to the Company requesting  that  the
Company  file  with the Securities and Exchange  Commission  (the
"Commission")  a registration statement relating  to  the  Common
Stock  underlying such Warrants issued or issuable upon  exercise
thereof   (the  "Registration  Statement"),  the  Company   shall
promptly  give  written  notice  of  such  proposed  Registration
Statement to the Holders of such Warrants or Common Stock, and to
any  subsequent permissible transferee of any of the Warrants  or
Common  Stock  (at the address of such persons appearing  on  the
books  of  the Company or its transfer agent) which notice  shall
offer  to  include  the  Common Stock  underlying  such  Warrants
issuable  or  issued  upon  exercise  thereof  in  the  requested
Registration  Statement.  The Company shall, as expeditiously  as
possible,  file  and  use its best efforts  to  cause  to  become
effective  under  the  Securities Act of 1933,  as  amended  (the
"Securities  Act"), the Registration Statement covering  such  of
the  Common Stock underlying the Warrants issuable or  issued  on
exercise  of  the Warrants as the Company has been  requested  to
register  for disposition by the Holders thereof, to  the  extent
required  to  permit the public sale or other public  disposition
thereof by the Holders.  The Company shall cause the Registration
Statement to remain effective for a period of twelve (12)  months
from  the  effective date of the Registration Statement  or  such
earlier  date as all of the Common Stock underlying the  Warrants
issuable  or issued upon exercise thereof have been sold  or  the
Warrants expire (the "Effective Period").  The Company shall  pay
all  costs, expenses, disbursements, and fees, including fees and
expenses  of  counsel and accountants for the  Company,  and  the
expenses of preparing, printing and filing under the Act  and  of
furnishing  copies  of  the prospectus, in  connection  with  the
Registration  Statement and also including all  costs,  expenses,
disbursements,  and  fees  required  to  keep  such  Registration
Statement  current for the Effective Period, but excluding  costs
or  expenses  of  the  Holders'  counsel,  accountants  or  other
professionals retained by the Holders and underwriting  discounts
and expenses attributable to the Company's securities held by the
Holders.

     4.        Reservation of Common Stock.  The Company covenants
that,  during the period this Warrant is exercisable, the Company
will  reserve  from its authorized and unissued  Common  Stock  a
sufficient  number of shares of Common Stock to provide  for  the
issuance of the Warrant Shares upon the exercise of this Warrant.
This  Company  agrees  that its issuance of  this  Warrant  shall
constitute  full authority to its officers who are  charged  with
<PAGE>

the duty of executing stock certificates to execute and issue the
necessary  certificates for Warrant Shares upon the  exercise  of
this Warrant.

     5.        No Stockholder Rights.  This Warrant, as such, shall
not  entitle  the  Holder to any rights of a stockholder  of  the
Company,   until  the  Holder  has  exercised  this  Warrant   in
accordance with Section 2 hereof.

     6.        Adjustment of Exercise Price and Number of Warrant
Shares.

      6.1   The  number and kind of securities issuable upon  the
exercise of this Warrant shall be subject to adjustment from time
to  time,  and  the  Company agrees to provide  notice  upon  the
happening of certain events, as follows:

          a.        If the Company is recapitalized through the subdivision
or  combination of its outstanding shares of Common Stock into  a
larger or smaller number of shares of Common Stock, the number of
shares  of  Common Stock for which this Warrant may be  exercised
shall  be  increased or reduced, as of the record date  for  such
recapitalization,  in  the same proportion  as  the  increase  or
decrease  in  the  outstanding shares of Common  Stock,  and  the
Exercise  Price  shall be adjusted so that the  aggregate  amount
payable  for  the purchase of all of the Warrant Shares  issuable
hereunder   immediately   after  the   record   date   for   such
recapitalization  shall  equal the aggregate  amount  so  payable
immediately before such record date.

          b.        If the Company declares a dividend on its Common Stock
payable  in  shares of its Common Stock or securities convertible
into  shares of its Common Stock, the number of shares of  Common
Stock  for which this Warrant may be exercised shall be increased
as  of  the  record date for determining which holders of  Common
Stock  shall be entitled to receive such dividend, in  proportion
to  the  increase in the number of outstanding shares  of  Common
Stock (and shares of Common Stock issuable upon conversion of all
such  securities convertible into shares of Common  Stock)  as  a
result of such dividend, and the Exercise Price shall be adjusted
so  that the aggregate amount payable for the purchase of all the
Warrant  Shares issuable hereunder immediately after  the  record
date  for  such  dividend  shall equal the  aggregate  amount  so
payable immediately before such record date.

          c.        If the Company effects a general distribution to
holders  of its Common Stock, other than as part of the Company's
dissolution  or liquidation or the winding up of its affairs,  of
any shares of its capital stock, any evidence of indebtedness  or
any  of  its assets (other than cash, shares of Common  Stock  or
securities convertible into shares of Common Stock), the  Company
shall  give  written  notice to the Holder of  any  such  general
distribution  at  least fifteen (15) days prior to  the  proposed
record  date  in  order  to permit the Holder  to  exercise  this
Warrant  on  or  before  the record  date.   There  shall  be  no
adjustment in the number of shares of Common Stock for which this
Warrant may be exercised, or in the Exercise Price, by virtue  of
any  such  general  distribution, except  as  otherwise  provided
herein.
<PAGE>

          d.        If the Company offers rights or warrants (other than
the  Warrant)  to all holders of its Common Stock  which  entitle
them  to  subscribe to or purchase additional  shares  of  Common
Stock or securities convertible into shares of Common Stock,  the
Company  shall give written notice of any such proposed  offering
to  the  Holder at least fifteen (15) days prior to the  proposed
record  date  in  order  to permit the Holder  to  exercise  this
Warrant on or before such record date.

          e.        In the event an adjustment in the Exercise Price or the
number  of  Warrant  Shares  issuable  hereunder  is  made  under
subsection a. or b. above, and such an event does not occur, then
any adjustments in the Exercise Price or number of Warrant Shares
issuable  upon  exercise  of  this  Warrant  that  were  made  in
accordance with such subsection a. or b. shall be re-adjusted  to
the Exercise Price and number of Warrant Shares as were in effect
immediately prior to the record date for such an event.

          f.        If and whenever the Company issues or sells, or in
accordance with Subsection 6.1 is deemed to have issued or  sold,
any shares of its Common Stock for a consideration per share less
than  the Exercise Price in effect immediately prior to the  time
of  such  issuance  or sale (except for the  issuance  or  deemed
issuance of securities in a transaction described in paragraph g.
of  this Subsection 6.1), then immediately upon such issuance  or
sale  the  Exercise  Price will be reduced to an  Exercise  Price
determined   by   multiplying  the  Exercise  Price   in   effect
immediately  prior  to the issuance or sale by  a  fraction,  the
numerator  of which shall be the sum of (i) the number of  shares
of  Common  Stock outstanding prior to the issuance or sale  plus
(ii)  the  number of Warrant Shares issuable hereunder  that  the
maximum  aggregate  amount  of consideration  receivable  by  the
Company upon such issuance or sale would purchase at the Exercise
Price  in  effect immediately prior to the issuance or sale,  and
the  denominator of which shall be the number of shares of Common
Stock  deemed outstanding, as hereinafter determined, immediately
after such issuance or sale.

          g.        The following securities or transactions shall be
excluded  from  the operation of paragraph f. of this  Subsection
6.1:

               (i)  The existence and any exercise of any option,
convertible promissory note, warrant, or other right to  purchase
Common Stock, that is outstanding on the date hereof; and

                (ii)  Any grant or exercise of options for Common
Stock  granted  under  the  Company's  stock  option  plans,   in
existence as of the date hereof, provided said grant or  exercise
is  not  effectuated as a result of any amendment to  such  plans
subsequent to the date hereof, with an exercise price equal to at
least the fair market value of the shares of Common Stock on  the
date of grant; and

                (iii)      Any shares issued to Advanced Controls
in  connection with the proposed stock exchange agreement between
the Company and Advanced Controls.

<PAGE<
          h.        If the Company in any manner grants any rights or
options to subscribe for or to purchase Common Stock or any stock
or  other securities convertible into or exchangeable for  Common
Stock  (such  rights or options being herein called "Rights"  and
such convertible or exchangeable stock or securities being herein
called  "Convertible Securities"), and the price  per  share  for
which  Common Stock is issuable upon the exercise of such  Rights
or  upon conversion or exchange of such Convertible Securities is
less  than the Exercise Price in effect immediately prior to  the
time  of  the  granting of such Rights, then  the  total  maximum
number  of  shares of Common Stock issuable upon the exercise  of
such  Rights or upon conversion or exchange of the total  maximum
amount  of such Convertible Securities issuable upon the exercise
of  such Rights will be deemed to be outstanding and to have been
issued  and  sold by the Company for such price per  share.   For
purposes  of this Section, the "price per share for which  Common
Stock is issuable upon exercise of such Rights or upon conversion
or exchange of such Convertible Securities" will be determined by
dividing (i) the total amount, if any, received or receivable  by
the  Company  as consideration for the granting of  such  Rights,
plus  the  minimum  aggregate amount of additional  consideration
payable to the Company upon exercise of all such Rights, plus, in
the  case  of  Rights that relate to Convertible Securities,  the
minimum  aggregate  amount of additional consideration,  if  any,
payable  to  the  Company  upon the  issuance  or  sale  of  such
Convertible Securities and the conversion or exchange thereof, by
(ii)  the  total  maximum number of shares of Common  Stock  then
issuable  upon the exercise of such Rights or upon the conversion
or  exchange  of  all Convertible Securities  issuable  upon  the
exercise  of  such  Rights.   Except  as  otherwise  provided  in
Subsections j. and k. below, no adjustment of the Exercise  Price
will be made when Convertible Securities are actually issued upon
the  exercise  of  such Rights or when Common Stock  is  actually
issued  upon  the  exercise of such Rights or the  conversion  or
exchange of such Convertible Securities.

          i.        If the Company in any manner issues or sells any
Convertible Securities, and the price per share for which  Common
Stock  is issuable upon such conversion or exchange is less  than
the  Exercise Price in effect immediately prior to  the  time  of
such  issuance  or  sale, then the maximum number  of  shares  of
Common  Stock  then issuable upon conversion or exchange  of  all
such Convertible Securities will be deemed to be outstanding  and
to  have  been issued and sold by the Company for such price  per
share,  as  determined below.  For the purposes of this  Section,
the "price per share for which Common Stock is issuable upon such
conversion  or exchange" will be determined by dividing  (i)  the
total   amount   received  or  receivable  by  the   Company   as
consideration  for  the  issuance or  sale  of  such  Convertible
Securities,  plus  the  minimum aggregate  amount  of  additional
consideration, if any, payable to the Company upon the conversion
or  exchange thereof, by (ii) the total maximum number of  shares
of  Common Stock then issuable upon the conversion or exchange of
all such Convertible Securities.  Except as otherwise provided in
Subsections j. and k. below, no adjustment of the Exercise  Price
will  be  made  when  Common Stock is actually  issued  upon  the
conversion or exchange of such Convertible Securities, and if any
such issuance or sale of such Convertible Securities is made upon
exercise  of any Convertible Securities for which adjustments  of
the  Exercise Price had been or are to be made pursuant to  other
provisions  of  this  Section 6, no  further  adjustment  of  the
Exercise Price will be made by reason of such issuance or sale.
<PAGE>

          j.        If (a) the purchase price provided for in any Rights,
(b)  the  additional  consideration, if  any,  payable  upon  the
conversion or exchange of any Convertible Securities, or (c)  the
rate at which any Convertible Securities are convertible into  or
exchangeable  for Common Stock, changes at any time  (other  than
under  or  by reason of provisions that are designed  to  protect
against dilution of the type set forth in this Section 6 and  are
no  more  favorable to the holders of such Rights or  Convertible
Securities than this Section 6 would have if this Section 6  were
included  in  such  Rights or Convertible Securities),  then  the
Exercise Price in effect at the time of such change will  be  re-
adjusted to the Exercise Price that would have been in effect  at
such  time  had  such  Rights  or  Convertible  Securities  still
outstanding provided for such changed purchase price,  additional
consideration, or changed conversion rate, as the case may be, at
the  time initially granted, issued, or sold; and such adjustment
of  the Exercise Price will be made whether the result thereof is
to  increase  or reduce the Exercise Price then in  effect  under
this Warrant, provided that no such adjustment shall increase the
Exercise  Price above the initial Exercise Price hereof and  that
such  adjustments shall be made by the Board of Directors of  the
Company  who  shall promptly provide notice of the  new  Exercise
Price to the Holder.

          k.        Upon the expiration of any Right, or the termination of
any  right  to  convert  or  exchange any  Convertible  Security,
without  the  exercise of such Right, or the conversion  of  such
Convertible Security, the Exercise Price then in effect hereunder
will  be  adjusted to the Exercise Price that would have been  in
effect  at  the time of such expiration or termination  had  such
Right  or  Convertible  Security  never  been  issued,  but  such
subsequent  adjustment shall not affect the number of  shares  of
Common  Stock issued upon any exercise of this Warrant  prior  to
the date such adjustment is made.

          l.        If any shares of Common Stock, Rights, or Convertible
Securities  are issued or sold or deemed to have been  issued  or
sold  for  consideration that includes cash, then the  amount  of
cash  consideration  actually received by  the  Company  will  be
deemed  to be the cash portion thereof.  If any shares of  Common
Stock,  Rights, or Convertible Securities are issued or  sold  or
deemed  to have been issued or sold for a consideration  part  or
all  of  which  is  other  than cash,  then  the  amount  of  the
consideration other than cash received by the Company will be the
fair  value of such consideration as determined by the  Board  of
Directors   of  the  Company,  except  where  such  consideration
consists of securities, in which case the amount of consideration
received  by the Company will be the market value thereof  as  of
the  date of receipt.  If any shares of Common Stock, Rights,  or
Convertible Securities are issued in connection with  any  merger
or   consolidation  in  which  the  Company  is   the   surviving
corporation,  then the amount of consideration therefor  will  be
deemed to be the fair value of such portion of the net assets and
business  of the non-surviving corporation as is attributable  to
such Common Stock, Rights, or Convertible Securities, as the case
may be.
<PAGE>

          m.        If any Right is issued in connection with the issuance
or  sale  of other securities of the Company, together comprising
one integrated transaction in which no specific consideration  is
allocated to such Right by the parties thereto, the Right will be
deemed to have been issued without consideration.

          n.        The number of shares of Common Stock deemed outstanding
at  any  given time shall include the number of shares of  Common
Stock outstanding, as adjusted as provided herein, but shall  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 issuance or sale of Common Stock hereunder.

          o.        No adjustment of the Exercise Price shall be made if
the  amount  of such adjustment would be less than one  cent  per
Warrant  Share,  but in such case any adjustment  that  otherwise
would  be required to be made shall be carried forward and  shall
be  made  at  the  time  and together with  the  next  subsequent
adjustment  that, together with any adjustment or adjustments  so
carried  forward,  shall amount to not less  than  one  cent  per
Warrant Share.

      6.2  In the event of any reorganization or reclassification
of the outstanding shares of Common Stock (other than a change in
par  value, or from no par value to par value, or from par  value
to  no par value, or as a result of a subdivision or combination)
or  in  the  event of any consolidation or merger of the  Company
with  another entity at any time prior to the expiration of  this
Warrant,  the  Holder  shall  have the  right  to  exercise  this
Warrant.  Upon such exercise, the Holder shall have the right  to
receive  the same kind and number of shares of capital stock  and
other  securities,  cash or other property  as  would  have  been
distributed    to    the   Holder   upon   such   reorganization,
reclassification, consolidation or merger.  The Holder shall  pay
upon  such exercise the Exercise Price that otherwise would  have
been  payable pursuant to the terms of this Warrant.  If any such
reorganization, reclassification, consolidation or merger results
in  a cash distribution in excess of the then applicable Exercise
Price,  the  Holder  may, at the Holder's option,  exercise  this
Warrant without making payment of the Exercise Price, and in such
case the Company shall, upon distribution to the Holder, consider
the  Exercise  Price  to have been paid in full,  and  in  making
settlement  to the Holder, shall deduct an amount  equal  to  the
Exercise  Price  from the amount payable to the Holder.   In  the
event  of  any such reorganization, merger or consolidation,  the
corporation  formed  by  such  reorganization,  consolidation  or
merger or the corporation which shall have acquired the assets of
the  Company shall execute and deliver a supplement hereto to the
foregoing  effect,  which  supplement  shall  also  provide,   if
applicable,  for adjustments which shall be as nearly  equivalent
as  may  be  practicable to the adjustments required pursuant  to
this Warrant.

     6.3  If the Company shall, at any time before the expiration
of  this Warrant, dissolve, liquidate or wind up its affairs, the
Holder shall have the right to exercise this Warrant.  Upon  such
exercise the Holder shall have the right to receive, in  lieu  of
the  shares  of  Common  Stock of the  Company  that  the  Holder
otherwise would have been entitled to receive, the same kind  and
amount  of assets as would have been issued, distributed or  paid
to  the  Holder upon any such dissolution, liquidation or winding
<PAGE>

up  with  respect to such stock receivable upon exercise of  this
Warrant on the date for determining those entitled to receive any
such  distribution.   If  any  such dissolution,  liquidation  or
winding  up  results in any cash distribution in  excess  of  the
Exercise Price provided by this Warrant, the Holder may,  at  the
Holder's option, exercise this Warrant without making payment  of
the  Exercise  Price and, in such case, the Company  shall,  upon
distribution to the Holder, consider the Exercise Price  to  have
been  paid in full and, in making settlement to the Holder, shall
deduct  an  amount equal to the Exercise Price  from  the  amount
payable to the Holder.

      6.4  Upon each adjustment of the Exercise Price pursuant to
Section 6 hereof, the Holder shall thereafter (until another such
adjustment)  be  entitled to purchase, at the  adjusted  Exercise
Price in effect on the date this Warrant is exercised, the number
of  Warrant  Shares, calculated to the nearest number of  Warrant
Shares,  determined  by  (a) multiplying the  number  of  Warrant
Shares  purchasable hereunder immediately prior to the adjustment
of the Exercise Price by the Exercise Price in effect immediately
prior  to  such  adjustment,  and (b)  dividing  the  product  so
obtained by the adjusted Exercise Price in effect on the date  of
such exercise.  The provisions of Section 9 shall apply, however,
so that no fractional share of Common Stock or fractional Warrant
shall be issued upon exercise of this Warrant.

      6.5   The  Company may retain a firm of independent  public
accounts  of  recognized  standing (who  may  be  any  such  firm
regularly  employed  by  the Company)  to  make  any  computation
required under this Section 6, and a certificate signed  by  such
firm  shall  be  conclusive evidence of the  correctness  of  any
computation made under this Section 6.

     7.        Notice to Holder.  So long as this Warrant shall be
outstanding  (a) if the Company shall pay any dividends  or  make
any distribution upon the Common Stock otherwise than in cash  or
(b) if the Company shall offer generally to the holders of Common
Stock  the  right to subscribe to or purchase any shares  of  any
class  of  capital stock or securities convertible  into  capital
stock  or any similar rights or (c) if there shall be any capital
reorganization  of the Company in which the Company  is  not  the
surviving  entity, recapitalization of the capital stock  of  the
Company,  consolidation or merger of the  Company  with  or  into
another  corporation, sale, lease or other  transfer  of  all  or
substantially all of the property and assets of the  Company,  or
voluntary  or involuntary dissolution, liquidation or winding  up
of the Company, then in such event, the Company shall cause to be
mailed  by registered or certified mail to the Holder,  at  least
thirty  (30) days prior to the relevant date described below  (or
such shorter period as is reasonably possible if thirty (30) days
is not reasonably possible), a notice containing a description of
the  proposed  action and stating the date or  expected  date  on
which  a record of the Company's shareholders is to be taken  for
the purpose of any such dividend, distribution of rights, or such
reclassification,    reorganization,    consolidation,    merger,
conveyance,  lease  or  transfer,  dissolution,  liquidation   or
winding up is to take place and the date or expected date, if any
is to be fixed, as of which the holders of Common Stock of record
shall  be  entitled to exchange their shares of Common Stock  for
securities or other property deliverable upon such event.
<PAGE>

     8.        Certificate of Adjustment.  Whenever the Exercise Price
or  number or type of securities issuable upon exercise  of  this
Warrant  is  adjusted,  as  herein provided,  the  Company  shall
promptly  deliver to the Holder of this Warrant a certificate  of
an  officer  of  the  Company setting forth the  nature  of  such
adjustment  and  a  brief statement of the facts  requiring  such
adjustment.

     9.        No Fractional Shares.  No fractional shares of Common
Stock   will  be  issued  in  connection  with  any  subscription
hereunder.   In  lieu  of  any  fractional  shares  which   would
otherwise  be issuable, the Company shall pay cash equal  to  the
product  of such fraction multiplied by the fair market value  of
one  share of Common Stock on the date of exercise, as determined
in good faith by the Company's Board of Directors.

     10.       Transfer or Loss of Warrant.

      10.1 Prior to any proposed transfer of this Warrant or  the
Warrant  Shares  received on the exercise of  this  Warrant  (the
"Securities"), unless there is in effect a registration statement
under  the  Securities Act, covering the proposed  transfer,  the
Holder  thereof shall give written notice to the Company of  such
Holder's  intention to effect such transfer.   Each  such  notice
shall  describe  the  manner and circumstances  of  the  proposed
transfer  in  sufficient detail, and shall,  if  the  Company  so
requests,  be  accompanied by an unqualified written  opinion  of
legal counsel who shall be reasonably satisfactory to the Company
addressed to the Company and reasonably satisfactory in form  and
substance  to  the  Company's counsel, to  the  effect  that  the
proposed  transfer  of  the Securities may  be  effected  without
registration  under the Securities Act, whereupon the  Holder  of
the  Securities shall be entitled to transfer the  Securities  in
accordance  with the terms of the notice delivered by the  Holder
to  the  Company.   Each  certificate evidencing  the  Securities
transferred  as  above provided shall not bear  such  restrictive
legends if in the opinion of counsel for the Company such legends
are  not  required  in  order to establish  compliance  with  any
provisions of the Securities Act.

     10.2 Upon receipt by the Company of evidence satisfactory to
it of loss, theft, destruction or mutilation of this Warrant and,
in  the  case  of  loss,  theft  or  destruction,  of  reasonably
satisfactory indemnification, or, in the case of mutilation, upon
surrender of this Warrant, the Company will execute and  deliver,
or  instruct  the Transfer Agent to execute and  deliver,  a  new
Warrant  of  like  tenor and date and any such  lost,  stolen  or
destroyed Warrant thereupon shall become void.

     11.       Notices.  Notices and other communications to be given
to  the Holder shall be deemed sufficiently given if delivered by
hand,  or  five (5) days after mailing by registered or certified
mail,  postage  prepaid,  to the Holder  at  201  South  Biscayne
Boulevard,  Suite 2950, Miami, Florida 33131.  Notices  or  other
communications  to  the  Company shall be  deemed  to  have  been
sufficiently  given  if  delivered by hand  or  five  days  after
mailing  if  mailed  by  registered  or  certified  mail  postage
prepaid,  to  the  Company at 7450 East Jewell Avenue,  Suite  A,
Denver, Colorado 80231.  A party may change the address to  which
notice shall be given by notice pursuant to this Section 11.
<PAGE>

     12.       Entire Agreement and Modification.  The Company and the
Holder  of  this Warrant hereby represent and warrant  that  this
Warrant  is  intended to and does contain and embody all  of  the
understandings  and agreements, both written  and  oral,  of  the
parties  hereto  with  respect to  the  subject  matter  of  this
Warrant,   and   that   there  exists  no   oral   agreement   or
understanding,   express  or  implied  liability,   whereby   the
absolute,  final and unconditional character and nature  of  this
Warrant shall be in any way invalidated, impaired or affected.  A
modification  or  waiver  of  any of  the  terms,  conditions  or
provisions  of this Warrant shall be effective only  if  made  in
writing and executed with the same formality of this Warrant.

     13.       Governing Law.  This Warrant shall be governed by and
construed  in accordance with the laws of the State  of  Florida,
without application of the principles of conflicts of laws.

     IN WITNESS WHEREOF, the Company has executed this Warrant as
of the 10th day of October, 1996.

                                OZO    DIVERSIFIED    AUTOMATION,
                                INC., a Colorado corporation



                                By:
                                   David   J.   Wolenski,
                                   President  and Chief Executive
                                   Officer


                      ELECTION TO PURCHASE


TO:  Ozo Diversified Automation, Inc.

      The  undersigned  hereby  irrevocably  elects  to  exercise
Warrants  represented by this Common Stock  Purchase  Warrant  to
purchase  ____________________ shares of  Common  Stock  issuable
upon the exercise of such Warrants and requests that certificates
for such shares be issued in the name of:


  (Please insert social security or other identifying number)


                (Please print name and address)


Dated:  ____________________, 19__
                              (Signature  must  conform  in   all
                              respects  to  name  of  holder   as
                              specified  on  the  face   of   the
                              Warrant)