THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT
PURPOSES ONLY AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "ACT").  SUCH SECURITIES AND ANY SECURITIES
OR SHARES ISSUED HEREUNDER MAY NOT BE SOLD OR TRANSFERRED UNLESS A
REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH SALE
OR TRANSFER, OR IN THE OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY,
SUCH REGISTRATION IS UNNECESSARY, OR AN EXCEPTION THEREFROM IS
AVAILABLE UNDER THE ACT.

     HYPERBARIC SYSTEMS

     WARRANT TO PURCHASE SHARES OF COMMON STOCK

     Void after 5:00 p.m. Pacific Coast Time

     on February 15, 2010

     FOR VALUE RECEIVED, Michael Shippee (the "Warrant Holder")
is entitled to subscribe for and purchase, subject to the terms and
conditions set forth in this Warrant, up to Thirty-Five Thousand
(35,000) shares of Common Stock ("Stock") of HYPERBARIC SYSTEMS, a
California corporation (the "Company").  The exercise price of this
warrant (the "Exercise Price") and purchase price of the Stock shall
be One Dollar and Fifty Cents ($1.50) per share.  The value of this
Warrant, as of the date of its issuance, as indicated herein, shall
be One Cent ($0.01).

     1.     Conditions To Exercise This Warrant.  Subject to the
provisions and upon the terms and conditions set forth in that certain
Prmotion Agreement and herein, this Warrant may be exercised in whole,
or in part, at any time prior to February 15, 2010.  The Warrant shall
expire and be void on and after 5:00 p.m., Pacific Coast Time on
February 15, 2010 (the "Warrant Termination Date"). In no event may
this Warrant be exercised after the Warrant Termination Date.

2.     Method of Exercise; Payment; Issuance of New Warrant.  The
purchase right represented by this Warrant may only be exercised by
the Registered Holder hereof in accordance with Section 1, in whole
or in part, by the surrender of this Warrant (with the notice of
exercise provision contained on the last page hereof duly executed)
at the principal office of the Company, and by the payment to the
Company, by check, cancellation of indebtedness, or both, of an
amount equal to the Exercise Price per share multiplied by the number
of shares then being purchased.  In the event of any exercise of the
rights represented by this Warrant, certificates for the shares of
Stock so purchased shall be delivered to the Registered Holder hereof
as soon as practicable.  Such exercise shall be deemed to have been
made immediately prior to the close of business on the date of
surrender of this Warrant.

     3.     Stock Fully Paid; Reservation of Shares.  All shares
of Stock which may be issued upon the exercise of this Warrant will,
upon ssuance, be duly authorized and validly issued, and fully paid
and nonassessable, and free from all taxes, liens, and charges with
respect to the issue thereof.  During the period within which the
rights represented by this Warrant may be exercised, the Company will
use its best efforts to cause to be authorized, and thereafter at all
times have authorized, and reserved for the purpose of the issue upon
exercise of the purchase rights evidenced by this Warrant, a
sufficient number of shares of its Stock to provide for the exercise
of the rights represented by this Warrant.

     4.     Reclassification of Stock.  In the event of the reclass-
ification of the Stock, the Company agrees that the Warrant Holder
will be entitled to the same rights to acquire such reclassified Stock
("New Stock") as those rights granted hereby, as the Warrant Holder
shall have to purchase the Stock stated herein.  All of the terms and
conditions of this Warrant shall apply equally to the purchase or
acquisition of any New Stock.

     5.     Fractional Shares.  No fractional shares of Stock will
be issued in connection with any exercise hereunder, but in lieu of
such fractional shares the Company shall make a cash payment therefore
equal to the product of such fraction and the Exercise Price.

     6.     Compliance with Securities Laws; Disposition of Warrant
and Shares of Common Stock.

          (a)     Compliance With Securities Laws.  The holder of this
Warrant, by acceptance hereof, acknowledges that this Warrant and the
shares of Stock to be issued upon exercise hereof are being acquired
for investment purposes only and that such Holder will not offer, sell
or otherwise dispose of this Warrant or any shares of Stock to be
issued upon exercise hereof except under circumstances which will not
result in a violation of the Securities Act of 1933, as amended (the
"Act"), or any state securities laws.  Upon exercise of this Warrant,
the holder hereof shall, if requested by the Company, confirm in
writing, in a form satisfactory to the Company, that the shares of
Stock so purchased are being acquired for investment purposes only and
not with a view toward distribution or resale.  This Warrant and all
shares of Stock issued upon exercise of this Warrant shall be stamped
or imprinted with a legend in substantially the following form (in
addition to any legend required by state securities laws):

THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT
PURPOSES ONLY AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "ACT").  SUCH SECURITIES AND ANY SECURITIES
OR SHARES ISSUED HEREUNDER MAY NOT BE SOLD OR TRANSFERRED UNLESS A
REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH SALE
OR TRANSFER, OR IN THE OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY,
SUCH REGISTRATION IS UNNECESSARY, OR AN EXCEPTION THEREFROM IS
AVAILABLE UNDER THE ACT.

          (b)     Transfer of Warrant or Shares of Stock.  Each
certificate representing the shares of Stock issued hereunder shall
bear a legend as to the restrictions on transferability in order to
insure compliance with applicable securities laws unless, in the
opinion of counsel for the Company, such legends are not required.
The Company may issue stop transfer instructions to its transfer agent
in connection with such restrictions.

     7.     Rights of Shareholders.  This Warrant shall not entitle
the Holder to be deemed the holder of stock or any other securities
of the Company which may be issuable on the exercise hereof for any
purpose, nor shall anything contained herein be construed to confer
upon the holder of this Warrant, as such, any of the rights of a
shareholder of the Company or any right to
vote for the election of directors or upon any matter submitted to
shareholders at any meeting thereof, or to give or withhold consent
to any corporate action (whether upon any recapitalization, issuance
of stock, reclassification of stock, consolidation, merger, conveyance,
or otherwise) or to receive notice of meetings, or to receive
dividends or subscription rights or otherwise until the Warrant shall
have been exercised and the certificates representing the Shares
purchasable upon the exercise hereof shall have been issued, as
provided herein.

     8.     Successors and Assigns.     The terms and provisions of
this Warrant shall insure to the benefit of, and be binding upon, the
Company and the Warrant Holder and their respective successors and
assigns.

9.     Survival.     The warranties, representations and covenants
contained in or made pursuant to this Warrant shall survive the
execution, delivery and exercise, if any, of this Warrant.

     IN WITNESS WHEREOF, the parties hereto have caused this Warrant
to be executed by an officer thereunto duly authorized as of the day
and date first above written.


HyperBaric Systems


By:
     /s/ Ardeth N. Sealy
         ---------------
         Ardeth N. Sealy
         Secretary

By:
     /s/ Michael Shippee
         ---------------
         Michael Shippee