Option to Purchase ________ Shares of Common Stock REPRESENTATIVE'S WARRANT Dated: ____________, 2000 THIS CERTIFIES THAT JOSEPH CHARLES & ASSOCIATES, INC. (herein sometimes called the "Holder" or the "Representative") is entitled to purchase from...

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                                                                   EXHIBIT 10.28

                        FORM OF REPRESENTATIVE'S WARRANT





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                                          Option to Purchase ________
                                          Shares of Common Stock

                            REPRESENTATIVE'S WARRANT

                            Dated: ____________, 2000

         THIS CERTIFIES THAT XXXXXX XXXXXXX & ASSOCIATES, INC. (herein sometimes
called the "Holder" or the "Representative") is entitled to purchase from VITECH
AMERICA, INC., a Florida corporation (the "Company"), at the price and during
the period as hereinafter specified, up to ____________________________
(_______) shares (the "Shares") of common stock, no par value per share (the
"Common Stock") at a purchase price of $____ per share (125% of the initial
public offering price) subject to adjustment as described below, at any time
during the four-year period commencing one (1) year from the effective date of
the Registration Statement (as defined herein) (the "Effective Date").

         This Representative's Warrant (the "Representative's Warrant") is
issued pursuant to an Underwriting Agreement between the Company and Xxxxxx
Xxxxxxx & Associates, Inc., as Representative of the several Underwriters set
forth in Schedule I to said Underwriting Agreement, in connection with a public
offering, through the Representative, of ________ Shares as therein described
(and up to _______ additional Shares covered by an over-allotment option granted
by the Company to the Underwriters), and in consideration of $______ received by
the Company for the Representative's Warrant. Except as specifically otherwise
provided herein, the Shares issued pursuant to the Representative's Warrant
shall bear the same terms and conditions as described under the caption
"Description of Securities-Common Stock" in the Registration Statement on Form
S-1, File No. 333-36018 (the "Registration Statement") except that the Holder
shall have registration rights under the Securities Act of 1933, as amended (the
"Act"), for the Representative's Warrant and the Shares issuable pursuant
thereto as more fully described in paragraph 6 herein.

         1. The rights represented by the Representative's Warrant shall be
exercised at the price, set forth in the first paragraph hereof subject to
adjustment in accordance with Section 8 hereof (the "Exercise Price"), and
during the periods as follows:

                  (a) During the period from the Effective Date to and through
_________, 2001 (the "First Anniversary Date"), inclusive, the Holder shall have
no right to purchase any Shares hereunder, except that in the event of any
merger, consolidation or sale of substantially all the assets of the Company as
an entirety prior to the First Anniversary Date (other than (i) a merger or
consolidation in which the Company is the continuing corporation and which does
not result in any reclassification or reorganization of any outstanding shares
of Common Stock or (ii) any sale/leaseback, mortgage or other financing
transaction), the Holder shall have the right to exercise the Representative's
Warrant concurrently with such event and into the kind and amount of shares of
stock and other securities and property (including cash) receivable by a holder
of the




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number of Shares into which the Representative's Warrant were exercisable
immediately prior thereto.

                  (b) Between ___________, 2001 and 2005, (five (5) years from
the Effective Date, i.e. the "Expiration Date") inclusive, the Holder shall have
the option to purchase Shares hereunder at the Exercise Price.

                  (c) After the Expiration Date, the Holder shall have no right
to purchase any Shares hereunder.

         2. (a) The rights represented by the Representative's Warrant may be
exercised at any time within the periods above specified, in whole or in part,
by (i) the surrender of the Representative's Warrant (with the purchase form at
the end hereof properly executed) at the principal executive office of the
Company (or such other office or agency of the Company as it may designate by
notice in writing to the Holder at the address of the Holder appearing on the
books of the Company); (ii) payment to the Company of the exercise price then in
effect for the number of Shares specified in the above-mentioned purchase form
together with applicable stock transfer taxes, if any; and (iii) delivery to the
Company of a duly executed agreement signed by the person(s) designated in the
purchase form to the effect that such person(s) agree(s) to be bound by the
provisions of paragraph 6 and subparagraphs (b), (c) and (d) of paragraph 7
hereof. The Representative's Warrant shall be deemed to have been exercised, in
whole or in part to the extent specified, immediately prior to the close of
business on the date the Representative's Warrant is surrendered and payment is
made in accordance with the foregoing provisions of this paragraph 2, and the
person or persons in whose name or names the certificates for the Shares shall
be issuable upon such exercise shall become the holder or holders of record of
such Shares at that time and date. The Shares and the certificates for the
Shares so purchased shall be delivered to the Holder within a reasonable time,
not exceeding ten (10) business days, after the rights represented by this
Representative's Warrant shall have been so exercised.

                  (b) Notwithstanding anything to the contrary contained in
paragraph 2(a), the Holder may elect to exercise this Representative's Warrant
in whole or in part by receiving Shares equal to the value (as determined below)
of this Representative's Warrant, or any part hereof, upon surrender of the
Representative's Warrant at the principal office of the Company together with
notice of such election in which event the Company shall issue to the Holder a
number of Shares computed using the following formula: (a)

                                   X = Y(A-B)
                                       ------
                                        A

         Where    X =      the number of Shares to be issued to the Holder;

                  Y =      the number of Shares issuable upon exercise of this
                           Representative's Warrant;



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                  A =      the current fair market value of one share of Common
                           Stock;

                  B =      the Exercise Price of the Representative's Warrant;

                                    As used herein, current fair market value of
                           Common Stock shall mean with respect to each share of
                           Common Stock the average of the closing prices of the
                           Common Stock sold on the principal national
                           securities exchanges on which the Common Stock is at
                           the time admitted to trading or listed, or, if there
                           have been no sales on any such exchange on such day,
                           the average of the highest bid and lowest ask price
                           on such day as reported by NASDAQ, or any similar
                           organization if NASDAQ is no longer reporting such
                           information, either (i) on the date which the form of
                           election is deemed to have been sent to the Company
                           (the "Notice Date") or (ii) over a period of five (5)
                           trading days preceding the Notice Date, whichever of
                           (i) or (ii) is greater. If on the date for which
                           current fair market value is to be determined the
                           Common Stock is not listed on any securities exchange
                           or quoted in the NASDAQ System or the
                           over-the-counter market, the current fair market
                           value of Common Stock shall be the highest price per
                           share which the Company could then obtain from a
                           willing buyer (not a current employee or director)
                           for shares of Common Stock sold by the Company, from
                           authorized but unissued shares, as determined in good
                           faith by the Board of Directors of the Company,
                           unless prior to such date the Company has become
                           subject to a binding agreement for a merger,
                           acquisition or other consolidation pursuant to which
                           the Company is not the surviving party, in which case
                           the current fair market value of the Common Stock
                           shall be deemed to be the value to be received by the
                           holders of the Common Stock for each share thereof
                           pursuant to the Company's acquisition.

         3. The Representative's Warrant shall not be sold, transferred,
assigned, or hypothecated for a period of one year commencing on the Effective
Date except that it may be transferred to successors of the Holder, and may be
assigned in whole or in part to any person who is an officer of the Holder to
any members of the selling group and/or the officers or partners thereof during
such period. This Representative's Warrant must be executed immediately upon its
transfer at any time after one year from the Effective Date, and if not so
executed, shall lapse. Any such assignment shall be effected by the Holder by
(i) executing the form of assignment at the end hereof and (ii) surrendering the
Representative's Warrant for cancellation at the office or agency of the Company
referred to in paragraph 2 hereof, accompanied by a certificate (signed by an
officer of the Holder if the Holder is a corporation) stating that each
transferee is a permitted transferee under this paragraph 3; whereupon the
Company shall issue, in the name or names specified by the Holder (including the
Holder), a new Representative's Warrant or Warrants of like tenor and
representing in the aggregate rights to purchase the same number of Shares as
are purchasable hereunder at such time.




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         4. The Company covenants and agrees that all Shares which may be
purchased hereunder will, upon issuance and delivery against payment therefor of
the requisite purchase price, be duly and validly issued, fully paid and
nonassessable. The Company further covenants and agrees that, during the periods
within which the Representative's Warrant may be exercised, the Company will at
all times have authorized and reserved a sufficient number of shares of its
Common Stock to provide for the exercise of the Representative's Warrant.

         5. The Representative's Warrant shall not entitle the Holder to any
voting rights or other rights, including without limitation notice of meetings
of other actions or receipt of dividends, as a stockholder of the Company.

         6. (a) The Company shall advise the Holder or its permitted transferee,
whether the Holder holds the Representative's Warrant or has exercised the
Representative's Warrant and holds Shares, by written notice at least four weeks
prior to the filing of any new registration statement thereto under the Act, or
the filing of a notification on Form 1-A under the Act for a public offering of
securities, covering any securities of the Company, for its own account or for
the account of others, except for any registration statement filed on Form S-4
or S-8 (or other comparable form), and will, during the five (5) year period
from the Effective Date, upon the request of the Holder, include in any such new
registration statement (or notification as the case may be) such information as
may be required to permit a public offering of, all or any of the Shares
underlying the Representative's Warrant (the "Registrable Securities"). For so
long as the Warrants remain outstanding and as long as required by the Act (so
long as the Holder's ability to exercise any Warrant is not adversely affected),
the Company currently intends to file post-effective amendments to the
Registration Statement (or any new registration statement filed by the Company)
setting forth or otherwise incorporating certain information contained in the
then most recent quarterly report on Form 10-Q or annual report on Form 10-K
filed by the Company (each such post-effective amendment, a "Quarterly
Amendment"). The parties hereby agree that if at any time during such five (5)
year period the Company receives written notice from the Holder at least two
weeks prior to the filing of any such Quarterly Amendment indicating such
Xxxxxx's intention to offer Registrable Securities in such Quarterly Amendment,
the Company will include in such Quarterly Amendment such information as may be
required to permit a public offering of such Registrable Securities. The
delivery by the Holder of any such notice shall not constitute a demand made
pursuant to Section 6(b). The Company shall supply prospectuses and such other
documents as the Holder may reasonably request in order to facilitate the public
sale or other disposition of the Registrable Securities, use its best efforts to
register and qualify any of the Registrable Securities for sale in such states
(i) as such Holder designates and (ii) with respect to which the Company
obtained a qualification in connection with its initial public offering; and do
any and all other acts and things which may be necessary or desirable to enable
such Holder to consummate the public sale or other disposition of the
Registrable Securities, all at no expense to the Holder or the Representative
(other than sales commissions, underwriting discounts or commissions, or other
expenses of such sale), and furnish indemnification in the manner provided in
paragraph 7 hereof. The Holder shall furnish information and indemnification as
set forth in paragraph 7.




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                  (b) At any time during the four (4) year period beginning one
(1) year after the Effective Date, a 50% Holder (as defined below) may request,
on two occasions, that the Company register under the Act any and all of the
Registrable Securities held by such 50% Holder, once at the Company's expense
and on the second occasion, at the 50% Holder's expense. Upon the receipt of any
such notice, the Company will promptly, but no later than four weeks after
receipt of such notice, file a post-effective amendment to the current
Registration Statement or a new registration statement pursuant to the Act, so
that such designated Registrable Securities may be publicly sold under the Act
as promptly as practicable thereafter and the Company will use reasonable
efforts to cause such registration to become and remain effective (including the
taking of such reasonable steps as are necessary to obtain the removal of any
stop order) within 120 days after the receipt of such notice, provided, that
such Holder shall furnish the Company with appropriate information in connection
therewith as the Company may reasonably request in writing. The 50% Holder may,
at its option, request the registration of any of the Shares underlying the
Representative's Warrant in a registration statement made by the Company as
contemplated by Section 6(a) or in connection with a request made pursuant to
this Section 6(b) prior to acquisition of the Shares issuable upon exercise of
the Representative's Warrant. The 50% Holder may, at its option, request such
post-effective amendment or new registration statement during the described
period with respect to the Representative's Warrant and/or the Shares and such
registration rights may be exercised by the 50% Holder prior to or subsequent to
the exercise of the Representative's Warrant. Within ten days after receiving
any such notice pursuant to this subsection (b) of paragraph 6, the Company
shall give notice to any other Holders of the Representative's Warrant, advising
that the Company is proceeding with such post-effective amendment or
registration statement and offering to include therein the Shares underlying
that part of the Representative's Warrant held by the other Holders, provided
that they shall furnish the Company with such appropriate information (relating
to the intentions of such Holders) in connection therewith as the Company shall
reasonably request in writing. All costs and expenses of the post-effective
amendment or new registration statement shall be borne by the Company, except
that the Holder(s) shall bear the fees of their own counsel and any other
advisors retained by them and any underwriting discounts or commissions
applicable to any of the securities sold by them. The Company will use its best
efforts to maintain such registration statement or post-effective amendment
current under the Act for a period of at least 180 days from the effective date
thereof. The Company shall supply prospectuses, and such other documents as the
Holder(s) may reasonably request in order to facilitate the public sale or other
disposition of the Registrable Securities, use its best efforts to register and
qualify any of the Registrable Securities for sale in such states (i) as such
Holder(s) designate and (ii) with respect to which the Company obtained a
qualification in connection with its initial public offering and furnish
indemnification in the manner provided in paragraph 7 hereof. Notwithstanding
the foregoing set forth in this paragraph 6(b), the Company shall not be
required to include in any registration statement any Registrable Securities
which in the opinion of counsel to the Company (which opinion is reasonably
acceptable to counsel to the Representative) would be saleable immediately
without restriction under Rule 144 (or its successor) if the Representative's
Warrant was exercised pursuant to paragraph 2(b) herein.




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                  (c) The term "50% Holder" as used in this paragraph 6 shall
mean the Holder(s) of at least 50% of the Representative's Warrant and/or the
Shares underlying the Representative's Warrant (considered in the aggregate).

         7. (a) Whenever pursuant to paragraph 6 a registration statement
relating to any Shares issued upon exercise of the Representative's Warrant is
filed under the Act, amended or supplemented, the Company will indemnify and
hold harmless each Holder of the securities covered by such registration
statement, amendment or supplement (such Holder being hereinafter called the
"Distributing Holder"), and each person, if any, who controls (within the
meaning of the Act) the Distributing Holder, and each underwriter (within the
meaning of the Act) of such securities and each person, if any, who controls
(within the meaning of the Act) any such underwriter, against any losses,
claims, damages or liabilities, joint or several, to which the Distributing
Holder, any such controlling person or any such underwriter may become subject,
under the Act or otherwise, insofar as such losses, claims, damages or
liabilities, or actions in respect thereof, arise out of or are based upon any
untrue statement or alleged untrue statement of any material fact contained in
any such registration statement as declared effective or any final prospectus
constituting a part thereof or any amendment or supplement thereto, or arise out
of or are based upon the omission or the alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading and will reimburse the Distributing Holder or such
controlling person or underwriter for any legal or other expense reasonably
incurred by them in connection with investigating or defending any such loss,
claim, damage, liability or action; provided, however, that the Company will not
be liable in any such case to the extent that any such loss, claim, damage or
liability arises out of or is based upon an untrue statement or alleged untrue
statement or omission or alleged omission made in said registration statement,
said preliminary prospectus, said final prospectus or said amendment or
supplement in reliance upon and in conformity with written information furnished
by such Distributing Holder or any other Distributing Holder for use in the
preparation thereof and provided further, that the indemnity agreement provided
in this Section 7(a) with respect to any preliminary prospectus shall not inure
to the benefit of any Distributing Holder, controlling person of such
Distributing Holder, underwriter or controlling person of such underwriter from
whom the person asserting any losses, claims, charges, liabilities or litigation
based upon any untrue statement or alleged untrue statement of a material fact
or omission or alleged omission to state therein a material fact, received such
preliminary prospectus, if a copy of the prospectus in which such untrue
statement or alleged untrue statement or omission or alleged omission was
corrected has not been sent or given to such person within the time required by
the Act and the Rules and Regulations thereunder.

                  (b) The Distributing Holder will indemnify and hold harmless
the Company, each of its directors, each of its officers who have signed said
registration statement and such amendments and supplements thereto, and each
person, if any, who controls the Company (within the meaning of the Act) against
any losses, claims, damages or liabilities, joint or several, to which the
Company or any such director, officer or controlling person may become subject,
under the Act or otherwise, insofar as such losses, claims, damages or
liabilities, or actions in respect thereof, arise out of or are based upon any
untrue or alleged untrue statement of any




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material fact contained in said registration statement, said preliminary
prospectus, said final prospectus, or said amendment or supplement, or arise out
of or are based upon the omission or the alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, in each case to the extent, but only to the extent, that
such loss, claim, damage or liability arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged omission made in
said registration statement, said preliminary prospectus, said final prospectus
or said amendment or supplement in reliance upon and in conformity with written
information furnished by such Distributing Holder for use in the preparation
thereof; and will reimburse the Company or any such director, officer or
controlling person for any legal or other expenses reasonably incurred by them
in connection with investigating or defending any such loss, claim, damage,
xxxxxxxxx or action.

                  (c) Promptly after receipt by an indemnified party under this
paragraph 7 of notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against any indemnifying
party, give the indemnifying party notice of the commencement thereof, but the
omission so to notify the indemnifying party will not relieve it from any
liability which it may have to any indemnified party otherwise than under this
paragraph 7.

                  (d) In case any such action is brought against any indemnified
party, and it notifies an indemnifying party of the commencement hereof, the
indemnifying party will be entitled to participate in and, to the extent that it
may wish, jointly with any other indemnifying party similarly notified, to
assume the defense thereof, with counsel reasonably satisfactory to such
indemnified party, and after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof, the
indemnifying party will not be liable to such indemnified party under this
paragraph 7 for any legal or other expenses subsequently incurred by such
indemnified party in connection with the defense thereof other than reasonable
costs of investigation.

         8. The Exercise Price in effect at the time and the number and kind of
securities purchasable upon the exercise of the Warrant shall be subject to
adjustment from time to time upon the happening of certain events as follows:

                  (a) In case the Company shall (i) declare a dividend or make a
distribution on its outstanding shares of Common Stock in shares of Common Stock
(other than issuance of Common Stock pursuant to antidilution provisions set
forth in the Registration Statement), (ii) subdivide or reclassify its
outstanding shares of Common Stock into a greater number of shares, (iii)
combine or reclassify its outstanding shares of Common Stock into a smaller
number of shares, or (iv) enter into any transaction whereby the outstanding
shares of Common Stock of the Company are at any time changed into or exchanged
for a different number or kind of shares or other security of the Company or of
another corporation through reorganization, merger, consolidation, liquidation
or recapitalization, then appropriate adjustments in the number of Shares (or
other securities for which such Shares have previously been exchanged or
converted) subject to this Representative's Warrant shall be made and the
Exercise Price in effect at the time





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of the record date for such dividend or distribution or of the effective date of
such subdivision, combination, reclassification, reorganization, merger,
consolidation, liquidation or recapitalization shall be proportionately adjusted
so that the Holder of this Representative's Warrant exercised after such date
shall be entitled to receive the aggregate number and kind of shares of Common
Stock which, if this Representative's Warrant had been exercised by such Holder
immediately prior to such date, he would have been entitled to receive upon such
dividend, distribution, subdivision, combination, reclassification,
reorganization, merger, consolidation, liquidation or recapitalization. For
example, if the Company declares a 2 for 1 stock distribution and the Exercise
Price hereof immediately prior to such event was $______ per Share and the
number of Shares issuable upon exercise of this Representative's Warrant was
_________ , the adjusted Exercise Price immediately after such event would be
$_________ per Share and the adjusted number of Shares issuable upon exercise of
this Representative's Warrant would be ________. Such adjustment shall be made
successively whenever any event listed above shall occur.

                  (b) In case the Company shall fix a record date for the
issuance of rights or warrants to all holders of its Common Stock entitling them
to subscribe for or purchase shares of Common Stock (or securities convertible
into Common Stock) at a price (the "Subscription Price") (or having a conversion
price per share) less than the Exercise Price on a per share basis (the "Per
Share Exercise Price") on such record date, the Exercise Price shall be adjusted
so that the same shall equal the price determined by multiplying the number of
Shares by the Per Share Exercise Price in effect immediately prior to the date
of issuance by a fraction, the numerator of which shall be the sum of the number
of shares of Common Stock then outstanding on the record date mentioned below
and the number of additional shares of Common Stock which the aggregate offering
price of the total number of shares of Common Stock so offered (or the aggregate
conversion price of the convertible securities so offered) would purchase at the
Per Share Exercise Price in effect immediately prior to the date of such
issuance, and the denominator of which shall be the sum of the number of shares
of Common Stock outstanding on the record date mentioned below and the number of
additional shares of Common Stock offered for subscription or purchase (or into
which the convertible securities so offered are convertible). Such adjustment
shall be made successively whenever such rights or warrants are issued and shall
become effective immediately after the record date for the determination of
stockholders entitled to receive such rights or warrants; and to the extent that
shares of Common Stock are not delivered (or securities convertible into Common
Stock are not delivered) after the expiration of such rights or warrants the
Exercise Price shall be readjusted to the Exercise Price which would then be in
effect had the adjustments made upon the issuance of such rights or warrants
been made upon the basis of delivery of only the number of shares of Common
Stock (or securities convertible into Common Stock) actually delivered.

                  (c) In case the Company shall hereafter distribute to all
holders of its Common Stock evidences of its indebtedness or assets (excluding
cash dividends or distributions and dividends or distributions referred to in
Subsection (a) above) or subscription rights or warrants (excluding those
referred to in Subsection (b) above), then in each such case the Exercise Price
in effect thereafter shall be determined by multiplying the number of Shares by





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the Per Share Exercise Price in effect immediately prior thereto, multiplied by
a fraction, the numerator of which shall be the total number of shares of Common
Stock then outstanding multiplied by the current market price per share of
Common Stock (as defined in Subsection (e) below), less the fair market value
(as determined by the Company's Board of Directors) of said assets, or evidences
of indebtedness so distributed or of such rights or warrants, and the
denominator of which shall be the total number of shares of Common Stock
outstanding multiplied by such current market price per share of Common Stock.
Such adjustment shall be made whenever any such distribution is made and shall
become effective immediately after the record date for the determination of
stockholders entitled to receive such distribution.

                  (d) Whenever the Exercise Price payable upon exercise of the
Representative's Warrant is adjusted pursuant to Subsections (a), (b) or (c)
above, the number of Shares purchasable upon exercise of this Representative's
Warrant shall simultaneously be adjusted by multiplying the number of Shares
issuable upon exercise of this Representative's Warrant by the Exercise Price in
effect on the date hereof and dividing the product so obtained by the Exercise
Price, as adjusted.

                  (e) For the purpose of any computation under Subsection (c)
above, the current market price per share of Common Stock at any date shall be
deemed to be the average of the daily closing prices of the Common Stock for 30
consecutive business days before such date. The closing price for each day shall
be the last sale price regular way or, in case no such reported sale takes place
on such day, the average of the last reported bid and asked prices regular way,
in either case on the principal national securities exchange on which the Common
Stock is admitted to trading or listed, or, if not listed or admitted to trading
on such exchange, the average of the highest reported bid and lowest reported
asked prices as reported by NASDAQ, or other similar organization if NASDAQ is
no longer reporting such information, or if not so available, the fair market
price as determined by the Board of Directors as set forth in Section 2(b)
herein.

                  (f) No adjustment in the Exercise Price shall be required
unless such adjustment would require an increase or decrease of at least five
cents ($0.05) in such price; provided, however, that any adjustments which may
by reason of this Subsection (f) are not required to be made shall be carried
forward and taken into account in any subsequent adjustment required to be made
hereunder. All calculations under this Section 8 shall be made to the nearest
cent or to the nearest one-hundredth of a share, as the case may be. Anything in
this Section 8 to the contrary notwithstanding, the Company shall be entitled,
but shall not be required, to make such changes in the Exercise Price, in
addition to those required by this Section 8, as it shall determine, in its sole
discretion, to be advisable in order that any dividend or distribution in shares
of Common Stock, or any subdivision, reclassification or combination of Common
Stock, hereafter made by the Company shall not result in any Federal income tax
liability to the holders of the Common Stock or securities convertible into
Common Stock.

                  (g) Whenever the Exercise Price is adjusted, as herein
provided, the Company shall promptly cause a notice setting forth the adjusted
Exercise Price and adjusted number of Shares issuable upon exercise of the
Representative's Warrant to be mailed to the Holder, at its




                                       9
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address set forth herein, and shall cause a certified copy thereof to be mailed
to the Company's transfer agent, if any. The Company may retain a firm of
independent certified public accountants selected by the Board of Directors (who
may be the regular accountants employed by the Company) to make any computation
required by this Section 8, and a certificate signed by such firm shall be
conclusive evidence of the correctness of such adjustment.

                  (h) In the event that at any time, as a result of an
adjustment made pursuant to the provisions of this Section 8, the Holder of the
Representative's Warrant thereafter shall become entitled to receive any shares
of the Company other than Common Stock, thereafter the number of such other
shares so receivable upon exercise of the Representative's Warrant shall be
subject to adjustment from time to time in a manner and on terms as nearly
equivalent as practicable to the provisions with respect to the Common Stock
contained in Subsections (a) to (f), inclusive, above.

         9. This Agreement shall be governed by and in accordance with the laws
of the State of Florida without regard to conflict of laws provision.

         IN WITNESS WHEREOF, VITECH AMERICA, INC. has caused this
Representative's Warrant to be signed by its duly authorized officers under its
corporate seal, and this Representative's Warrant to be dated ____________,
2000.

                                            VITECH AMERICA, INC.


                                            By:
                                                --------------------------------
                                                    Xxxxxxx X. Xx. Xxxxxxx
                                                    President

Attest:



------------------------------
Xxxxxx X. Xxxxx
Chief Financial Officer






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                                  PURCHASE FORM

                  (To be signed only upon exercise of Warrant)



         The undersigned, the holder of the foregoing Representative's Warrant,
hereby irrevocably elects to exercise the purchase rights represented by such
Warrant for, and to purchase thereunder, _______________ Shares of Common Stock,
no par value per share (the "Shares") VITECH AMERICA, INC. payment of $_______
therefor, and requests that the certificates for the Shares issued in the
name(s) of, and delivered to ________________________, whose address(es) is
(are):





Dated:  _______________, ____


                                             By:
                                                 -------------------------------

                                             -----------------------------------

                                             -----------------------------------
                                             Address







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                                  TRANSFER FORM

          (To be signed only upon transfer of Representative's Warrant)



         For value received, the undersigned hereby sells, assigns, and
transfers unto ______________________________ the right to purchase Shares
represented by the foregoing Representative's Warrant to the extent of
__________ Shares, and appoints _________________________ attorney to transfer
such rights on the books of _________________ ____________, with full power of
substitution in the premises. The undersigned believes that each transferee is a
permitted transferee under Section 3 of the Representative's Warrant.



Dated:  _______________, ____


                                             By:
                                                 -------------------------------

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                                             Address




In the presence of:






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