WARRANT ANTIDILUTION AGREEMENT

     THIS  WARRANT ANTIDILUTION AGREEMENT (the "Agreement") is entered into
as of April  17,  2001,  by  and  among  Providence  Capital  IX,  Inc.,  a
corporation  duly  organized  and  existing  under the laws of the State of
Colorado  (the  "Company")  and  Swartz  Private Equity,  LLC  (hereinafter
referred to as "Swartz").

                                 RECITALS:

     WHEREAS, pursuant to the Company's offering  ("Equity  Line") of up to
Ten  Million (10,000,000) shares of Common Stock of the Company,  excluding
shares  issued  paid  upon exercise of the Warrants, of Common Stock of the
Company pursuant to that  certain  Investment  Agreement  (the  "Investment
Agreement")  between  the  Company  and Swartz dated on or about April  17,
2001, the Company has agreed to sell  and  Swartz  has  agreed to purchase,
from time to time as provided in the Investment Agreement,  shares  of  the
Company's Common Stock ; and

     WHEREAS,  pursuant  to  the  terms  of  the  Investment Agreement, the
Company  has  agreed,  among  other things, to issue to  Swartz  Commitment
Warrants, as defined in the Investment  Agreement,  to purchase a number of
shares  of  Common  Stock,  exercisable  for  five  (5)  years  from  their
respective dates of issuance.

                                  TERMS:

     NOW,   THEREFORE,   in   consideration   of   the   mutual   promises,
representations,   warranties,   covenants  and  conditions  set  forth  in
Agreement and for other good and valuable  consideration,  the  receipt and
sufficiency  of  which is hereby acknowledged, the parties hereto agree  as
follows:

1.   ISSUANCE OF COMMITMENT  WARRANTS.   As  compensation for entering into
the Equity Line, Swartz received a warrant convertible  into  shares of the
Company's  Common  Stock,  in  the form attached hereto as EXHIBIT  A  (the
"Commitment Warrants").

2.   ISSUANCE OF ADDITIONAL WARRANTS.  On each six month anniversary of the
date of issuance of the Commitment Warrants (each, a "Six Month Anniversary
Date"), the Company shall issue  to  the  Investor additional warrants (the
"Additional Warrants"), to purchase a number  of shares of Common Stock, if
necessary, such that the sum of the number of Commitment  Warrants  and the
number of Additional Warrants issued to Investor shall equal at least  "Y%"
of  the  number  of  fully diluted shares of Common Stock of the Company on
such Six Month Anniversary Date, where "Y" shall equal 7% for the first Six
Month Anniversary Date,  and  shall  be  reduced by 0.5% for each Six Month
Anniversary  Date  beginning  on  and  following   the   second  Six  Month
Anniversary Date.  The Additional Warrants shall be in the  form of EXHIBIT
A  hereto,  and  shall initially be exerciseable at the same price  as  the
Commitment Warrants  (as  most  recently  reset), shall have the same reset
provisions as the Commitment Warrants (which resets shall occur on each six
month  anniversary  of the date of issuance of  the  applicable  Additional
Warrant throughout the  term  of  the applicable Additional Warrant), shall
have piggyback registration rights and shall have a 5-year term.

3.   OPINION OF COUNSEL.  Concurrently  with  the  issuance and delivery of
the  Commitment  Opinion (as defined in the Investment  Agreement)  to  the
Investor, or on the  date  that  is  six  (6) months after the date of this
Agreement, whichever is sooner, the Company  shall  deliver to the Investor
an  Opinion  of  Counsel  (signed  by  the  Company's independent  counsel)
covering  the  issuance  of  the  Commitment Warrants  and  the  Additional
Warrants, and the issuance and resale  of  the  Common  Stock issuable upon
exercise of the Warrants and the Additional Warrants.

4.   CHANGE IN CORPORATE ENTITY.  The Company shall not,  at any time after
the  date  hereof,  enter  into  any  merger,  consolidation  or  corporate
reorganization   of   the   Company  with  or  into,  or  transfer  all  or
substantially all of the assets  of  the  Company to, another entity unless
the resulting successor or acquiring entity in such transaction, if not the
Company (the "Surviving Entity"), (i) has Common  Stock  listed for trading
on Nasdaq or on another national stock exchange and is a Reporting  Issuer,
(ii)  assumes  by written instrument the Company's obligations with respect
to  this  Warrant  Antidilution  Agreement  and  the  Additional  Warrants,
including but  not  limited  to  the obligations to deliver to the Investor
shares  of Common Stock and/or securities  that  Investor  is  entitled  to
receive pursuant  to  this  Investment  Agreement  and upon exercise of the
Additional Warrants and agrees by written instrument  to  reissue,  in  the
name  of  the  Surviving  Entity, any Additional Warrants (each in the same
terms, including but not limited  to  the  same  reset  provisions,  as the
Commitment  Warrants  originally  issued  or  required  to be issued by the
Company) that are outstanding immediately prior to such transaction, making
appropriate proportional adjustments to the number of shares represented by
such  Warrants  and  the  exercise  prices  of such Warrants to  accurately
reflect the exchange represented by the transaction.

5.    ARBITRATION; GOVERNING LAW.   This Agreement shall be governed by and
construed in accordance with the laws of the State of Georgia applicable to
agreements made in and wholly to be performed  in that jurisdiction, except
for matters arising under the Act or the Securities  Exchange  Act of 1934,
which  matters  shall be construed and interpreted in accordance with  such
laws.   Any  controversy  or  claim  arising  out  of  or  related  to  the
Transaction Documents  or  the  breach thereof, shall be settled by binding
arbitration in Atlanta, Georgia in accordance with the Expedited Procedures
(Rules  53-57)  of  the  Commercial  Arbitration   Rules  of  the  American
Arbitration  Association  ("AAA").  A proceeding shall  be  commenced  upon
written demand by Company or  any Investor to the other.  The arbitrator(s)
shall enter a judgment by default against any party, which fails or refuses
to appear in any properly noticed  arbitration  proceeding.  The proceeding
shall be conducted by one (1) arbitrator, unless  the  amount alleged to be
in dispute exceeds two hundred fifty thousand dollars ($250,000),  in which
case three (3) arbitrators shall preside.  The arbitrator(s) will be chosen
by  the parties from a list provided by the AAA, and if they are unable  to
agree  within  ten  (10) days, the AAA shall select the arbitrator(s).  The
arbitrators must be experts  in  securities law and financial transactions.
The  arbitrators  shall  assess costs  and  expenses  of  the  arbitration,
including all attorneys' and  experts'  fees, as the arbitrators believe is
appropriate in light of the merits of the  parties' respective positions in
the issues in dispute.  Each party submits irrevocably  to the jurisdiction
of  any  state  court sitting in Atlanta, Georgia or to the  United  States
District Court sitting  in  Georgia  for  purposes  of  enforcement  of any
discovery  order,  judgment  or  award in connection with such arbitration.
The award of the arbitrator(s) shall  be final and binding upon the parties
and  may  be enforced in any court having  jurisdiction.   The  arbitration
shall be held  in such place as set by the arbitrator(s) in accordance with
Rule 55.

          Although the parties, as expressed above, agree that all claims,
including claims that are equitable in nature, for example specific
performance, shall initially be prosecuted in the binding arbitration
procedure outlined above, if the arbitration panel dismisses or otherwise
fails to entertain any or all of the equitable claims asserted by reason of
the fact that it lacks jurisdiction, power and/or authority to consider
such claims and/or direct the remedy requested, then, in only that event,
will the parties have the right to initiate litigation respecting such
equitable claims or remedies.  The forum for such equitable relief shall be
in either a state or federal court sitting in Atlanta, Georgia.  Each party
waives any right to a trial by jury, assuming such right exists in an
equitable proceeding, and irrevocably submits to the jurisdiction of said
Georgia court.  Georgia law shall govern both the proceeding as well as the
interpretation and construction of this Agreement and the transaction as a
whole.

     IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
this 17th day of April, 2001.

PROVIDENCE CAPITAL IX, INC.          SUBSCRIBER:
                                     SWARTZ PRIVATE EQUITY, LLC.



By: ________________________________ By: ________________________________
    Richard Nadeau, Jr., President       Eric S. Swartz, Manager


1250 Turks Head Building             300 Colonial Center Parkway
Providence, RI  02903                Suite 300
Telephone: (401) 272-5800            Roswell, GA  30076
Facsimile:  (401) 272-5858           Telephone: (770) 640-8130
                                     Facsimile:  (770) 640-7150