WARRANT CERTIFICATE

NEITHER THE WARRANT NOR THE COMMON STOCK WHICH MAY BE ACQUIRED UPON THE EXERCISE HEREOF ("WARRANT SHARES"), HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE AND NEITHER THE WARRANT NOR THE WARRANT SHARES MAYBE SOLD, PLEDGED, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER THE ACT AND COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAW, OR UNLESS THE COMPANY RECEIVES AN OPINION FROM ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.

WORLDWIDE EXCELLENCE, INC. , a Delaware corporation (the " Company "), hereby certifies that_________(" Holder "), or Holder's successors and assigns, for value received, is entitled to purchase from the Company commencing on ____________(the " Commencement Date ") and until 5:00 p.m., New York City local time, three (3) years after the Commencement Date (the " Term "), such number of shares of common stock, par value $.01 of the Company as shall upon the closing of the transaction (the " Closing ") set forth in the Acquisition Agreement dated as of July 29, 2005 by and among the Company, the current stockholders of the Company and MFC Development Corp. (" MFC ") be equal to ____ thousand (___,000) shares (each, a " Warrant Share ") (for each dollar invested in the Notes, the Holder is entitled to a warrant to purchase one Warrant Share) of common stock, $.001 par value per share (the " MFC   Common Stock "), of MFC, at a purchase price of $1.00 per share (the " Exercise Price ").

1.   Exercise of Warrants . Upon thirty (30) days written notice, and then upon presentation and surrender of this Warrant Certificate, with the attached Purchase Form duly executed, together with payment of the Exercise Price by certified check or official bank check in the applicable amount at the office of Gersten Savage LLP, counsel to the Company, at 600 Lexington Avenue, New York, New York 10022, the Company shall deliver to the Holder hereof, as promptly as practicable, certificates representing the Warrant Shares being purchased. This Warrant Certificate may be exercised in whole or in part (but not for less than 10,000 Warrant Shares, except with respect to the final exercise) and, in case of the exercise hereof in part only, the Company, upon surrender hereof, will deliver to the Holder a new Warrant Certificate or Warrant Certificates of like tenor entitling the Holder to purchase the number of Warrant Shares as to which this Warrant Certificate has not been exercised.

2.   Exchange . At any time prior to the exercise hereof, upon presentation and surrender to the Company, this Warrant Certificate may be exchanged, alone or with other Warrant Certificates of like tenor registered in the name of the Holder, for another Warrant Certificate or other Warrant Certificates of like tenor in the name of the Holder exercisable for the same aggregate number of Warrant Shares as the Warrant Certificate or Warrant Certificates surrendered.

3.   Rights and Obligations of Warrant Holders . The Holder of this Warrant Certificate shall not, by virtue hereof, be entitled to any rights of a stockholder in the Company, either at law or in equity; provided, however, if any Warrant Shares are issued to the Holder upon exercise of a portion or all of the Warrants represented hereby, such Holder shall, for all purposes, be deemed to have become the Holder of record of such stock on the date upon which this Warrant Certificate, together with a duly executed Purchase Form, was surrendered, regardless of the date of delivery of such share certificate, except that if upon the date of surrender of such Warrant Certificate the transfer books for the shares of common stock of the Company shall be closed, the Holder shall not be deemed to have become the Holder of record of such stock until the date upon which such books shall be opened. Unless required by law or applicable rule of any national securities exchange, such transfer books shall not be closed at any one time for a period longer than thirty (30) days. The rights of the Holder are limited to those expressed herein and the Holder, by acceptance of this Warrant Certificate, consents to and agrees to be bound by and to comply with all the provisions of this Warrant Certificate, including, but not limited to, all the obligations imposed upon the Holder hereof by this Article "3" of this Warrant Certificate. In addition, the Holder, by accepting this Warrant Certificate, agrees that the Company may, prior to any presentation for registration or transfer, deem and treat the person in whose name this Warrant Certificate is registered as the absolute, true and lawful owner for all purposes whatsoever, and the Company shall not be affected by any notice to the contrary.

4.    Warrant Shares/Legend . The Company agrees that all Warrant Shares delivered upon exercise of this Warrant Certificate will, upon delivery, be duly authorized, validly issued, fully paid and nonassessable, and free from all stamp taxes, liens, and charges with respect to the purchase thereof. In addition, the Company agrees at all times to reserve and keep available an authorized number of shares of Common Stock sufficient to permit the exercise in full of all outstanding Warrants. The following legend shall appear on this Warrant Certificate any substitute Warrant Certificate and on any certificate evidencing any Warrant Shares which the Holder will receive upon its exercise:

NEITHER THE WARRANT NOR THE COMMON STOCK WHICH MAY BE ACQUIRED UPON THE EXERCISE HEREOF ("WARRANT SHARES"), HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE AND NEITHER THE WARRANT NOR THE WARRANT SHARES MAYBE SOLD, PLEDGED, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER THE ACT AND COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAW, OR UNLESS THE COMPANY RECEIVES AN OPINION FROM ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.

5.   Disposition of Warrant Certificates or Warrant Shares . The Holder of this Warrant Certificate and any transferee hereof or of the Warrant Shares, by their acceptance thereof, hereby agree that (a) no public distribution of the Warrant or the Warrant Shares will be made in violation of the provisions of the Securities Act of 1933, as amended, or the Rules and Regulations promulgated thereunder (such Act and Rules and Regulations being collectively referred to as the " Act ") and (b) during such period as delivery of a prospectus with respect to the Warrants or the Warrant Shares may be required by the Act, any public distribution of the Warrants or Warrant Shares will be preceded or accompanied by, and made in a manner or on terms set forth in, a prospectus meeting the requirements of Section 10 of the Act, or any future law, and in compliance with all applicable state laws. The Holder of this Warrant Certificate and any such transferee hereof further agree that if any distribution of any of the Warrants or Warrant Shares is proposed to be made by them, otherwise than by delivery of a prospectus meeting the requirements of Section 10 of the Act as set forth above, such action shall be taken only after submission to the Company of an opinion of counsel, satisfactory in form and substance to the Company's counsel, in its sole and absolute discretion, to the effect that the proposed distribution will not be in violation of the Act or of applicable state law. Furthermore, it shall be a condition to the transfer of the Warrant Certificate or Warrants Shares that any transferee thereof deliver to the Company his or its written agreement to accept and be bound by all of the terms and conditions of this Warrant Certificate.

6.   Registration .   The Company further covenants and agrees to use its best efforts to register the Warrant Shares in accordance with a separate Registration Rights Agreement by and among the Company and the Warrant Holders.

7.   Adjustments .

(a)   Subject and pursuant to the provisions of this Article "7" of this Warrant Certificate, the Exercise Price, the Warrants and the Warrant Shares, subject to the Warrant Certificate, shall be subject to adjustment from time to time as follows:

(i)   If the Company shall hereinafter (A) pay a dividend or make a distribution on its common stock, in common stock or any other shares of stock, (B) subdivide its outstanding common stock into a greater number of shares, (C) combine its outstanding common stock into a smaller number of shares, or (D) issue any common stock by reclassification of its common stock, then and in such event, there shall be a proportional adjustment in the Exercise Price and in the number of Warrant Shares issuable upon exercise of each Warrant so that the registered Holder of any Warrant thereafter exercised shall be entitled to receive the number of shares of MFC Common Stock, at the same aggregate cost, that he would have received immediately following such action had such Warrant been exercised immediately prior thereto. Any adjustment made pursuant to this subparagraph "(i)" of this Paragraph "(a)" of this Article "7" of this Warrant Certificate shall become effective immediately after the record date in the event of a dividend or distribution and shall become effective immediately after the effective date in the event of a subdivision, combination, or reclassification.

(ii)   No adjustment in the securities issuable shall be made unless such adjustment would require an increase or decrease of at least ten (10%) percent in both the number of shares otherwise issuable and the Exercise Price; provided, however, that any adjustments that, by reason of this subparagraph "(ii)" of this Paragraph "(a)" of this Article "7" of this Warrant Certificate, are not required to be made shall be carried forward and accounted for in connectio