EXHIBIT 99.2

                                                               _______ ___, 2002

                                     WARRANT

THE SECURITIES  REPRESENTED BY THIS WARRANT HAVE NOT BEEN  REGISTERED  UNDER THE
SECURITIES ACT OF 1933, AS AMENDED,  OR APPLICABLE  STATE  SECURITIES  LAWS. THE
SECURITIES  HAVE BEEN ACQUIRED FOR  INVESTMENT  AND MAY NOT BE OFFERED FOR SALE,
SOLD,  TRANSFERRED  OR  ASSIGNED  IN THE  ABSENCE OF AN  EFFECTIVE  REGISTRATION
STATEMENT FOR THE SECURITIES  UNDER THE  SECURITIES ACT OF 1933, AS AMENDED,  OR
APPLICABLE  STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL IN A FORM REASONABLY
SATISFACTORY  TO THE ISSUER THAT  REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR
APPLICABLE  STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID
ACT.  NOTWITHSTANDING  THE FOREGOING,  THIS WARRANT MAY BE PLEDGED IN CONNECTION
WITH A BONA FIDE MARGIN ACCOUNT.

                            UNIVERCELL HOLDINGS, INC.

                        WARRANT TO PURCHASE COMMON STOCK

Warrant No.: _____                           Number of Shares: _________________

Date of Issuance:

     UniverCell Holdings, Inc. (the "COMPANY"), a corporation incorporated under
the laws of the State of Florida,  hereby  certifies that, for good and valuable
consideration,  the receipt  and  sufficiency  of which is hereby  acknowledged,
Hornblower & Weeks,  Inc. the registered holder hereof, or his permitted assigns
(the "Holder"),  is entitled,  subject to the terms set forth below, to purchase
from the Company  upon  surrender  of this  Warrant,  at any time or times on or
after the date hereof,  but not after 11:59 P.M.  Eastern Time on the Expiration
Date (as defined herein)  _________________  fully paid and nonassessable shares
of Common Stock (as defined herein) of the Company (the "WARRANT SHARES") at the
Warrant Exercise Price as defined in Section 1(a)(xvii) below.

     Section 1.


         (a)  DEFINITIONS. The following words and terms as used in this Warrant
shall have the following meanings:

              (i)  "APPROVED  STOCK PLAN" means any employee  benefit plan which
has been  approved by the Board of Directors  of the Company,  pursuant to which
the Company's securities may be issued to any consultants,  employee, officer or
director for services provided to the Company.


<PAGE>

              (ii) "BUSINESS  DAY" means any day other than Saturday,  Sunday or
other day on which  commercial  banks in the City of New York are  authorized or
required by law to remain closed.

              (iii)  "CLOSING  BID PRICE"  means the closing bid price of Common
Stock as quoted on the  Principal  Market (as  reported by  Bloomberg  Financial
Markets ("BLOOMBERG") through its "Volume at Price" function).

              (iv)  "CLOSING  DATE" has the meaning  given it in the  Securities
Purchase Agreement.

              (v) "COMMON STOCK" means (i) the Company's common stock, par value
$0.0001 per share, and (ii) any capital stock into which such Common Stock shall
have been changed or any capital stock resulting from a reclassification of such
Common Stock.

              (vi) "EXCLUDED  SECURITIES" means, if such security is issued at a
price which is greater  than or equal to the  arithmetic  average of the Closing
Bid  Prices  of the  Common  Stock  for the ten (10)  consecutive  trading  days
immediately  preceding  the  date of  issuance,  any of the  following:  (a) any
issuance by the Company of securities in connection with a strategic partnership
or a joint  venture  (the  primary  purpose  of  which  is not to  raise  equity
capital),  (b) any issuance by the Company of securities as consideration  for a
merger or consolidation or the acquisition of a business,  product,  license, or
other assets of another  person or entity and (c) options to purchase  shares of
Common  Stock,  PROVIDED,  that such options are issued in  accordance  with the
applicable terms and conditions of the plan authorizing the same.

              (vii)  "EXPIRATION  DATE"  means the date two (2)  years  from the
Issuance Date or, if such date falls on a Saturday, Sunday or other day on which
banks are  required  or  authorized  to be closed in the City of New York or the
State of New  York or on which  trading  does  not take  place on the  Principal
Exchange or  automated  quotation  system on which the Common Stock is traded (a
"HOLIDAY"), the next date that is not a Holiday.

              (viii) "ISSUANCE DATE" means the date of this Warrant.

              (ix) "REGISTRATION RIGHTS AGREEMENT" means the Registration Rights
Agreement  dated,  as of ______ __,  2002,  between  the Company and the Persons
named on Schedule A thereto with respect to the registration  rights  pertaining
to the Common Stock issuable upon exercise of this Warrant, substantially in the
form attached hereto as ANNEX 1

              (x) "OPTIONS"  means any rights,  warrants or options to subscribe
for or purchase Common Stock or Convertible Securities.

              (xi) "OTHER  SECURITIES"  means (i) those  options and warrants of
the Company issued prior to, and  outstanding  on, the Issuance  Date,  (ii) the
shares of Common  Stock  issuable  on exercise  of such  options  and  warrants,
provided  such  options and warrants  are not amended  after the Issuance  Date,
(iii) the shares of Common Stock issuable upon exercise of


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<PAGE>

this  Warrant  and (iv) those  commitments  to issue  shares of Common  Stock or
securities  convertible  into shares of Common  Stock that are  described in the
Company's SEC Documents.

              (xii) "PERSON" means an individual, a limited liability company, a
partnership,  a  joint  venture,  a  corporation,  a  trust,  an  unincorporated
organization and a government or any department or agency thereof.

              (xiii) "PRINCIPAL  MARKET" means the New York Stock Exchange,  the
American Stock Exchange, the Nasdaq National Market, the Nasdaq SmallCap Market,
whichever  is at the time the  principal  trading  exchange  or market  for such
security,  or the  over-the-counter  market on the electronic bulletin board for
such  security as reported by  BLOOMBERG  or, if no bid or sale  information  is
reported for such security by BLOOMBERG on the electronic  bulletin board,  then
the "pink sheets" distributed by the National Quotation Bureau, Inc.

              (xiv)  "SECURITIES  ACT"  means  the  Securities  Act of 1933,  as
amended.

              (xv) "SECURITIES PURCHASE AGREEMENT" means the Securities Purchase
Agreement, dated as of _______ ____, 2002, between the Company and the Investors
named therein for the purchase of Convertible Debentures by the Investors.

              (xvi)  TRADING DAY" shall mean any day on which the New York Stock
Exchange is open for business.

              (xvii)  "WARRANT"  means this Warrant and all  Warrants  issued in
exchange, transfer or replacement thereof.

              (xviii) "WARRANT EXERCISE PRICE" shall be equal to 105% multiplied
by the lower of (x) 200% of the  closing  bid price  per share (as  reported  by
Bloomberg,  LP) on the Closing Date, and (y) 70% of the lowest closing bid price
per share (as reported by Bloomberg,  LP) of the Company's  Common Stock for the
twenty (20) Trading Days immediately preceding the date of conversion.

              (xix)  "WARRANT  SHARES" means the shares of Common Stock issuable
at any time upon exercise of this Warrant.

         (b)  Other Definitional Provisions.

              (i) Except as otherwise  specified  herein,  all references herein
(A) to the Company shall be deemed to include the Company's  successors  and (B)
to any applicable  law defined or referred to herein shall be deemed  references
to  such  applicable  law as the  same  may  have  been  or  may be  amended  or
supplemented from time to time.

              (ii) When used in this Warrant, the words "HEREIN",  "HEREOF", and
"HEREUNDER" and words of similar import,  shall refer to this Warrant as a whole
and not to any


                                       3
<PAGE>

provision of this Warrant,  and the words "SECTION",  "SCHEDULE",  and "EXHIBIT"
shall refer to Sections of, and Schedules  and Exhibits to, this Warrant  unless
otherwise specified.

              (iii) Whenever the context so requires, the neuter gender includes
the masculine or feminine, and the singular number includes the plural, and vice
versa.

     Section 2. EXERCISE OF WARRANT.

         (a) Subject to the terms and  conditions  hereof,  this  Warrant may be
exercised by the holder hereof then registered on the books of the Company,  pro
rata as  hereinafter  provided,  at any time on any Business Day on or after the
opening of business on such  Business Day,  commencing  with the first day after
the Issuance Date, and prior to 11:59 P.M.  Eastern Time on the Expiration Date,
by (i)  delivery of a written  notice,  in the form of the  subscription  notice
attached as EXHIBIT A hereto (the "EXERCISE Notice"),  of such holder's election
to exercise  this  Warrant,  which  notice  shall  specify the number of Warrant
Shares to be  purchased,  (ii) (A) payment to the Company of an amount  equal to
the Warrant Exercise Price(s)  applicable to the Warrant Shares being purchased,
multiplied by the number of Warrant Shares (at the applicable  Warrant  Exercise
Price) as to which this Warrant is being exercised (plus any applicable issue or
transfer  taxes) (the  "AGGREGATE  EXERCISE  PRICE") in cash or wire transfer of
immediately available funds or (B) notification to the Company that this Warrant
is being exercised  pursuant to a Cashless Exercise (as defined in Section 2(f))
and (iii) the surrender of this Warrant (or an indemnification  undertaking with
respect to this  Warrant  in the case of its loss,  theft or  destruction)  to a
common  carrier for  overnight  delivery  to the Company as soon as  practicable
following  such date. In the event of any exercise of the rights  represented by
this Warrant in  compliance  with this Section  2(a),  the Company  shall on the
fifth (5th)  Business Day following the date of receipt of the Exercise  Notice,
the Aggregate Exercise Price (or notice of a Cashless Exercise) and this Warrant
(or an  indemnification  undertaking with respect to this Warrant in the case of
its loss, theft or destruction) and, except for a Cashless Exercise, the receipt
of the representations of the holder specified in Section 6 hereof, if requested
by the Company (the "EXERCISE DELIVERY  DOCUMENTS"),  and if the Common Stock is
DTC eligible credit such aggregate number of shares of Common Stock to which the
holder shall be entitled to the holder's or its designee's  balance account with
The  Depository  Trust Company;  PROVIDED,  that if the holder who submitted the
Exercise  Notice has  requested  physical  delivery of any or all of the Warrant
Shares,  or, if the Common Stock is not DTC eligible then the Company shall,  on
or before  the fifth  (5th)  Business  Day  following  receipt  of the  Exercise
Delivery  Documents,  issue and  surrender  to a common  carrier  for  overnight
delivery  to the  address  specified  in the  Exercise  Notice,  a  certificate,
registered  in the name of the holder,  for the number of shares of Common Stock
to which the holder shall be entitled pursuant to such request. Upon delivery of
the Exercise  Notice and Aggregate  Exercise Price referred to in clause (ii)(A)
above or  notification  to the  Company of a Cashless  Exercise  referred  to in
Section  2(f),  the holder of this  Warrant  shall be deemed  for all  corporate
purposes to have become the holder of record of the Warrant  Shares with respect
to which this  Warrant  has been  exercised.  In the case of a dispute as to the
determination  of the  Warrant  Exercise  Price,  the  Closing  Bid Price or the
arithmetic  calculation of the Warrant Shares,  the Company shall promptly issue
to the holder the number of Warrant Shares that is not disputed and shall submit
the disputed determinations or arithmetic


                                       4
<PAGE>





calculations  to the holder  via  facsimile  within  three (3)  Business  Day of
receipt of the  holder's  Exercise  Notice.  If the holder and the  Company  are
unable  to  agree  upon  the  determination  of the  Warrant  Exercise  Price or
arithmetic calculation of the Warrant Shares within one (1) day of such disputed
determination or arithmetic  calculation being submitted to the holder, then the
Company shall immediately submit via facsimile (i) the disputed determination of
the Warrant Exercise Price or the Closing Bid Price to an independent, reputable
investment  banking  firm or (ii) the  disputed  arithmetic  calculation  of the
Warrant Shares to its  independent,  outside  accountant The Company shall cause
the investment  banking firm or the  accountant,  as the case may be, to perform
the  determinations or calculations and notify the Company and the holder of the
results  no later  than five (5)  business  days from the time it  receives  the
disputed  determinations  or  calculations.  Such  investment  banking firm's or
accountant's  determination or calculation,  as the case may be, shall be deemed
conclusive absent manifest error.

         (b) Unless the rights represented by this Warrant shall have expired or
shall have been fully  exercised,  the Company shall, as soon as practicable and
in no event later than five (5) Business  Days after any exercise and at its own
expense, issue a new Warrant identical in all respects to this Warrant exercised
except it shall  represent  rights to  purchase  the  number of  Warrant  Shares
purchasable  immediately  prior to such exercise  under this Warrant  exercised,
less the  number of  Warrant  Shares  with  respect  to which  such  Warrant  is
exercised.

         (c) No  fractional  Warrant  Shares are to be issued  upon any pro rata
exercise of this  Warrant,  but rather the number of Warrant  Shares issued upon
such  exercise of this Warrant  shall be rounded up or down to the nearest whole
number.

         (d) If the Company or its  transfer  agent shall fail for any reason or
for no reason to issue to the holder within ten (10) Business Days of receipt of
the Exercise Delivery Documents,  a certificate for the number of Warrant Shares
to which the holder is entitled or to credit the holder's  balance  account with
The  Depository  Trust  Company for such  number of Warrant  Shares to which the
holder is  entitled  upon the  holder's  exercise of this  Warrant,  the Company
shall,  in addition to any other  remedies  under this Warrant or the  Placement
Agent Agreement or otherwise available to such holder, pay as additional damages
in cash to such holder on each day the issuance of such  certificate for Warrant
Shares is not timely  effected an amount equal to 0.5% of the product of (A) the
sum of the number of Warrant  Shares not issued to the holder on a timely  basis
and to which the holder is entitled, and (B) the Closing Bid Price of the Common
Stock for the trading day immediately preceding the last possible date which the
Company could have issued such Common Stock to the holder without violating this
Section 2.

         (e) If within ten (10) Business Days after the Company's receipt of the
Exercise Delivery  Documents,  the Company fails to deliver a new Warrant to the
holder  for the  number of  Warrant  Shares  to which  such  holder is  entitled
pursuant to Section  2(b)  hereof,  then,  in  addition  to any other  available
remedies  under this  Warrant or the  Placement  Agent  Agreement,  or otherwise
available to such holder, the Company shall pay as additional damages in cash to
such holder on each day after such tenth (10th)  Business Day that such delivery
of such new Warrant is not timely  effected  in an amount  equal to 0.25% of the
product of (A) the number of Warrant  Shares  represented by the portion of this
Warrant which is not being exercised and (B) the


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<PAGE>

Closing Bid Price of the Common Stock for the trading day immediately  preceding
the last  possible  date which the Company could have issued such Warrant to the
holder without violating this Section 2.

         (f) Notwithstanding  any provision of this Warrant,  the holder of this
Warrant may, at its election  exercised in its sole  discretion,  exercise  this
Warrant to the extent  then  exercisable,  and in lieu of making  payment of the
Aggregate  Exercise  Price in cash,  elect instead to receive upon such exercise
the "Net Number" of shares of Common Stock determined according to the following
formula (a "CASHLESS EXERCISE"):

     Net Number = (A X B) - (A X C)
                  -----------------
                          B

         For purposes of the foregoing formula:

            A= the total  number of Warrant  Shares  with  respect to which this
            Warrant is then being exercised.

            B= the Closing Bid Price of the Common Stock on the date of exercise
            of the Warrant.

            C= the  Warrant  Exercise  Price then in effect  for the  applicable
            Warrant Shares at the time of such exercise.

     Section 3. COVENANTS AS TO COMMON STOCK.  The Company hereby  covenants and
agrees as follows:

         (a) This Warrant is, and any  Warrants  issued in  substitution  for or
replacement  of this Warrant will upon issuance be, duly  authorized and validly
issued.

         (b) All Warrant  Shares  which may be issued  upon the  exercise of the
rights represented by this Warrant will, upon issuance, be validly issued, fully
paid and nonassessable  and free from all taxes,  liens and charges with respect
to the issue thereof.

         (c) During  the period  within  which the  rights  represented  by this
Warrant may be  exercised,  the Company  will at all times have  authorized  and
reserved at least 100% of the number of shares of Common Stock needed to provide
for the  exercise of the rights  then  represented  by this  Warrant and the par
value of said shares  will at all times be less than or equal to the  applicable
Warrant Exercise Price.

         (d) The Company shall promptly file a  registration  statement with the
Securities  and Exchange  Commission to secure the listing of the Warrant Shares
on the Principal  Market in accordance  with the terms and conditions  regarding
the  registration  rights of holders of Warrants  set forth in the  Registration
Rights Agreement and shall maintain, so long as any other shares of Common Stock
shall be so  listed,  such  listing  of all  Warrant  Shares  from  time to time
issuable


                                       6
<PAGE>

upon  the  exercise  of this  Warrant;  and the  Company  shall  so list on each
national  securities exchange or automated quotation system, as the case may be,
and shall  maintain  such listing of, any other  shares of capital  stock of the
Company  issuable upon the exercise of this Warrant if and so long as any shares
of the same  class  shall be  listed on such  national  securities  exchange  or
automated quotation system.

         (e) The Company will not, by amendment of its Articles of Incorporation
or  through  any  reorganization,  transfer  of assets,  consolidation,  merger,
dissolution,  issue or sale of securities,  or any other voluntary action, avoid
or seek to  avoid  the  observance  or  performance  of any of the  terms  to be
observed  or  performed  by it  hereunder,  but will at all times in good  faith
assist in the  carrying  out of all the  provisions  of this  Warrant and in the
taking of all such action as may  reasonably  be requested by the holder of this
Warrant in order to protect the exercise privilege of the holder of this Warrant
against dilution or other  impairment,  consistent with the tenor and purpose of
this  Warrant.  The Company will not (i) increase the par value of any shares of
Common Stock  receivable  upon the  exercise of this  Warrant  above the Warrant
Exercise  Price  then in effect,  and (ii) will take all such  actions as may be
necessary or appropriate in order that the Company may validly and legally issue
fully paid and  nonassessable  shares of Common  Stock upon the exercise of this
Warrant.

         (f) This  Warrant  will be binding  upon any entity  succeeding  to the
Company by merger,  consolidation or acquisition of all or substantially  all of
the Company's assets.

     Section 4.  TAXES.  The  Company  shall pay any and all  taxes,  except any
applicable  withholding,  which may be payable  with respect to the issuance and
delivery of Warrant Shares upon exercise of this Warrant.

     Section 5.  WARRANT  HOLDER NOT DEEMED A  STOCKHOLDER.  Except as otherwise
specifically  provided  herein,  no holder,  as such,  of this Warrant  shall be
entitled  to vote or  receive  dividends  or be deemed  the  holder of shares of
capital stock of the Company for any purpose,  nor shall  anything  contained in
this Warrant be construed to confer upon the holder hereof,  as such, any of the
rights of a  stockholder  of the Company or any right to vote,  give or withhold
consent to any corporate  action  (whether any  reorganization,  issue of stock,
reclassification  of stock,  consolidation,  merger,  conveyance or  otherwise),
receive  notice of  meetings,  receive  dividends  or  subscription  rights,  or
otherwise,  prior to the  issuance to the holder of this  Warrant of the Warrant
Shares which he or she is then entitled to receive upon the due exercise of this
Warrant.  In addition,  nothing  contained in this Warrant shall be construed as
imposing  any  liabilities  on such  holder to  purchase  any  securities  (upon
exercise of this  Warrant or  otherwise)  or as a  stockholder  of the  Company,
whether  such  liabilities  are  asserted by the Company or by  creditors of the
Company.  Notwithstanding this Section 5, the Company will provide the holder of
this Warrant with copies of the same written notices and other information given
to the stockholders of the Company generally,  contemporaneously with the giving
thereof to the stockholders.

     Section 6.  REPRESENTATIONS OF HOLDER.  The holder of this Warrant,  by the
acceptance hereof,  represents that it is acquiring this Warrant and the Warrant
Shares for its own account for


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<PAGE>

investment only and not with a view towards,  or for resale in connection  with,
the public sale or distribution  of this Warrant or the Warrant  Shares,  except
pursuant to sales  registered or exempted  under the Securities  Act;  provided,
however, that by making the representations herein, the holder does not agree to
hold this Warrant or any of the Warrant Shares for any minimum or other specific
term and reserves the right to dispose of this Warrant and the Warrant Shares at
any time in  accordance  with or  pursuant  to a  registration  statement  or an
exemption  under  the  Securities  Act.  The  holder  of  this  Warrant  further
represents,  by  acceptance  hereof,  that,  as of this date,  such holder is an
"accredited  investor" as such term is defined in Rule 501(a)(1) of Regulation D
promulgated by the Securities and Exchange  Commission  under the Securities Act
(an "ACCREDITED  INVESTOR").  Upon exercise of this Warrant, other than pursuant
to a Cashless Exercise,  the holder shall, if requested by the Company,  confirm
in writing,  in a form  satisfactory to the Company,  that the Warrant Shares so
purchased  are being  acquired  solely for the holder's own account and not as a
nominee  for  any  other  party,  for  investment,  and not  with a view  toward
distribution or resale and that such holder is an Accredited  Investor.  If such
holder  cannot  make  such  representations  because  they  would  be  factually
incorrect,  it shall be a condition to such  holder's  exercise of this Warrant,
other than pursuant to a Cashless Exercise,  that the Company receive such other
representations  as the Company  considers  reasonably  necessary  to assure the
Company that the issuance of its securities  upon exercise of this Warrant shall
not violate any United States or state securities laws.

     Section 7. OWNERSHIP AND TRANSFER.

         (a) The Company shall maintain at its principal  executive  offices (or
such other office or agency of the Company as it may  designate by notice to the
holder hereof),  a register for this Warrant,  in which the Company shall record
the name and address of the person in whose name this  Warrant has been  issued,
as well as the name and  address of each  transferee.  The Company may treat the
person in whose name any Warrant is  registered on the register as the owner and
holder thereof for all purposes, notwithstanding any notice to the contrary, but
in all events  recognizing  any transfers  made in accordance  with the terms of
this Warrant.

         (b) The Company is obligated to register the Warrant  Shares for resale
under the Securities Act pursuant to the  Registration  Rights Agreement and the
initial  holder of this Warrant (and certain  assignees  thereof) is entitled to
the  registration  rights in respect of the  Warrant  Shares as set forth in the
Registration Rights Agreement.

     Section 8. ADJUSTMENT OF WARRANT  EXERCISE PRICE AND NUMBER OF SHARES.  The
Warrant  Exercise  Price and the number of shares of Common Stock  issuable upon
exercise of this Warrant shall be adjusted from time to time as follows:

         (a)  ADJUSTMENT  OF WARRANT  EXERCISE  PRICE AND NUMBER OF SHARES  UPON
ISSUANCE OF COMMON STOCK.  If and whenever on or after the Issuance Date of this
Warrant,  the Company issues or sells,  or is deemed to have issued or sold, any
shares of Common Stock (other than (i)  Excluded  Securities  and (ii) shares of
Common  Stock  which are issued or deemed to have been  issued by the Company in
connection  with an Approved  Stock Plan or upon  exercise or  conversion of the
Other  Securities)  for a  consideration  per  share  less  than  a  price  (the


                                       8
<PAGE>

"APPLICABLE  PRICE") equal to the Warrant  Exercise Price in effect  immediately
prior to such issuance or sale,  then  immediately  after such issue or sale the
Warrant  Exercise  Price then in effect  shall be reduced to an amount  equal to
such  consideration per share. Upon each such adjustment of the Warrant Exercise
Price  hereunder,  the number of Warrant  Shares  issuable upon exercise of this
Warrant shall be adjusted to the number of shares  determined by multiplying the
Warrant  Exercise Price in effect  immediately  prior to such  adjustment by the
number of Warrant  Shares  issuable  upon  exercise of this Warrant  immediately
prior to such  adjustment  and  dividing  the  product  thereof  by the  Warrant
Exercise Price resulting from such adjustment.

         (b) EFFECT ON WARRANT EXERCISE PRICE OF CERTAIN EVENTS. For purposes of
determining the adjusted  Warrant  Exercise Price under Section 8(a) above,  the
following shall be applicable:

              (i) ISSUANCE OF OPTIONS.  If after the date hereof, the Company in
any manner grants any Options and the lowest price per share for which one share
of  Common  Stock is  issuable  upon the  exercise  of any such  Option  or upon
conversion or exchange of any convertible  securities  issuable upon exercise of
any such  Option is less than the  Applicable  Price,  then such share of Common
Stock shall be deemed to be outstanding  and to have been issued and sold by the
Company at the time of the  granting  or sale of such  Option for such price per
share.  For  purposes of this  Section  8(b)(i),  the lowest price per share for
which one share of Common  Stock is issuable  upon  exercise of such  Options or
upon conversion or exchange of such Convertible Securities shall be equal to the
sum of the lowest  amounts of  consideration  (if any) received or receivable by
the Company  with  respect to any one share of Common Stock upon the granting or
sale of the Option,  upon exercise of the Option or upon  conversion or exchange
of any Convertible  Security  issuable upon exercise of such Option.  No further
adjustment of the Warrant  Exercise Price shall be made upon the actual issuance
of such Common Stock or of such Convertible Securities upon the exercise of such
Options or upon the actual  issuance of such  Common  Stock upon  conversion  or
exchange of such Convertible Securities.

              (ii)  ISSUANCE OF  CONVERTIBLE  SECURITIES.  If the Company in any
manner issues or sells any Convertible Securities and the lowest price per share
for which one share of Common Stock is issuable upon the  conversion or exchange
thereof is less than the Applicable Price, then such share of Common Stock shall
be deemed to be  outstanding  and to have been issued and sold by the Company at
the time of the issuance or sale of such  Convertible  Securities for such price
per share. For the purposes of this Section 8(b)(ii), the lowest price per share
for which one share of Common Stock is issuable upon such conversion or exchange
shall  be equal  to the sum of the  lowest  amounts  of  consideration  (if any)
received or  receivable by the Company with respect to one share of Common Stock
upon the issuance or sale of the  Convertible  Security and upon  conversion  or
exchange of such  Convertible  Security.  No further  adjustment  of the Warrant
Exercise Price shall be made upon the actual  issuance of such Common Stock upon
conversion or exchange of such Convertible Securities,  and if any such issue or
sale of such  Convertible  Securities  is made upon  exercise of any Options for
which  adjustment  of the  Warrant  Exercise  Price  had  been or are to be made
pursuant to other provisions


                                       9
<PAGE>

of this Section 8(b), no further  adjustment of the Warrant Exercise Price shall
be made by reason of such issue or sale.

              (iii)  CHANGE  IN  OPTION  PRICE  OR  RATE OF  CONVERSION.  If the
purchase price provided for in any Options,  the  additional  consideration,  if
any,  payable  upon  the  issue,  conversion  or  exchange  of  any  Convertible
Securities, or the rate at which any Convertible Securities are convertible into
or exchangeable for Common Stock changes at any time, the Warrant Exercise Price
in effect at the time of such change  shall be adjusted to the Warrant  Exercise
Price  which  would  have  been in  effect  at such  time  had such  Options  or
Convertible  Securities  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 the number of Warrant Shares issuable upon
exercise of this Warrant shall be  correspondingly  readjusted.  For purposes of
this Section 8(b)(iii),  if the terms of any Option or Convertible Security that
was  outstanding  as of the  Issuance  Date of this  Warrant  are changed in the
manner  described in the  immediately  preceding  sentence,  then such Option or
Convertible  Security  and the  Common  Stock  deemed  issuable  upon  exercise,
conversion  or  exchange  thereof  shall be deemed to have been issued as of the
date of such change.  No adjustment  pursuant to this Section 8(b) shall be made
if such  adjustment  would result in an increase of the Warrant  Exercise  Price
then in effect.

         (c) EFFECT ON WARRANT EXERCISE PRICE OF CERTAIN EVENTS. For purposes of
determining  the adjusted  Warrant  Exercise Price under Sections 8(a) and 8(b),
the following shall be applicable:

              (i) CALCULATION OF  CONSIDERATION  RECEIVED.  If any Common Stock,
Options  or  Convertible  Securities  are  issued or sold or deemed to have been
issued or sold for cash, the consideration  received therefore will be deemed to
be the net amount  received  by the  Company  therefore.  If any  Common  Stock,
Options or Convertible  Securities are issued or sold for a consideration  other
than cash, the amount of such consideration  received by the Company will be the
fair value of such  consideration,  except where such consideration  consists of
marketable securities, in which case the amount of consideration received by the
Company  will be the Market Price of such  securities  on the date of receipt of
such  securities.  If any Common Stock,  Options or  Convertible  Securities are
issued to the owners of the  non-surviving  entity in connection with any merger
in which the  Company  is the  surviving  entity,  the  amount of  consideration
therefore  will be deemed to be the fair value of such portion of the net assets
and  business  of the  non-surviving  entity as is  attributable  to such Common
Stock, Options or Convertible Securities,  as the case may be. The fair value of
any  consideration  other than cash or securities will be determined  jointly by
the Company and the holders of Warrants  representing at least  two-thirds (2/3)
of the Warrant Shares  issuable upon exercise of the Warrants then  outstanding.
If such  parties  are unable to reach  agreement  within ten (10) days after the
occurrence of an event  requiring  valuation (the "VALUATION  EVENT"),  the fair
value of such  consideration  will be  determined  within five (5) Business Days
after the tenth (10th) day  following  the  Valuation  Event by an  independent,
reputable  appraiser jointly selected by the Company and the holders of Warrants
representing  at least  two-thirds  (2/3) of the Warrant  Shares  issuable  upon
exercise of the Warrants then  outstanding.  The determination of such appraiser
shall be final and binding  upon all  parties and the fees and  expenses of such
appraiser

                                       10
<PAGE>


shall be borne  jointly by the Company and the holders of Warrants.  The Company
and the holders of the Warrants shall each pay one half (1/2) of the cost of the
appraiser.

              (ii)  INTEGRATED  TRANSACTIONS.  In case any  Option  is issued in
connection with the issue or sale of other  securities of the Company,  together
comprising one  integrated  transaction  in which no specific  consideration  is
allocated to such Options by the parties thereto,  the Options will be deemed to
have been issued for a consideration of $0.01.

              (iii)  TREASURY  SHARES.  The  number of  shares  of Common  Stock
outstanding  at any given time does 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 issue or sale of Common Stock.

              (iv) RECORD DATE.  If the Company takes a record of the holders of
Common  Stock for the  purpose of  entitling  them (1) to receive a dividend  or
other distribution payable in Common Stock, Options or in Convertible Securities
or (2) to  subscribe  for or  purchase  Common  Stock,  Options  or  Convertible
Securities,  then such record date will be deemed to be the date of the issue or
sale of the shares of Common  Stock  deemed to have been issued or sold upon the
declaration  of such  dividend or the making of such other  distribution  or the
date of the granting of such right of subscription or purchase,  as the case may
be.

         (d)  ADJUSTMENT  OF  WARRANT   EXERCISE   PRICE  UPON   SUBDIVISION  OR
COMBINATION  OF  COMMON  STOCK.  If the  Company  at any time  after the date of
issuance  of this  Warrant  subdivides  (by any  stock  split,  stock  dividend,
recapitalization  or otherwise) one or more classes of its outstanding shares of
Common  Stock into a greater  number of shares,  any Warrant  Exercise  Price in
effect immediately prior to such subdivision will be proportionately reduced and
the number of shares of Common Stock  obtainable  upon  exercise of this Warrant
will be proportionately  increased. If the Company at any time after the date of
issuance  of this  Warrant  combines  (by  combination,  reverse  stock split or
otherwise) one or more classes of its outstanding  shares of Common Stock into a
smaller number of shares, any Warrant Exercise Price in effect immediately prior
to such combination will be proportionately  increased and the number of Warrant
Shares issuable upon exercise of this Warrant will be proportionately decreased.
Any  adjustment  under this Section 8(d) shall become  effective at the close of
business on the date the subdivision or combination becomes effective.

         (e)  DISTRIBUTION  OF ASSETS.  If the Company shall declare or make any
dividend or other  distribution  of its assets (or rights to acquire its assets)
to holders of Common Stock, by way of return of capital or otherwise (including,
without  limitation,  any  distribution  of cash,  stock  or  other  securities,
property or options by way of a dividend, spin off, reclassification,  corporate
rearrangement  or other similar  transaction)  (a  "DISTRIBUTION"),  at any time
after the issuance of this Warrant, then, in each such case:

              (i) any Warrant Exercise Price in effect  immediately prior to the
close of business on the record date fixed for the  determination  of holders of
Common Stock entitled to receive the Distribution shall be reduced, effective as
of the  close  of  business  on  such  record


                                       11
<PAGE>

date, to a price  determined by  multiplying  such Warrant  Exercise  Price by a
fraction  of which (A) the  numerator  shall be the  Closing  Sale  Price of the
Common Stock on the trading day immediately preceding such record date minus the
value of the Distribution (as determined in good faith by the Company's Board of
Directors)  applicable  to one share of Common  Stock,  and (B) the  denominator
shall  be the  Closing  Sale  Price  of the  Common  Stock  on the  trading  day
immediately preceding such record date; and

              (ii)  either  (A) the  number of Warrant  Shares  obtainable  upon
exercise of this  Warrant  shall be increased to a number of shares equal to the
number of shares of Common Stock  obtainable  immediately  prior to the close of
business  on the record  date fixed for the  determination  of holders of Common
Stock entitled to receive the  Distribution  multiplied by the reciprocal of the
fraction set forth in the immediately  preceding clause (i), or (B) in the event
that the  Distribution  is of common  stock of a company  whose  common stock is
traded on a  national  securities  exchange  or a national  automated  quotation
system,  then the holder of this Warrant shall receive an additional  warrant to
purchase  Common  Stock,  the terms of which shall be identical to those of this
Warrant,  except that such warrant shall be  exercisable  into the amount of the
assets that would have been  payable to the holder of this  Warrant  pursuant to
the Distribution had the holder exercised this Warrant immediately prior to such
record date and with an exercise price equal to the amount by which the exercise
price of this Warrant was decreased with respect to the Distribution pursuant to
the terms of the immediately preceding clause (i).

         (f) CERTAIN EVENTS. If any event occurs of the type contemplated by the
provisions of this Section 8 but not expressly  provided for by such  provisions
(including,  without  limitation,  the  granting of stock  appreciation  rights,
phantom stock rights or other rights with equity  features),  then the Company's
Board of Directors will make an appropriate  adjustment in the Warrant  Exercise
Price and the number of shares of Common Stock  obtainable upon exercise of this
Warrant so as to protect  the rights of the holders of the  Warrants;  provided,
except as set forth in section  8(d),that  no such  adjustment  pursuant to this
Section 8(f) will increase the Warrant  Exercise Price or decrease the number of
shares of Common  Stock  obtainable  as  otherwise  determined  pursuant to this
Section 8.

         (g) Notices.

              (i) Immediately upon any adjustment of the Warrant Exercise Price,
the Company  will give  written  notice  thereof to the holder of this  Warrant,
setting forth in reasonable  detail,  and  certifying,  the  calculation of such
adjustment.

              (ii) The Company  will give  written  notice to the holder of this
Warrant at least ten (10) days prior to the date on which the Company closes its
books or takes a record (A) with  respect to any dividend or  distribution  upon
the Common Stock, (B) with respect to any pro rata subscription offer to holders
of  Common  Stock or (C) for  determining  rights to vote  with  respect  to any
Organic Change (as defined  below),  dissolution or  liquidation,  provided that
such  information  shall be made known to the public prior to or in  conjunction
with such notice being provided to such holder.


                                       12
<PAGE>

              (iii) The Company will also give  written  notice to the holder of
this  Warrant  at least  ten (10) days  prior to the date on which  any  Organic
Change,   dissolution  or  liquidation  will  take  place,  provided  that  such
information  shall be made known to the public prior to or in  conjunction  with
such notice being provided to such holder.

     Section   9.    PURCHASE    RIGHTS;    REORGANIZATION,    RECLASSIFICATION,
CONSOLIDATION, MERGER OR SALE.

         (a) In addition to any  adjustments  pursuant to Section 8 above, if at
any time the Company grants, issues or sells any Options, Convertible Securities
or rights to purchase stock, warrants,  securities or other property pro rata to
the record  holders of any class of Common Stock (the "PURCHASE  RIGHTS"),  then
the  holder  of this  Warrant  will be  entitled  to  acquire,  upon  the  terms
applicable to such Purchase  Rights,  the aggregate  Purchase  Rights which such
holder  could  have  acquired  if such  holder  had held the number of shares of
Common Stock  acquirable  upon  complete  exercise of this  Warrant  immediately
before  the date on which a record is taken for the grant,  issuance  or sale of
such Purchase  Rights,  or, if no such record is taken, the date as of which the
record holders of Common Stock are to be determined for the grant, issue or sale
of such Purchase Rights.

         (b)    Any    recapitalization,    reorganization,    reclassification,
consolidation,  merger, sale of all or substantially all of the Company's assets
to another Person or other  transaction in each case which is effected in such a
way that  holders of Common Stock are  entitled to receive  (either  directly or
upon subsequent  liquidation) stock,  securities or assets with respect to or in
exchange for Common Stock is referred to herein as an "ORGANIC CHANGE". Prior to
the  consummation of any (i) sale of all or  substantially  all of the Company's
assets to an acquiring  Person or (ii) other Organic Change  following which the
Company is not a  surviving  entity,  the  Company  will  secure from the Person
purchasing  such assets or the successor  resulting from such Organic Change (in
each case,  the "ACQUIRING  ENTITY") a written  agreement (in form and substance
satisfactory to the holders of Warrants  representing at least  two-thirds (2/3)
of the Warrant Shares  issuable upon exercise of the Warrants then  outstanding)
to deliver to each holder of Warrants in exchange for such Warrants,  a security
of the Acquiring Entity evidenced by a written instrument  substantially similar
in form and  substance  to this Warrant and  satisfactory  to the holders of the
Warrants  (including an adjusted  warrant  exercise price equal to the value for
the Common Stock reflected by the terms of such  consolidation,  merger or sale,
and exercisable for a corresponding  number of shares of Common Stock acquirable
and receivable  upon exercise of the Warrants  without regard to any limitations
on  exercise,  if the value so  reflected  is less than any  Applicable  Warrant
Exercise Price immediately prior to such  consolidation,  merger or sale). Prior
to the  consummation  of any  other  Organic  Change,  the  Company  shall  make
appropriate  provision  (in form and  substance  satisfactory  to the holders of
Warrants representing a majority of the Warrant Shares issuable upon exercise of
the  Warrants  then  outstanding)  to  insure  that each of the  holders  of the
Warrants will  thereafter have the right to acquire and receive in lieu of or in
addition  to (as the case may be) the  Warrant  Shares  immediately  theretofore
issuable and  receivable  upon the exercise of such holder's  Warrants  (without
regard to any  limitations  on  exercise),  such shares of stock,  securities or
assets  that would  have been  issued or payable  in such  Organic  Change  with
respect to or in exchange for


                                       13
<PAGE>

the number of Warrant Shares which would have been issuable and receivable  upon
the  exercise of such  holder's  Warrant as of the date of such  Organic  Change
(without   taking  into  account  any   limitations  or   restrictions   on  the
exercisability of this Warrant).

     Section 10. LOST, STOLEN,  MUTILATED OR DESTROYED WARRANT.  If this Warrant
is lost, stolen,  mutilated or destroyed, the Company shall promptly, on receipt
of an indemnification  undertaking (or, in the case of a mutilated Warrant,  the
Warrant),  issue a new Warrant of like denomination and tenor as this Warrant so
lost, stolen, mutilated or destroyed.

     Section 11. NOTICE. Any notices,  consents, waivers or other communications
required or  permitted  to be given under the terms of this  Warrant  must be in
writing  and will be deemed  to have  been  delivered:  (i) upon  receipt,  when
delivered  personally;  (ii)  upon  receipt,  when sent by  facsimile  (provided
confirmation  of  receipt is  received  by the  sending  party  transmission  is
mechanically or electronically generated and kept on file by the sending party);
or (iii) one Business Day after deposit with a nationally  recognized  overnight
delivery  service,  in each case properly  addressed to the party to receive the
same. The addresses and facsimile numbers for such communications shall be:

COMPANY: UniverCell Holdings, Inc.
         1 Randall Avenue
         Baltimore, MD 21208
         ATTN:  Sean Fulda
         Telecopier No.:  (800) 892-2355
         With a copy to:
         McGuireWoods LLP
         9 West 57th Street, Suite 1620
         New York, New York 10019
         Telecopier No.  (212) 548-2150

HOLDERS: At the address set forth on the signature page of this Agreement.
         With copies to:
         Hornblower & Weeks, Inc.
         110 Wall St. 24th Floor
         New York, NY 10005
         Telecopier No.: (212) 968-1749

     If to a holder of this Warrant,  to it at the address and facsimile  number
set  forth  in  the   Purchase   Agreement,   with   copies  to  such   holder's
representatives  as set  forth  in such  Purchase  Agreement,  or at such  other
address and  facsimile as shall be delivered to the Company upon the issuance or
transfer of this Warrant.


                                       14
<PAGE>

     Each party shall provide five days' prior written notice to the other party
of any change in address or facsimile  number.  Written  confirmation of receipt
(A) given by the recipient of such notice, consent,  facsimile,  waiver or other
communication,  (or (B) provided by a nationally  recognized  overnight delivery
service shall be rebuttable  evidence of personal service,  receipt by facsimile
or receipt from a nationally recognized overnight delivery service in accordance
with clause (i), (ii) or (iii) above, respectively.

     Section  12.  DATE.  The date of this  Warrant  is the date first set forth
above. This Warrant, in all events,  shall be wholly void and of no effect after
the close of business on the Expiration Date,  except that  notwithstanding  any
other provisions  hereof,  the provisions of Section 8(b) shall continue in full
force and effect  after such date as to any Warrant  Shares or other  securities
issued upon the exercise of this Warrant.

     Section 13. AMENDMENT AND WAIVER.  Except as otherwise provided herein, the
provisions  of the  Warrants  may be amended and the Company may take any action
herein prohibited, or omit to perform any act herein required to be performed by
it,  only if the  Company has  obtained  the  written  consent of the holders of
Warrants  representing  at least  two-thirds of the Warrant Shares issuable upon
exercise of the Warrants then  outstanding;  provided  that,  except for Section
8(d),  no such action may  increase the Warrant  Exercise  Price or decrease the
number of shares  or class of stock  obtainable  upon  exercise  of any  Warrant
without the written consent of the holder of such Warrant.

     Section 14. DESCRIPTIVE  HEADINGS;  GOVERNING LAW. The descriptive headings
of the  several  sections  and  paragraphs  of this  Warrant  are  inserted  for
convenience  only and do not  constitute a part of this  Warrant.  The corporate
laws of the State of New York shall  govern all issues  concerning  the relative
rights of the Company and its stockholders.  All other questions  concerning the
construction,  validity, enforcement and interpretation of this Warrant shall be
governed by the internal laws of the State of New York, without giving effect to
any choice of law or conflict of law  provision or rule (whether of the State of
New York, or any other  jurisdiction)  that would cause the  application  of the
laws of any jurisdiction other than the State of New York.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                       15
<PAGE>

IN WITNESS  WHEREOF,  the Company  has caused  this  Warrant to be signed by its
President and Chief Executive Officer, as of this ___ day of _______, 2002.


                                       UNIVERCELL HOLDINGS, INC.


                                       By:
                                           -------------------------------------
                                       Name:  Sean Fulda
                                       Title: Chief Executive Officer



                                       16
<PAGE>

                              EXHIBIT A TO WARRANT

                                SUBSCRIPTION FORM

        TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS WARRANT

                            UNIVERCELL HOLDINGS, INC.

     The   undersigned   holder   hereby   exercises   the  right  to   purchase
_________________ of the shares of Common Stock ("WARRANT SHARES") of UniverCell
Holdings, Inc., a Florida corporation (the "COMPANY"), evidenced by the attached
Warrant (the "WARRANT"). Capitalized terms used herein and not otherwise defined
shall have the respective meanings set forth in the Warrant.

     1. Form of Warrant  Exercise Price.  The Holder intends that payment of the
Warrant Exercise Price shall be made as:

     ____________ a "CASH  EXERCISE" with respect to  _________________  Warrant
                  Shares; and/or

     ____________ a "CASHLESS EXERCISE" with respect to _______________  Warrant
                  Shares (to the extent permitted by the terms of the Warrant).

     2.  Payment of  Warrant  Exercise  Price.  In the event that the holder has
elected a Cash Exercise with respect to some or all of the Warrant  Shares to be
issued pursuant hereto, the holder shall pay the sum of  $___________________ to
the Company in accordance with the terms of the Warrant.

     3.  Delivery of Warrant  Shares.  The Company  shall  deliver to the holder
__________ Warrant Shares in accordance with the terms of the Warrant.

Date:                   ,
      --------------- --  ------

      Name of Registered Holder


By:
      -----------------------------------
      Name:
      Title:


<PAGE>

                              EXHIBIT B TO WARRANT

                              FORM OF WARRANT POWER

     FOR VALUE  RECEIVED,  the  undersigned  does hereby  assign and transfer to
________________,  Federal Identification No. __________,  a warrant to purchase
____________ shares of the capital stock of UniverCell Holdings, Inc., a Florida
corporation,  represented by warrant certificate no. _____, standing in the name
of the undersigned on the books of said corporation. The undersigned does hereby
irrevocably  constitute  and appoint  ______________,  attorney to transfer  the
warrants of said corporation, with full power of substitution in the premises.

Dated:                ,
       ------------ --  ----

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

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

                                       Its:
                                           -------------------------------------

<PAGE>

                               ANNEX 1 TO WARRANT

                      FORM OF REGISTRATION RIGHTS AGREEMENT




                                       2
<PAGE>

                          REGISTRATION RIGHTS AGREEMENT
                                   (WARRANTS)

     THIS  REGISTRATION  RIGHTS  AGREEMENT,  dated  as of ____  __,  2002  (this
"Agreement"),  is made by and  between  UniverCell  Holdings,  Inc.,  a  Florida
corporation,  with headquarters located at 1 Randall Avenue, Baltimore, MD 21208
(the  "Company"),  and the  persons  named on  Schedule  A annexed  hereto  (the
"Holders").

                              W I T N E S S E T H:

     WHEREAS,  pursuant  to the  terms  and  subject  to the  conditions  of the
Securities Purchase  Agreement,  dated as of ______ __, 2002, between the buyers
named therein and the Company (the "Securities Purchase Agreement";  capitalized
terms not otherwise  defined herein shall have the meanings  ascribed to them in
the  Securities  Purchase  Agreement),  the  Company  has agreed to issue to the
Holders or their designee(s)  warrants (the "Warrants") to purchase a minimum of
1,000,000 and a maximum of 2,000,000  shares of the Company's  Common Stock, par
value $0.001 per share (the "Common Stock"); and

     WHEREAS,  pursuant to the Securities  Purchase  Agreement,  the Company has
agreed to provide certain  registration rights under the Securities Act of 1933,
as amended, and the rules and regulations  thereunder,  or any similar successor
statute  (collectively,  the  "Securities  Act"),  with respect to the shares of
Common Stock that underlie the Warrants (the "Registrable Securities");

     NOW,  THEREFORE,  in consideration of the premises and the mutual covenants
contained  herein and other good and  valuable  consideration,  the  receipt and
sufficiency of which are hereby acknowledged, the Company and the Holders hereby
agree as follows:

     SECTION 1.  DEFINITIONS.  As used in this  Agreement,  the following  terms
shall have the following meanings:

         (a)  "Holders"  means  the  Holders  and any  permitted  transferee  or
assignee  who agrees to become  bound by the  provisions  of this  Agreement  in
accordance with Section 9 hereof and who holds Warrants.

         (b)  "Potential  Material  Event" means any of the  following:  (i) the
possession by the Company of material  information  not ripe for disclosure in a
registration statement, which shall be evidenced by determinations in good faith
by the Board of Directors of the Company that disclosure of such  information in
the  registration  statement would be detrimental to the business and affairs of
the Company;  or (ii) any material  engagement  or activity by the Company which
would, in the good faith determination of the Board of Directors of the Company,
be adversely  affected by disclosure in a  registration  statement at such time,
which  determination  shall be accompanied by a good faith  determination by the
Board of  Directors  of the Company  that the  registration  statement  would be
materially misleading absent the inclusion of such information.


                                       2
<PAGE>

         (c)   "Register,"   "Registered,"   and   "Registration"   refer  to  a
registration  effected  by  preparing  and filing a  Registration  Statement  or
Statements in compliance  with the Securities Act and pursuant to Rule 415 under
the Securities Act or any successor rule providing for offering  securities on a
continuous  basis ("Rule 415"), and the declaration or ordering of effectiveness
of such  Registration  Statement by the United  States  Securities  and Exchange
Commission (the "SEC").

         (d)  "Registrable  Securities"  means the  shares of Common  Stock that
underlie the Warrants.

         (e)  "Registration  Statement"  means a  registration  statement of the
Company under the Securities Act.

     SECTION 2. REGISTRATION.

         (a) MANDATORY REGISTRATION.

              (a) The  Company  shall  prepare and file with the SEC, as soon as
possible  after the Closing  Date and no later than ten (10) day  following  the
Closing Date (the "Required Filing Date"), either a Registration Statement or an
amendment to an existing Registration Statement, in either event registering for
resale by the  Holders  a  sufficient  number of shares of Common  Stock for the
Holders to sell the  Registrable  Securities  (or such  lesser  number as may be
required by the SEC, but in no event less than two hundred percent (200%) of the
aggregate  number  of  shares  (A) for  which  the  relevant  Warrants  would be
exercisable at the time of filing of such Registration  Statement  (assuming for
such purposes that all such Warrants had been eligible to be exercised,  and had
been exercised for Registrable  Securities in accordance with their terms).  The
Registration  Statement (W) shall include only the  Registrable  Securities  and
shares of Common Stock to be issued upon the  conversion of the  Debentures  and
(X)  shall  also  state  that,  in  accordance  with  Rule 416 and 457 under the
Securities Act, it also covers such indeterminate number of additional shares of
Common Stock as may become  issuable upon  conversion of the Warrants to prevent
dilution  resulting from stock splits or stock  dividends.  The Company will use
its reasonable best efforts to cause such Registration  Statement to be declared
effective  on a date (a "Required  Effective  Date") no later than 60 days after
the Closing Date.

              (b) If at any time (an "Increased  Registered  Shares Date"),  the
number of shares of Common  Stock  represented  by the  Registrable  Securities,
issued or to be issued as contemplated by the  Transaction  Agreements,  exceeds
the  aggregate  number of shares of Common  Stock then  registered,  the Company
shall,  within ten (10) business days after receipt of a written notice from any
Holders,  either  (X) amend the  relevant  Registration  Statement  filed by the
Company  pursuant  to the  preceding  provisions  of  this  Section  2,  if such
Registration  Statement has not been declared effective by the SEC at that time,
to register two hundred percent (200%) of such Registrable  Shares,  computed as
contemplated  by the  immediately  preceding  subparagraph  (i),  or (Y) if such
Registration Statement has been declared effective by the SEC at that time, file
with the SEC an additional  Registration Statement (an "Additional


                                       3
<PAGE>

Registration Statement") to register two hundred percent (200%) of the shares of
Common Stock represented by the Registrable Shares,  computed as contemplated by
the immediately preceding  subparagraph (i), that exceed the aggregate number of
shares of Common  Stock  already  registered.  If the Company  has  insufficient
authorized but unissued shares to satisfy the foregoing commitment,  the Company
will use its reasonable best efforts to first solicit the consent of the holders
of a majority of its outstanding shares entitled to vote thereon to increase the
number of shares of the  Company's  common  stock to the amount  required  to be
registered  under this Section  2(a)(ii),  then promptly to file an  information
statement with respect to such increase in authorized shares with the SEC and as
promptly as permitted thereafter to send the information statement to all of the
stockholders of the Company who did not so consent.  The Company will thereafter
use its reasonable best efforts to include the additional shares of Common Stock
so  authorized  to be  included  in the amended  Registration  Statement  or the
Additional  Registration Statement, as the case may be, and to cause the amended
Registration Statement or the Additional Registration Statement, as the case may
be, to be declared effective on a date (a "Required Effective Date") which is no
later than 90 days after the Increased Registered Shares Date.

         (b) PAYMENTS BY THE COMPANY.

              (a)  If  the  Registration   Statement  covering  the  Registrable
Securities  is not  filed  with the SEC by the  Required  Filing  Date or if the
Company does not respond to SEC comments  within 2 business days after receiving
the comments,  the Company will make payments to the Holders in such amounts and
at such times as shall be determined pursuant to this Section 2(b).

              (b)  If  the  Registration   Statement  covering  the  Registrable
Securities is not declared  effective by the relevant Required Effective Date or
if the  Holders  are  restricted  from making  sales of  Registrable  Securities
covered by a previously effective  Registration  Statement at any time (the date
such restriction  commences,  a "Restricted Sale Date") after the Effective Date
other than during a Suspension Period (as defined below),  then the Company will
make  payments  to the  Holders  in such  amounts  and at such times as shall be
determined pursuant to this Section 2(b).

              (c) If filing,  responsiveness  or  effectiveness  conditions  set
forth in Sections  2(b)(i) or 2(b)(ii) are not  satisfied  as required  thereby,
then the Company  shall pay to the Holders a cash amount  within 3 business days
of the end of the  month  equal  to 2% per  month of the  outstanding  principal
amount of the Registrable Securities as liquidated damages and not as a penalty.
The Company  shall keep the  registration  statement  effective  throughout  the
period  during  which the life of the  Registrable  Securities  are  issued  and
outstanding.

              (d) The parties acknowledge that the damages which may be incurred
by the Holders if the Registration Statement is not filed by the Required Filing
Date or if the  Registration  Statement  has not been  declared  effective  by a
Required Effective Date,  including if the right to sell Registrable  Securities
under  a  previously  effective  Registration  Statement  is  suspended,  may be
difficult to ascertain.  The parties agree that the Periodic Amounts represent a


                                       4
<PAGE>

reasonable  estimate  on  the  part  of the  parties,  as of the  date  of  this
Agreement, of the amount of such damages, and shall be the exclusive remedy.

              (e)  Notwithstanding  the  foregoing,  the amounts  payable by the
Company  pursuant to this provision shall not be payable to the extent any delay
in the effectiveness of the Registration  Statement occurs because of an act of,
or a failure to act or to act timely by the Holders or their counsel,  or in the
event all of the  Registrable  Securities  may be sold  pursuant  to Rule 144 or
another available exemption under the Act.

     SECTION 3. OBLIGATIONS OF THE COMPANY.  In connection with the registration
of the Registrable Securities, the Company shall do each of the following:

         (a) Prepare promptly, and file with the SEC by the Required Filing Date
a Registration Statement with respect to not less than the number of Registrable
Securities  provided in Section 2(a) above,  and  thereafter  use its reasonable
best  efforts to cause  such  Registration  Statement  relating  to  Registrable
Securities  to become  effective  by the  Required  Effective  Date and keep the
Registration   Statement   effective   at  all  times  during  the  period  (the
"Registration  Period")  continuing  until the  earliest of (i) the date that is
five (5) years after the last day of the calendar  month  following the month in
which the  Effective  Date  occurs,  (ii) the date when the Holders may sell all
Registrable  Securities  under Rule 144 or (iii) the date the  Holders no longer
hold any of the Registrable Securities,  which Registration Statement (including
any amendments or supplements thereto and prospectuses  contained therein) shall
not contain any untrue  statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements  therein,
in light of the circumstances in which they were made, not misleading;

         (b)  Prepare  and  file  with  the  SEC  such   amendments   (including
post-effective amendments) and supplements to the Registration Statement and the
prospectus  used  in  connection  with  the  Registration  Statement  as  may be
necessary to keep the Registration  Statement  effective at all times during the
Registration  Period,  and,  during the  Registration  Period,  comply  with the
provisions  of  the  Securities  Act  with  respect  to the  disposition  of all
Registrable  Securities  of the Company  covered by the  Registration  Statement
until such time as all of such  Registrable  Securities have been disposed of in
accordance  with the intended  methods of  disposition  by the seller or sellers
thereof as set forth in the Registration Statement;

         (c) The Company shall permit a single firm of counsel designated by the
Holders to review the Registration  Statement and all amendments and supplements
thereto a reasonable  period of time (but not less than three (3) business days)
prior to their filing with the SEC, and not file any document in a form to which
such counsel reasonably  objects.  If such counsel objects,  the Required Filing
Date  shall be  extended  by the  number of days from the date the  Registration
Statement  was  delivered  to such  counsel  to the date such  counsel no longer
objects;

         (d) Notify each Holder,  such Holders' legal counsel  identified to the
Company (the "Holders'  Counsel")),  and any managing  underwriters  immediately
(and,  in the case of (i)(A)  below,  not less than five (5) days  prior to such
filing) and (if requested by any such


                                       5
<PAGE>

Person)  confirm  such  notice in  writing no later  than one (1)  business  day
following  the day (i)(A) when a  Prospectus  or any  Prospectus  supplement  or
post-effective  amendment to the Registration Statement is proposed to be filed;
(B) whenever the SEC  notifies the Company  whether  there will be a "review" of
Registration  Statement;  (C) whenever the Company receives (or a representative
of the Company receives on its behalf) any oral or written comments from the SEC
relating to a Registration  Statement  (copies or, in the case of oral comments,
summaries  of such  comments  shall be promptly  furnished by the Company to the
Holders);   and  (D)  with  respect  to  the   Registration   Statement  or  any
post-effective  amendment,  when  the  same has  become  effective;  (ii) of any
request by the SEC or any other  Federal  or state  governmental  authority  for
amendments or  supplements  to the  Registration  Statement or Prospectus or for
additional  information;  (iii) of the  issuance  by the SEC of any  stop  order
suspending the effectiveness of the Registration  Statement  covering any or all
of the  Registrable  Securities or the  initiation of any  Proceedings  for that
purpose;  (iv) if at any time any of the  representations  or  warranties of the
Company  contained  in any  agreement  (including  any  underwriting  agreement)
contemplated hereby ceases to be true and correct in all material respects;  (v)
of the receipt by the Company of any notification with respect to the suspension
of the  qualification or exemption from  qualification of any of the Registrable
Securities for sale in any jurisdiction, or the initiation or threatening of any
Proceeding for such purpose; and (vi) of the occurrence of any event that to the
best  knowledge  of the Company  makes any  statement  made in the  Registration
Statement  or  Prospectus  or  any  document   incorporated   or  deemed  to  be
incorporated  therein  by  reference  untrue  in any  material  respect  or that
requires  any  revisions  to the  Registration  Statement,  Prospectus  or other
documents so that, in the case of the Registration  Statement or the Prospectus,
as the case may be, it will not contain any untrue  statement of a material fact
or omit to state any material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they were
made, not  misleading.  In addition,  the Company shall furnish the Holders with
copies of all intended written responses to the comments  contemplated in clause
(C) of this  Section  3(d) not later than one (1) business day in advance of the
filing  of such  responses  with  the SEC so that  the  Holders  shall  have the
opportunity to comment thereon;

              (e) Furnish to each Holder and such Holder's  Counsel (i) promptly
after the same is  prepared  and  publicly  distributed,  filed with the SEC, or
received  by the  Company,  one (1)  copy of the  Registration  Statement,  each
preliminary prospectus and prospectus, and each amendment or supplement thereto,
and  (ii)  such  number  of  copies  of a  prospectus,  and all  amendments  and
supplements  thereto and such other  documents,  as such  Holder may  reasonably
request in order to facilitate  the  disposition of the  Registrable  Securities
owned by such Holder;

              (f) As promptly  as  practicable  after  becoming  aware  thereof,
notify  each  Holder of the  happening  of any event of which  the  Company  has
knowledge,  as a result of which the  prospectus  included  in the  Registration
Statement, as then in effect, includes an untrue statement of a material fact or
omits to state a material  fact  required to be stated  therein or  necessary to
make the statements therein, in light of the circumstances under which they were
made, not misleading,  and use its best efforts promptly to prepare a supplement
or amendment to the Registration  Statement or other appropriate filing with the
SEC to correct such untrue statement

                                       6
<PAGE>

or omission,  and deliver a number of copies of such  supplement or amendment to
each Holder as such Holder may reasonably request;

              (g) As promptly  as  practicable  after  becoming  aware  thereof,
notify each Holder who holds Registrable Securities being sold (or, in the event
of an underwritten  offering,  the managing underwriters) of the issuance by the
SEC of a Notice of  Effectiveness  or any  notice of  effectiveness  or any stop
order or other suspension of the effectiveness of the Registration  Statement at
the earliest possible time;

              (h) Notwithstanding the foregoing,  if at any time or from time to
time after the date of effectiveness of the Registration Statement,  the Company
notifies the Holders in writing of the existence of a Potential  Material Event,
the Holders shall not offer or sell any Registrable Securities, or engage in any
other transaction involving or relating to the Registrable Securities,  from the
time of the giving of notice with  respect to a Potential  Material  Event until
such  Holder  receives  written  notice  from the  Company  that such  Potential
Material Event either has been disclosed to the public or no longer  constitutes
a  Potential  Material  Event;  PROVIDED,  HOWEVER,  that the Company may not so
suspend the right to such holders of  Registrable  Securities  for more than two
twenty (20)  business day periods in the  aggregate  during any 12-month  period
("Suspension  Period")  with at least a ten (10)  business day interval  between
such periods, during the periods the Registration Statement is required to be in
effect;

              (i)  Use  its  reasonable  efforts  to  secure  and  maintain  the
designation  of all  the  Registrable  Securities  covered  by the  Registration
Statement  on the  NASDAQ/National  Market  System  or the "OTC  Bulletin  Board
Market" of the National  Association of Securities Dealers Automated  Quotations
System  ("NASDAQ")  within  the  meaning  of Rule  11Aa2-1  of the SEC under the
Securities  Exchange  Act of 1934,  as amended  (the  "Exchange  Act"),  and the
quotation of the  Registrable  Securities on The NASDAQ  National Market System;
and  further use its best  efforts to arrange for at least two market  makers to
register with the National  Association of Securities Dealers,  Inc. ("NASD") as
such with respect to such Registrable Securities;

              (j) Provide a transfer agent and registrar,  which may be a single
entity,  for the Registrable  Securities not later than three (3) days after the
effective date of the Registration Statement;

              (k)  Cooperate   with  the  Holders  to   facilitate   the  timely
preparation  and delivery of certificates  for the Registrable  Securities to be
offered pursuant to the Registration  Statement and enable such certificates for
the Registrable  Securities to be in such  denominations  or amounts as the case
may be, as the Holders may reasonably  request,  and,  within three (3) business
days after a Registration  Statement  which includes  Registrable  Securities is
ordered  effective by the SEC, the Company shall deliver,  and shall cause legal
counsel  selected  by the  Company to  deliver,  to the  transfer  agent for the
Registrable  Securities (with copies to the Holders whose Registrable Securities
are included in such  Registration  Statement) an  appropriate  instruction  and
opinion of such counsel; and


                                       7
<PAGE>

              (l) Take all other  reasonable  actions  necessary to expedite and
facilitate  disposition by the Holders of the Registrable Securities pursuant to
the Registration Statement.

     SECTION 4. OBLIGATIONS OF THE HOLDERS.  In connection with the registration
of the Registrable Securities, the Holders shall have the following obligations:

         (a) It shall be a condition precedent to the obligations of the Company
to complete  the  registration  pursuant to this  Agreement  with respect to the
Registrable  Securities of a particular Holder that such Holder shall furnish to
the Company such information  regarding itself, the Registrable  Securities held
by it, and the intended method of disposition of the Registrable Securities held
by it, as shall be  reasonably  required  to  effect  the  registration  of such
Registrable  Securities and shall execute such documents in connection with such
registration as the Company may reasonably request. At least ten (10) days prior
to the first anticipated filing date of the Registration Statement,  the Company
shall notify each Holder of the information the Company  requires from each such
Holder (the "Requested  Information")  if such Holder elects to have any of such
Holder's Registrable  Securities included in the Registration  Statement.  If at
least  two (2)  business  days  prior to the  filing  date the  Company  has not
received the Requested  Information from a Holder (a  "Non-Responsive  Holder"),
then  the  Company  may  file  the  Registration   Statement  without  including
Registrable Securities of such Non-Responsive Holder;

         (b)  Each  Holder,  by  such  Holder's  acceptance  of the  Registrable
Securities,  agrees to cooperate with the Company as reasonably requested by the
Company  in  connection  with the  preparation  and  filing of the  Registration
Statement  hereunder,  unless such Holder has notified the Company in writing of
such Holder's  election to exclude all of such Holder's  Registrable  Securities
from the Registration Statement.

         (c) Each  Holder  agrees  that,  upon  receipt of any  notice  from the
Company of the  happening of any event of the kind  described in Section 3(e) or
3(f), above, such Holder will immediately discontinue disposition of Registrable
Securities  pursuant to the  Registration  Statement  covering such  Registrable
Securities  until such  Holder's  receipt of the copies of the  supplemented  or
amended  prospectus  contemplated by Section 3(e) or 3(f) and, if so directed by
the  Company,  such Holder  shall  deliver to the Company (at the expense of the
Company) or destroy (and deliver to the Company a  certificate  of  destruction)
all  copies  in  such  Holder's  possession,  of the  prospectus  covering  such
Registrable Securities current at the time of receipt of such notice.

         (d) Each Holder of  Registrable  Shares that sells  Registrable  Shares
pursuant to a registration  under this Agreement  agrees that in connection with
registration as follows:

              (a) Such seller  shall  cooperate as  reasonably  requested by the
Company with the Company in connection with the preparation of the  registration
statement,  and  for so long as the  Company  is  obligated  to  file  and  keep
effective the registration statement,  shall provide to the Company, in writing,
for use in the  registration  statement,  all such  information  regarding  such
seller and its plan of  distribution  of the  Registrable  Securities  as may be
reasonably necessary to enable the Company to prepare the registration statement
and prospectus


                                       8
<PAGE>

covering the  Registrable  Shares,  to maintain  the currency and  effectiveness
thereof and  otherwise  to comply  with all  applicable  requirements  of law in
connection therewith; and

              (b)  During  such  time  as  such  seller  may  be  engaged  in  a
distribution of the Registrable Securities,  such seller shall comply with Rules
10b-6 and 10b-7  promulgated  under the  Securities  Exchange  Act and  pursuant
thereto it shall,  amount  other  things;  (x) not  engage in any  stabilization
activity in connection  with the securities of the Company in  contravention  of
such rules;  (y) distribute the Registrable  Securities  under the  registration
statement solely in the manner described in the registration statement;  and (z)
cease distribution of such Registrable  Securities pursuant to such registration
statement  upon receipt of written  notice from the Company that the  prospectus
covering the Registrable  Securities contains any untrue statement of a material
fact or omits a material fact required to be stated therein or necessary to make
the statements therein not misleading.

     SECTION 5. EXPENSES OF REGISTRATION.

         (a) All  reasonable  expenses  (other than  underwriting  discounts and
commissions of the Holders) incurred in connection with  registrations,  filings
or qualifications pursuant to Section 3, but including,  without limitation, all
registration,  listing,  and qualifications  fees, printers and accounting fees,
the fees and  disbursements  of counsel  for the  Company and a fee for a single
counsel for the Holders (as a group and not  individually) not exceeding $80,000
for the Registration Statement covering the Registrable Securities applicable to
the Warrants issued on the Closing Date shall be borne by the Company.

         (b) Neither the Company nor any of its subsidiaries has, as of the date
hereof, nor shall the Company nor any of its subsidiaries,  on or after the date
of this  Agreement,  entered into any agreement  with respect to its  securities
that is inconsistent with the rights granted to the Holders in this Agreement or
otherwise  conflicts  with the  provisions  hereof.  Except as  disclosed in the
Securities Purchase Agreement or the other documents entered into simultaneously
therewith,  neither  the  Company  nor any of its  subsidiaries  has  previously
entered into any agreement granting any registration  rights with respect to any
of  its  securities  to any  Person.  Without  limiting  the  generality  of the
foregoing,  without the written consent of the Holders holding a majority of the
Registrable  Securities,  the Company shall not grant to any person the right to
request  the  Company  to  register  any  securities  of the  Company  under the
Securities  Act unless the rights so granted are subject in all  respects to the
prior rights in full of the Holders set forth  herein,  and are not otherwise in
conflict or  inconsistent  with the  provisions of this  Agreement and the other
Transaction Agreements.

     SECTION 6.  INDEMNIFICATION.  In the event any  Registrable  Securities are
included in a Registration Statement under this Agreement:

         (a) To the extent permitted by law, the Company will indemnify and hold
harmless  each  Holder who holds such  Registrable  Securities,  the  directors,
managers and  members,  if any, of such Holder,  the  officers,  if any, of such
Holder,  and each person,  if any, who controls any Holder within the meaning of
the  Securities  Act or the  Exchange  Act  (each,  an


                                       9
<PAGE>

"Indemnified  Person" or  "Indemnified  Party"),  against  any  losses,  claims,
damages,  liabilities  or expenses  (joint or several)  incurred  (collectively,
"Claims") to which any of them may become subject under the Securities  Act, the
Exchange Act or  otherwise,  insofar as such Claims (or actions or  proceedings,
whether  commenced or threatened,  in respect thereof) arise out of or are based
upon  any  of  the  following   statements,   omissions  or  violations  in  the
Registration  Statement,  or  any  post-effective   amendment  thereof,  or  any
prospectus  included  therein:  (i)  any  untrue  statement  or  alleged  untrue
statement  of a material  fact  contained in the  Registration  Statement or any
post-effective  amendment  thereof or the omission or alleged  omission to state
therein a material fact  required to be stated  therein or necessary to make the
statements  therein not misleading,  (ii) any untrue statement or alleged untrue
statement of a material fact  contained in the final  prospectus  (as amended or
supplemented,  if the Company files any amendment thereof or supplement  thereto
with the SEC) or the omission or alleged  omission to state therein any material
fact  necessary  to  make  the  statements   made  therein,   in  light  of  the
circumstances  under which the  statements  therein were made, not misleading or
(iii) any violation or alleged  violation by the Company of the Securities  Act,
the Exchange Act, any state  securities law or any rule or regulation  under the
Securities Act, the Exchange Act or any state securities law (the matters in the
foregoing clauses (i) through (iii) being, collectively,  "Violations"). Subject
to clause (b) of this  Section  6, the  Company  shall  reimburse  the  Holders,
promptly as such  expenses are  incurred and are due and payable,  for any legal
fees  or  other  reasonable   expenses  incurred  by  them  in  connection  with
investigating  or  defending  any such  Claim.  Notwithstanding  anything to the
contrary  contained  herein,  the  indemnification  agreement  contained in this
Section  6(a)  shall not (I)  apply to a Claim  arising  out of or based  upon a
Violation  which  occurs in reliance  upon and in  conformity  with  information
furnished  in writing to the Company by or on behalf of any  Indemnified  Person
expressly  for  use in  connection  with  the  preparation  of the  Registration
Statement  or  any  such  amendment  thereof  or  supplement  thereto,  if  such
prospectus  was timely made  available  by the Company  pursuant to Section 3(c)
hereof;  (II) be available to the extent such Claim is based on a failure of the
Holders to deliver or cause to be delivered the prospectus made available by the
Company;  (III)  apply  to  amounts  paid in  settlement  of any  Claim  if such
settlement is effected  without the prior written consent of the Company,  which
consent shall not be  unreasonably  withheld;  or (IV) apply to any violation or
alleged  violation by an Indemnified  Person of the Securities Act, the Exchange
Act, any state  securities  laws or any rule or regulation  under the Securities
Act, the Exchange Act, or any state  securities laws. Each Holder will indemnify
the  Company and its  officers,  directors  and agents  (each,  an  "Indemnified
Person" or "Indemnified  Party") against any claims arising out of or based upon
a Violation  which occurs in reliance  upon and in conformity  with  information
furnished in writing to the Company,  by or on behalf of such Holder,  expressly
for use in  connection  with  the  preparation  of the  Registration  Statement,
subject  to  such   limitations   and   conditions  as  are  applicable  to  the
Indemnification  provided by the Company to this Section 6. Such indemnity shall
remain in full force and effect  regardless of any  investigation  made by or on
behalf  of  the  Indemnified  Person  and  shall  survive  the  transfer  of the
Registrable Securities by the Holders pursuant to Section 9.

         (b) Promptly  after  receipt by an  Indemnified  Person or  Indemnified
Party  under  this  Section  6 of  notice  of the  commencement  of  any  action
(including any  governmental  action),


                                       10
<PAGE>

such  Indemnified  Person or  Indemnified  Party  shall,  if a Claim in  respect
thereof is to be made  against  any  indemnifying  party  under this  Section 6,
deliver to the indemnifying  party a written notice of the commencement  thereof
and the  indemnifying  party shall have the right to participate in, and, to the
extent the indemnifying  party so desires,  jointly with any other  indemnifying
party similarly  noticed,  to assume control of the defense thereof with counsel
mutually  satisfactory to the indemnifying  party and the Indemnified  Person or
the  Indemnified  Party,  as the case may be. In case any such action is brought
against  any  Indemnified  Person or  Indemnified  Party,  and it  notifies  the
indemnifying party of the commencement  thereof,  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,  assume the defense thereof,
subject to the provisions  herein stated and after notice from the  indemnifying
party to such  Indemnified  Person or  Indemnified  Party of its  election so to
assume the defense thereof,  the  indemnifying  party will not be liable to such
Indemnified  Person or  Indemnified  Party under this Section 6 for any legal or
other  reasonable   out-of-pocket   expenses   subsequently   incurred  by  such
Indemnified  Person or Indemnified  Party in connection with the defense thereof
other than reasonable  costs of  investigation,  unless the  indemnifying  party
shall not pursue the action to its final conclusion.  The Indemnified  Person or
Indemnified  Party shall have the right to employ  separate  counsel in any such
action and to  participate in the defense  thereof,  but the fees and reasonable
out-of-pocket  expenses  of such  counsel  shall  not be at the  expense  of the
indemnifying  party if the  indemnifying  party has  assumed  the defense of the
action  with  counsel  reasonably  satisfactory  to the  Indemnified  Person  or
Indemnified  Party.  The failure to deliver  written notice to the  indemnifying
party within a reasonable time of the  commencement of any such action shall not
relieve such  indemnifying  party of any liability to the Indemnified  Person or
Indemnified  Party  under  this  Section  6,  except  to  the  extent  that  the
indemnifying  party is  prejudiced  in its  ability to defend such  action.  The
indemnification required by this Section 6 shall be made by periodic payments of
the amount thereof during the course of the  investigation  or defense,  as such
expense, loss, damage or liability is incurred and is due and payable.


                                       11
<PAGE>

     SECTION  7.  CONTRIBUTION.   To  the  extent  any   indemnification  by  an
indemnifying  party is  prohibited  or limited by law,  the  indemnifying  party
agrees to make the maximum contribution with respect to any amounts for which it
would  otherwise be liable under  Section 6 to the fullest  extent  permitted by
law;  provided,   however,   that  (a)  no  contribution  shall  be  made  under
circumstances  where the maker  would not have been  liable for  indemnification
under the fault  standards set forth in Section 6; (b) no seller of  Registrable
Securities guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to  contribution  from any seller
of   Registrable   Securities   who  was   not   guilty   of   such   fraudulent
misrepresentation;  and (c) contribution by any seller of Registrable Securities
shall be limited in amount to the net amount of proceeds received by such seller
from the sale of such Registrable Securities.

     SECTION 8. REPORTS UNDER  EXCHANGE ACT. With a view to making  available to
the Holders the benefits of Rule 144 promulgated under the Securities Act or any
other  similar  rule or  regulation  of the SEC that may at any time  permit the
Holders to sell  securities  of the Company to the public  without  registration
("Rule 144"), the Company agrees to:

         (a) make and keep  public  information  available,  as those  terms are
understood and defined in Rule 144;

         (b)  file  with  the SEC in a  timely  manner  all  reports  and  other
documents required of the Company under the Securities Act and the Exchange Act;

         (c)  furnish to each  Holder so long as such  Holder  owns  Registrable
Securities,  promptly upon request,  (i) a written statement by the Company that
it has complied with the reporting  requirements of Rule 144, the Securities Act
and the Exchange Act, (ii) a copy of the most recent annual or quarterly  report
of the Company and such other  reports and documents so filed by the Company and
(iii)  such  other  information  as may be  reasonably  requested  to permit the
Holders to sell such securities pursuant to Rule 144 without registration; and

         (d) cause its counsel to deliver to its transfer agent such opinions of
law as shall be required to remove restrictive legends on the shares to be sold.

     SECTION 9. ASSIGNMENT OF THE  REGISTRATION  RIGHTS.  The rights to have the
Company  register  Registrable  Securities  pursuant to this Agreement  shall be
automatically  assigned  by the  Holders to any  transferee  of the  Registrable
Securities (or all or any portion of any unconverted  Preferred  Stock) only if:
(a) the Holder agrees in writing with the  transferee or assignee to assign such
rights,  and a copy of such  agreement  is  furnished  to the  Company  within a
reasonable time after such  assignment,  (b) the Company is, within a reasonable
time after such transfer or assignment, furnished with written notice of (i) the
name and address of such  transferee  or assignee and (ii) the  securities  with
respect to which such registration rights are being transferred or assigned, (c)
immediately  following  such transfer or assignment  the further  disposition of
such securities by the transferee or assignee is restricted under the Securities
Act and  applicable  state  securities  laws,  and (d) at or before the time the
Company received the written notice  contemplated by clause (b) of this sentence
the transferee or assignee agrees in


                                       12
<PAGE>

writing with the Company to be bound by all of the provisions  contained herein.
In the  event of any  delay  in  filing  or  effectiveness  of the  Registration
Statement as a result of such  assignment,  the Company  shall not be liable for
any damages  arising from such delay,  or the payments set forth in Section 2(c)
hereof arising from such delay.

     SECTION  10.  AMENDMENT  OF  REGISTRATION  RIGHTS.  Any  provision  of this
Agreement  may be  amended  and the  observance  thereof  may be waived  (either
generally   or  in  a   particular   instance   and  either   retroactively   or
prospectively),  only with the  written  consent of the  Company and Holders who
hold a fifty (50%) percent interest of the Registrable Securities. Any amendment
or waiver effected in accordance with this Section 10 shall be binding upon each
Holder and the Company.

     SECTION 11. MISCELLANEOUS.

         (a) A  person  or  entity  is  deemed  to be a  holder  of  Registrable
Securities  whenever  such  person or entity  owns of  record  such  Registrable
Securities.  If  the  Company  receives  conflicting  instructions,  notices  or
elections  from  two or more  persons  or  entities  with  respect  to the  same
Registrable  Securities,  the Company shall act upon the basis of  instructions,
notice  or  election  received  from the  registered  owner of such  Registrable
Securities.

         (b) Notices  required or permitted to be given hereunder shall be given
in  the  manner  contemplated  by  the  Securities  Purchase  Agreement,  at the
following  addresses  or at such other  address as each such party  furnishes by
notice given in accordance with this Section 11(b):


COMPANY: UniverCell Holdings, Inc.
         1 Randall Avenue
         Baltimore, MD 21208
         ATTN:  Sean Fulda
         Telecopier No.:  (800) 892-2355
         With a copy to:
         McGuireWoods LLP
         9 West 57th Street, Suite 1620
         New York, New York 10019
         Telecopier No.  (212) 548-2150


                                       13
<PAGE>

HOLDERS: Notice to all Holders in care of:

         Hornblower & Weeks, Inc.
         110 Wall St. 24th Floor
         New York, NY 10005
         Telecopier No.: (212) 968-1749

         (c)  Failure of any party to  exercise  any right or remedy  under this
Agreement or otherwise,  or delay by a party in exercising such right or remedy,
shall not operate as a waiver thereof.

         (d) This Agreement  shall be governed by and  interpreted in accordance
with the laws of the State of New York for  contracts to be wholly  performed in
such state and without  giving effect to the  principles  thereof  regarding the
conflict  of laws.  Each of the  parties  consents  to the  jurisdiction  of the
federal courts whose districts encompass any part of the City of New York or the
state  courts  of the  State  of New  York  sitting  in the  City of New York in
connection with any dispute  arising under this Agreement and hereby waives,  to
the maximum  extent  permitted by law, any  objection,  including  any objection
based on FORUM NON  COVENIENS,  to the bringing of any such  proceeding  in such
jurisdictions.  To the  extent  determined  by such  court,  the  Company  shall
reimburse the Holders for any reasonable legal fees and  disbursements  incurred
by the Holders in  enforcement  of or protection of any of its rights under this
Agreement.

         (e)  If  any   provision  of  this   Agreement   shall  be  invalid  or
unenforceable in any jurisdiction, such invalidity or unenforceability shall not
affect the validity or  enforceability of the remainder of this Agreement or the
validity or enforceability of this Agreement in any other jurisdiction.

         (f) Subject to the  requirements  of Section 9 hereof,  this  Agreement
shall inure to the benefit of and be binding upon the  successors and assigns of
each of the parties hereto.

         (g) All pronouns and any  variations  thereof  refer to the  masculine,
feminine or neuter, singular or plural, as the context may require.

         (h) The headings in this  Agreement  are for  convenience  of reference
only and shall not limit or otherwise affect the meaning thereof.

         (i) This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original but all of which shall  constitute one and the
same agreement.  This Agreement,  once executed by a party,  may be delivered to
the other party hereto by telephone  line  facsimile  transmission  of a copy of
this Agreement bearing the signature of the party so delivering this Agreement.


                                       14
<PAGE>

         (j) The Company acknowledges that any failure by the Company to perform
its  obligations  under  Section 3(a) hereof,  or any delay in such  performance
could result in loss to the Holders, and the Company agrees that, in addition to
any other liability the Company may have by reason of such failure or delay, the
Company  shall be liable for all direct  damages  caused by any such  failure or
delay,  unless the same is the result of force  majeure.  Neither party shall be
liable for consequential damages.

         (k) This Agreement  constitutes the entire  agreement among the parties
hereto with respect to the subject  matter  hereof.  There are no  restrictions,
promises, warranties or undertakings,  other than those set forth or referred to
herein. This Agreement  supersedes all prior agreements and understandings among
the parties hereto with respect to the subject matter hereof. This Agreement may
be amended only by an  instrument  in writing  signed by the party to be charged
with enforcement thereof.


                             [SIGNATURE PAGE FOLLOW]


                                       15
<PAGE>

     IN WITNESS  WHEREOF,  the parties  have caused  this  Agreement  to be duly
executed by their  respective  officers  thereunto duly authorized as of the day
and year first above written.


COMPANY:                             HOLDERS

UniverCell Holdings, Inc.            [COMPLETED AND EXECUTED BY THE HOLDERS
                                     INDICATED ON SCHEDULE A TO THIS AGREEMENT]



By:                                  By:
   ------------------------------      --------------------------------------
Name:  Sean Fulda                    Name:
Title:  Chief Executive Officer      Title:



                                       16
<PAGE>

                   SCHEDULE A TO REGISTRATION RIGHTS AGREEMENT

                               SCHEDULE OF HOLDERS


WARRANT HOLDER             NUMBER OF WARRANT SHARES            DATE OF ISSUANCE
--------------             ------------------------            ----------------
Jason Goldstein                     387,500                        3/27/02
Edward Sosa                         135,000
Hornblower and Weeks, Inc.          157,500

TOTAL:                              630,000



Jason Goldstein                     385,000                        4/30/02
Edward Sosa                          42,500
Hornblower and Weeks, Inc.          142,500

TOTAL:                              570,000



Jason Goldstein                      62,500                         5/7/02
Tony Cedor                           12,500
Hornblower and Weeks, Inc.           25,000

TOTAL:                              100,000







                                       17