WARRANT AGREEMENT

            AGREEMENT, dated as of the 10th day of February, 1997, by and among
INFOSAFE SYSTEMS, INC., a Delaware corporation (the "Company"), AMERICAN STOCK
TRANSFER & TRUST COMPANY, as Warrant Agent (the "Warrant Agent"), and D.H. BLAIR
INVESTMENT BANKING CORP., a New York corporation ("Blair").

                              W I T N E S S E T H :

            WHEREAS, in connection with a private placement (the "Private
Placement") of a minimum of twenty (20) and a maximum of one hundred (100) units
("Units"), each unit consisting of units identical to those sold by the Company
in its initial public offering ("IPO") in January 1995 ("IPO Units"), each IPO
Unit consisting of one (1) share of the Company's Class A Common Stock, $.01 par
value ("Class A Common Stock"), one (1) redeemable Class A Warrant ("Class A
Warrants") and one (1) redeemable Class B Warrant ("Class B Warrants") pursuant
to an agency agreement (the "Agency Agreement") dated as of February 10, 1997
between the Company and Blair and the issuance to Blair or its designees of Unit
Purchase Options to purchase additional Units (the "Private Placement Unit
Purchase Options"), the Company may issue up to such number of Class A Warrants
and Class B Warrants (collectively referred to as the "Warrants") as shall be
determined in accordance with the Confidential Term Sheet relating to the
Private Placement; and

            WHEREAS, the Company has granted Blair the option to sell an
additional twenty (20) Units in the Private Placement (the "Over-allotment
Option"); and

            WHEREAS, each Class A Warrant initially entitles the Registered
Holder thereof to purchase one (1) share of Class A Common Stock and one (1)
Class B Warrant, and accordingly, the Company may issue additional Class B
Warrants on exercise of the Class A Warrants; and

            WHEREAS, each Class B Warrant initially entitles the Registered
Holder thereof to purchase one (1) share of Class A Common Stock; and

            WHEREAS, the Company desires the Warrant Agent to act on behalf of
the Company, and the Warrant Agent is willing to so act, in connection with the
issuance, registration, transfer exchange and redemption of the Warrants, the
issuance of certificates representing the Warrants, the exercise of the
Warrants, and the rights of the holders thereof;

            NOW THEREFORE, in consideration of the premises and the mutual
agreements hereinafter set forth and for the purpose of defining the terms and
provisions of the Warrants and the certificates representing the Warrants and
the respective rights and obligations thereunder of the Company, the holders of
certificates representing the Warrants and the Warrant Agent, the parties hereto
agree as follows:



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            SECTION 1. Definitions. As used herein, the following terms shall
have the following meanings, unless the context shall otherwise require:

            (a) "Common Stock" shall mean stock of the Company of any class,
whether now or hereafter authorized, which has the right to participate in the
distribution of earnings and assets of the Company without limit as to amount or
percentage, which at the date hereof consists of 20,000,000 shares of Class A
Common' Stock, $.01 par value, 2,000,000 shares of Class B Common Stock, $.01
par value, 2,000,000 shares of Class E-1 Common Stock, $.01 par value and
2,000,000 shares of Class E-2 Common Stock, $.01 par value.

            (b) "Corporate Office" shall mean the office of the Warrant Agent
(or its successor) at which at any particular time its principal business shall
be administered, which office is located at the date hereof at 40 Wall Street,
New York, New York 10005.

            (c) "Exercise Date" shall mean, as to any Warrant, the date on which
the Warrant Agent shall have received both (a) the Warrant Certificate
representing such Warrant, with the exercise form thereon duly executed by the
Registered Holder thereof or his attorney duly authorized in writing, and (b)
payment in cash, or by official bank or certified check made payable to the
Company, of an amount in lawful money of the United States of America equal to
the applicable Purchase Price.

            (d) "Initial Warrant Exercise Date" shall mean as to each Class A
Warrant and Class B Warrant, January 18, 1995, or such earlier date as Blair may
designate.

            (e) "Purchase Price" shall mean the purchase price to be paid upon
exercise of each Class A Warrant or Class B Warrant in accordance with the terms
hereof, which price shall be $6.50 as to the Class A Warrants and $8.75 as to
the Class B Warrants, subject to adjustment from time to time pursuant to the
provisions of Section 9 hereof, and subject to the Company's right to reduce the
Purchase Price upon notice to all warrantholders.

            (f) "Redemption Price" shall mean the price at which the Company
may, at its option in accordance with the terms hereof, redeem the Class A
Warrants and/or Class B Warrants, which price shall be $0.05 per Warrant.

            (g) "Registered Holder" shall mean as to any Warrant and as of any
particular date, the person in whose name the certificate representing the
Warrant shall be registered on that date on the books maintained by the Warrant
Agent pursuant to Section 6.

            (h) "Transfer Agent" shall mean American Stock Transfer & Trust
Company, as the Company's transfer agent, or its authorized successor, as such.

            (i) "Warrant Expiration Date" shall mean 5:00 P.M. (New York time)
on February 18, 2002 or, with respect to Warrants which are outstanding as of
the applicable Redemption Date, the Redemption Date as defined in Section 8,
whichever is earlier; provided


                                       -2-

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that if such date shall in the State of New York be a holiday or a day on which
banks are authorized or required to close, then 5:00 P.M. (New York time) on the
next following day which in the State of New York is not a holiday or a day on
which banks are authorized or required to close. Upon notice to all
warrantholders the Company shall have the right to extend the warrant expiration
date.

            SECTION 2. Warrants and Issuance of Warrant Certificates.

            (a) A Class A Warrant initially shall entitle the Registered Holder
of the Warrant Certificate representing such Warrant to purchase one share of
Class A Common Stock and one Class B Warrant upon the exercise thereof, in
accordance with the terms hereof, subject to modification and adjustment as
provided in Section 9.

            (b) A Class B Warrant initially shall entitle the Registered Holder
of the Warrant Certificate representing such Warrant to purchase one share of
Class A Common Stock upon the exercise thereof, in accordance with the terms
hereof, subject to modification and adjustment as provided in Section 9.

            (c) The Class B Warrants will be detachable and separately
transferable immediately from the shares of Class A Common Stock issued upon
exercise of the Class A Warrants.

            (d) Upon execution of this Agreement, Warrant Certificates
representing the number of Class A Warrants sold pursuant to the Agency
Agreement shall be executed by the Company and delivered to the Warrant Agent.
Upon written order of the Company signed by its President or Chairman or a Vice
President and by its Secretary, an Assistant Secretary or its Treasurer, the
Warrant Certificates shall be countersigned, issued and delivered by the Warrant
Agent as part of the Units.

            (e) From time to time, up to the Warrant Expiration Date, the
Transfer Agent shall countersign and deliver stock certificates in required
whole number denominations representing up to the number of shares of Class A
Common Stock as shall be issuable on exercise of the Class A Warrants and the
Class B Warrants included in the Units issued pursuant to the Private Placement
and the Private Placement Unit Purchase Option and the Class B Warrants issuable
on exercise of the Class A Warrants, subject to adjustment as described herein,
upon the exercise of Warrants in accordance with this Agreement.

            (f) From time to time, up to the Warrant Expiration Date, the
Warrant Agent shall countersign and deliver Warrant Certificates in required
whole number denominations to the persons entitled thereto in connection with
any transfer or exchange permitted under this Agreement; provided that no
Warrant Certificates shall be issued except (i) those initially issued
hereunder, (ii) those issued on or after the Initial Warrant Exercise Date, upon
the exercise of fewer than all Warrants represented by any Warrant Certificate,
to evidence any unexercised Warrants held by the exercising Registered Holder,
(iii) those issued upon any transfer or


                                       -3-

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exchange pursuant to Section 6; (iv) those issued in replacement of lost,
stolen, destroyed or mutilated Warrant Certificates pursuant to Section 7; (v)
those issued pursuant to Blair's Private Placement Unit Purchase Options; (vi)
those issued pursuant to the Over-allotment Option; (vii) at the option of the
Company, in such form as may be approved by its Board of Directors, to reflect
any adjustment or change in the Purchase Price, the number of shares of Class A
Common Stock purchasable upon exercise of the Warrants or the Redemption Price
therefor made pursuant to Section 9 hereof; and (viii) those Class B Warrants
issued upon exercise of Class A Warrants.

            (g) Pursuant to the terms of the Private Placement Unit Purchase
Options, the Company shall issue to Blair a number of Units equal to 35% of the
number of Class A Warrants sold in the Private Placement. Notwithstanding
anything to the contrary contained herein, the Warrants underlying the Private
Placement Unit Purchase Options shall not be subject to redemption by the
Company except under the terms and conditions set forth in the Private Placement
Unit Purchase Options.

            SECTION 3. Form and Execution of Warrant Certificates.

            (a) The Warrant Certificates shall be substantially in the form
annexed hereto as Exhibit A as to the Class A Warrants and Exhibit B as to the
Class B Warrants (the provisions of which are hereby incorporated herein) and
may have such letters, numbers or other marks of identification or designation
and such legends, summaries or endorsements printed, lithographed or engraved
thereon as the Company may deem appropriate and as are not inconsistent with the
provisions of this Agreement, or as may be required to comply with any law or
with any rule or regulation made pursuant thereto or with any rule or regulation
of any stock exchange on which the Class A Warrants or Class B Warrants may be
listed, or to conform to usage or to the requirements of Section 2(b). The
Warrant Certificates shall be dated the date of issuance thereof (whether upon
initial issuance, transfer, exchange or in lieu of mutilated, lost, stolen, or
destroyed Warrant Certificates) and issued in registered form. Warrant
Certificates shall be numbered serially with the letter AW on Class A Warrants
of all denominations and the letters BW on Class B Warrants of all
denominations.

            (b) Warrant Certificates shall be executed on behalf of the Company
by its Chairman of the Board, President or any Vice President and by its
Secretary, an Assistant Secretary or its Treasurer, by manual signatures or by
facsimile signatures printed thereon, and shall have imprinted thereon a
facsimile of the Company's seal. Warrant Certificates shall be manually
countersigned by the Warrant Agent and shall not be valid for any purpose unless
so countersigned. In case any officer of the Company who shall have signed any
of the Warrant Certificates shall cease to be an officer of the Company or to
hold the particular office referenced in the Warrant Certificate before the date
of issuance of the Warrant Certificates or before countersignature by the
Warrant Agent and issue and delivery thereof, such Warrant Certificates may
nevertheless be countersigned by the Warrant Agent, issued and delivered with
the same force and effect as though the person who signed such Warrant
Certificates had not ceased to be an officer of the Company or to hold such
office. After countersignature by the Warrant Agent,


                                       -4-

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Warrant Certificates shall be delivered by the Warrant Agent to the Registered
Holder without further action by the Company, except as otherwise provided by
Section 4(a) hereof.

            SECTION 4. Exercise.

            (a) Each Warrant may be exercised by the Registered Holder thereof
at any time on or after the Initial Exercise Date, but not after the Warrant
Expiration Date, upon the terms and subject to the conditions set forth herein
and in the applicable Warrant Certificate. A Warrant shall be deemed to have
been exercised immediately prior to the close of business on the Exercise Date
and the person entitled to receive the securities deliverable upon such exercise
shall be treated for all purposes as the holder of those securities upon the
exercise of the Warrant as of the close of business on the Exercise Date. As
soon as practicable on or after the Exercise Date the Warrant Agent shall
deposit the proceeds received from the exercise of a Warrant and shall notify
the Company in writing of the exercise of the Warrants. Promptly following, and
in any event within five days after the date of such notice from the Warrant
Agent, the Warrant Agent, on behalf of the Company, shall cause to be issued and
delivered by the Transfer Agent, to the person or persons entitled to receive
the same, a certificate or certificates for the securities deliverable upon such
exercise, (plus a certificate for any remaining unexercised Warrants of the
Registered Holder) unless prior to the date of issuance of such certificates the
Company shall instruct the Warrant Agent to refrain from causing such issuance
of certificates pending clearance of checks received in payment of the Purchase
Price pursuant to such Warrants. Notwithstanding the foregoing, in the case of
payment made in the form of a check drawn on an account of Blair or such other
investment banks and brokerage houses as the Company shall approve in writing to
the Warrant Agent, certificates shall immediately be issued without prior notice
to the Company or any delay. Upon the exercise of any Warrant and clearance of
the funds received, the Warrant Agent shall promptly remit the payment received
for the Warrant (the "Warrant Proceeds") to the Company or as the Company may
direct in writing, subject to the provisions of Sections 4(b) and 4(c) hereof.

            (b) If, at the Exercise Date in respect of the exercise of any
Warrant, (i) the market price of the Company's Class A Common Stock is greater
than the then Purchase Price of the Warrant, (ii) the exercise of the Warrant
was solicited by a member of the National Association of Securities Dealers,
Inc. ("NASD") as designated in writing on the warrant Certificate Subscription
Form, (iii) the Warrant was not held in a discretionary account, (iv) disclosure
of compensation arrangements was made both at the time of the original offering
and at the time of exercise; and (v) the solicitation of the exercise of the
Warrant was not in violation of Regulation M which was recently adopted to
replace Rule 10b-6 and certain other rules promulgated under the Securities
Exchange Act of 1934, as amended, then the Warrant Agent, simultaneously with
the distribution of the Warrant Proceeds to the Company shall, on behalf of the
Company, pay from the Warrant Proceeds, a fee of 5% (the "Blair Fee") of the
Purchase Price to Blair (of which a portion may be reallowed to the dealer who
solicited the exercise, which may also be Blair or D.H. Blair & Co., Inc.). In
the event the Blair Fee is not received within five days of the date on which
the Company receives Warrant Proceeds, then the Blair Fee shall begin accruing
interest at an annual rate of prime plus four (4)`, payable by the


                                       -5-

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Company to Blair at the time Blair receives the Blair Fee. Within five days
after exercise the Warrant Agent shall send Blair a copy of the reverse side of
each Warrant exercised. Blair shall reimburse the Warrant Agent, upon request,
for its reasonable expenses relating to compliance with this section 4(b). In
addition, Blair and the Company may at any time during business hours, examine
the records of the Warrant Agent, including its ledger of original Warrant
Certificates returned to the Warrant Agent upon exercise of Warrants. The
provisions of this paragraph may not be modified, amended or deleted without the
prior written consent of Blair.

            (c) In order to enforce the provisions of Section 4(b) above, in the
event there is any dispute or question as to the amount or payment of the Blair
Fee, the Warrant Agent is hereby expressly authorized to withhold payment to the
Company of the Warrant Proceeds unless and until the Company establishes an
escrow account for the purpose of depositing the entire amount of the Blair Fee,
which amount will be deducted from the net Warrant Proceeds to be paid to the
Company. The funds placed in the escrow account may not be released to the
Company without a written agreement from Blair that the required Blair Fee has
been received by Blair.

            SECTION 5. Reservation of Shares: Listing: Payment of Taxes: etc.

            (a) The Company covenants that it will at all times reserve and keep
available out of its authorized Class A Common Stock, solely for the purpose of
issue upon exercise of Warrants, such number of shares of Class A Common Stock
as shall then be issuable upon the exercise of all outstanding Warrants. The
Company covenants that all shares of Class A Common Stock which shall be
issuable upon exercise of the Warrants shall, at the time of delivery, be duly
and validly issued, fully paid, nonassessable and free from all taxes, liens and
charges with respect to the issue thereof, (other than those which the Company
shall promptly pay or discharge) and that upon issuance such shares shall be
listed on each national securities exchange, including the Nasdaq National
Market, or eligible for inclusion on the Nasdaq SmallCap Market on which the
other shares of outstanding Class A Common Stock of the Company are then listed
or eligible for inclusion.

            (b) The Company covenants that if any securities to be reserved for
the purpose of exercise of Warrants hereunder require registration with, or
approval of, any governmental authority under any federal securities law before
such securities may be validly issued or delivered upon such exercise, then the
Company will in good faith and as expeditiously as reasonably possible, endeavor
to secure such registration or approval. The Company will use reasonable efforts
to obtain appropriate approvals or registrations under state "blue sky"
securities laws. With respect to any such securities, however, Warrants may not
be exercised by, or shares of Class A Common Stock issued to, any Registered
Holder in any state in which such exercise would be unlawful.

            (c) The Company shall pay all documentary, stamp or similar taxes
and other governmental charges that may be imposed with respect to the issuance
of Warrants, or the issuance or delivery of any shares of Class A Common Stock
or Class B Warrants upon exercise


                                       -6-

<PAGE>

of the Class A Warrants, or the issuance or delivery of any shares of Class A
Common Stock upon exercise of the Class B Warrants; provided, however, that if
the shares of Class A Common Stock or Class B Warrants, as the case may be, are
to be delivered in a name other than the name of the Registered Holder of the
Warrant Certificate representing any Warrant being exercised, then no such
delivery shall be made unless the person requesting the same has paid to the
Warrant Agent the amount of transfer taxes or charges incident thereto, if any.

            (d) The Warrant Agent is hereby irrevocably authorized to
requisition the Company's Transfer Agent from time to time for certificates
representing shares of Class A Common Stock issuable upon exercise of the
Warrants, and the Company will authorize the Transfer Agent to comply with all
such proper requisitions. The Company will file with the Warrant Agent a
statement setting forth the name and address of the Transfer Agent of the
Company for shares of Class A Common Stock issuable upon exercise of the
Warrants.

            SECTION 6. Exchange and Registration of Transfer.

            (a) Warrant Certificates may be exchanged for other Warrant
Certificates representing an equal aggregate number of Warrants of the same
class or may be transferred in whole or in part. Warrant Certificates to be
exchanged shall be surrendered to the Warrant Agent at its Corporate Office, and
upon satisfaction of the terms and provisions hereof, the Company shall execute
and the Warrant Agent shall countersign, issue and deliver in exchange therefor
the Warrant Certificate or Certificates which the Registered Holder making the
exchange shall be entitled to receive.

            (b) The Warrant Agent shall keep at its office books in which,
subject to such reasonable regulations as it may prescribe, it shall register
Warrant Certificates and the transfer thereof in accordance with its regular
practice. Upon due presentment for registration of transfer of any Warrant
Certificate at such office, the Company shall execute and the Warrant Agent
shall issue and deliver to the transferee or transferees a new Warrant
Certificate or Certificates representing an equal aggregate number of Warrants.

            (c) With respect to all Warrant Certificates presented for
registration or transfer, or for exchange or exercise, the subscription form on
the reverse thereof shall be duly endorsed, or be accompanied by a written
instrument or instruments of transfer and subscription, in form satisfactory to
the Company and the Warrant Agent, duly executed by the Registered Holder or his
or her attorney-in-fact duly authorized in writing.

            (d) A service charge may be imposed by the Warrant Agent for any
exchange or registration of transfer of Warrant Certificates. In addition, the
Company may require payment by such holder of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection therewith.

            (e) All Warrant Certificates surrendered for exercise or for
exchange in case of mutilated Warrant Certificates shall be promptly cancelled
by the Warrant Agent and


                                       -7-

<PAGE>

thereafter retained by the Warrant Agent until termination of this Agreement or
resignation as Warrant Agent, or, with the prior written consent of Blair,
disposed of or destroyed, at the direction of the Company.

            (f) Prior to due presentment for registration of transfer thereof,
the Company and the Warrant Agent may deem and treat the Registered Holder of
any Warrant Certificate as the absolute owner thereof and of each Warrant
represented thereby (notwithstanding any notations of ownership or writing
thereon made by anyone other than a duly authorized officer of the Company or
the Warrant Agent) for all purposes and shall not be affected by any notice to
the contrary. The Warrants, which are being offered in the Private Placement
Units with the Notes pursuant to the Agency Agreement, will be immediately
detachable from the Notes and transferable separately therefrom.

            SECTION 7. Loss or Mutilation. Upon receipt by the Company and the
Warrant Agent of evidence satisfactory to them of the ownership of and loss,
theft, destruction or mutilation of any Warrant Certificate and (in case of
loss, theft or destruction) of indemnity satisfactory to them, and (in the case
of mutilation) upon surrender and cancellation thereof, the Company shall
execute and the Warrant Agent shall (in the absence of notice to the Company
and/or Warrant Agent that the Warrant Certificate has been acquired by a bona
fide purchaser) countersign and deliver to the Registered Holder in lieu thereof
a new Warrant Certificate of like tenor representing an equal aggregate number
of Class A Warrants or Class B Warrants, as the case may be. Applicants for a
substitute Warrant Certificate shall comply with such other reasonable
regulations and pay such other reasonable charges as the Warrant Agent may
prescribe.

            SECTION 8. Redemption.

            (a) Subject to the provisions of paragraph 2(e) hereof, commencing
one year from the Final Closing Date of the Private Placement, on not less than
thirty (30) days notice to Registered Holders of the Warrants being redeemed at
any time the Warrants may be redeemed, at the option of the Company, at a
redemption price of $0.05 per Warrant, provided the Market Price of the Common
Stock receivable upon exercise of such Warrants shall exceed $9.10 with respect
to the Class A Warrants and $12.25 with respect to the Class B Warrants (the
"Target Prices"), subject to adjustment as set forth in Section 8(f), below.
Market Price for the purpose of this Section 8 shall mean (i) the average
closing bid price, for thirty (30) consecutive business days (or such other
period as Blair may consent to), ending within 15 days of the date of the notice
of redemption, which notice shall be mailed no later than five days thereafter,
of the Common Stock as reported by Nasdaq or (ii) the last reported sale price,
for thirty (30) consecutive business days (or such other period as Blair may
consent to), ending within 15 days of the date of the notice of redemption,
which notice shall be mailed no later than five days thereafter, on the primary
exchange on which the Common Stock is traded, if the Common Stock is traded on a
national securities exchange, including the Nasdaq National Market. All Warrants
of a class must be redeemed if any of that class are redeemed, provided that the
Warrants underlying the Private Placement Unit Purchase Options may be redeemed
only in compliance


                                       -8-

<PAGE>

with and subject to the terms and conditions of the Private Placement Unit
Purchase Options. The date fixed for redemption of the Warrants is referred to
herein as the "Redemption Date." The Class B Redemption Date may not be earlier
than thirty-one (31) days after the Class A Redemption Date.

            (b) If the conditions set forth in Section 8(a) are met, and the
Company desires to exercise its right to redeem the Warrants, it shall request
Blair to mail a notice of redemption to each of the Registered Holders of the
Warrants to be redeemed, first class, postage prepaid, not later than the
thirtieth day before the date fixed for redemption, at their last address as
shall appear on the records maintained pursuant to Section 6(b). Any notice
mailed in the manner provided herein shall be conclusively presumed to have been
duly given whether or not the Registered Holder receives such notice.

            (c) The notice of redemption shall specify (i) the redemption price,
(ii) the Redemption Date, (iii) the place where the Warrant Certificates shall
be delivered and the redemption price paid, (iv) that Blair will assist each
Registered Holder of a Warrant in connection with the exercise thereof and (v)
that the right to exercise the Warrant shall terminate at 5:00 P.M. (New York
time) on the business day immediately preceding the Redemption Date. No failure
to mail such notice nor any defect therein or in the mailing thereof shall
affect the validity of the proceedings for such redemption except as to a
Registered Holder (a) to whom notice was not mailed or (b) whose notice was
defective. An affidavit of the Warrant Agent or of the Secretary or an Assistant
Secretary of Blair or the Company that notice of redemption has been mailed
shall, in the absence of fraud, be prima facie evidence of the facts stated
therein.

            (d) Any right to exercise a Warrant shall terminate at 5:00 P.M.
(New York time) on the business day immediately preceding the Redemption Date.
On and after the Redemption Date, Holders of the Warrants shall have no further
rights except to receive, upon surrender of the Warrant, the Redemption Price.

            (e) From and after the Redemption Date, the Company shall, at the
place specified in the notice of redemption, upon presentation and surrender to
the Company by or on behalf of the Registered Holder thereof of one or more
Warrant Certificates evidencing Warrants to be redeemed, deliver or cause to be
delivered to or upon the written order of such Holder a sum in cash equal to the
redemption price of each such Warrant. From and after the Redemption Date and
upon the deposit or setting aside by the Company of a sum sufficient to redeem
all the Warrants called for redemption, such Warrants shall expire and become
void and all rights hereunder and under the Warrant Certificates, except the
right to receive payment of the redemption price, shall cease.

            (f) If the shares of the Company's Class A Common Stock are
subdivided or combined into a greater or smaller number of shares of Class A
Common Stock, the Target Price shall be proportionally adjusted by the ratio
which the total number of shares of Class A Common Stock outstanding immediately
prior to such event bears to the total number of shares of Class A Common Stock
to be outstanding immediately after such event.


                                       -9-

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            (g) So long as any Warrants are outstanding, the Company shall use
its best efforts to cause post-effective amendments to the Registration
Statement to become effective in compliance with the Act and without any lapse
of time between the effectiveness of any such post-effective amendments and
cause a copy of each Prospectus, as then amended, to be delivered to each holder
of record of a Warrant and to furnish to Blair and each dealer as many copies of
each such Prospectus as Blair or such dealer may reasonably request. The Company
shall not call for redemption any of the Warrants unless a registration
statement covering the securities underlying the Warrants has been declared
effective by the Commission and remains current at least until the date fixed
for redemption. In addition, for so long as any Warrant is outstanding, the
Company will promptly notify Blair of any material change in the business,
financial condition or prospects of the Company.

            SECTION 9. Adjustment of Exercise Price and Number of Shares of
                       Common Stock or Warrants.

            (a) Subject to the exceptions referred to in Section 9(g) below, in
the event the Company shall, at any time or from time to time after the date
hereof, sell any shares of Common Stock for a consideration per share less than
the Market Price of the Class A Common Stock (as defined in Section 8(a)) on the
date of the sale or issue any shares of Common Stock as a stock dividend to the
holders of Common Stock, or subdivide or combine the outstanding shares of
Common Stock into a greater or lesser number of shares (any such sale, issuance,
subdivision or combination being herein called a "Change of Shares"), then, and
thereafter upon each further Change of Shares, the Purchase Price in effect
immediately prior to such Change of Shares shall be changed to a price
(including any applicable fraction of a cent) determined by multiplying the
Purchase Price in effect immediately prior thereto by a fraction, the numerator
of which shall be the sum of the number of shares of Common Stock outstanding
immediately prior to the issuance of such additional shares and the number of
shares of Common Stock which the aggregate consideration received (determined as
provided in subsection 9(f)(F) below) for the issuance of such additional shares
would purchase at the Market Price and the denominator of which shall be the sum
of the number of shares of Common Stock outstanding immediately after the
issuance of such additional shares. Such adjustment shall be made successively
whenever such an issuance is made.

            Upon each adjustment of the Purchase Price pursuant to this Section
9, the total number of shares of Class A Common Stock and Class B Warrants
purchasable upon the exercise of each Class A Warrant or the total number of
shares of Class A Common Stock purchasable upon exercise of each Class B
Warrant, as applicable, shall (subject to the provisions contained in Section
9(b) hereof) be such number of shares (and Class B Warrants, if applicable)
(calculated to the nearest tenth) purchasable at the Purchase Price in effect
immediately prior to such adjustment multiplied by a fraction, the numerator of
which shall be the Purchase Price in effect immediately prior to such adjustment
and the denominator of which shall be the Purchase Price in effect immediately
after such adjustment.


                                      -10-

<PAGE>

            (b) The Company may elect, upon any adjustment of the Purchase Price
hereunder, to adjust the number of Class A Warrants or Class B Warrants
outstanding, in lieu of the adjustment in the number of shares of Common Stock
(and Class B Warrants, if applicable) purchasable upon the exercise of each
Warrant as hereinabove provided, so that each Class A Warrant outstanding after
such adjustment shall represent the right to purchase one share of Class A
Common Stock and one Class B Warrant, and each Class B Warrant outstanding after
such adjustment shall represent the right to purchase one share of Class A
Common Stock. Each Warrant held of record prior to such adjustment of the number
of Warrants shall become that number of Warrants (calculated to the nearest
tenth) determined by multiplying the number one by a fraction, the numerator of
which shall be the Purchase Price in effect immediately prior to such adjustment
and the denominator of which shall be the Purchase Price in effect immediately
after such adjustment. Upon each adjustment of the number of Warrants pursuant
to this Section 9, the Company shall, as promptly as practicable, cause to be
distributed to each Registered Holder of Warrant Certificates on the date of
such adjustment Warrant Certificates evidencing, subject to Section 11 hereof,
the number of additional Warrants to which such Holder shall be entitled as a
result of such adjustment or, at the option of the Company, cause to be
distributed to such Holder in substitution and replacement for the Warrant
Certificates held by him prior to the date of adjustment (and upon surrender
thereof, if required by the Company) new Warrant Certificates evidencing the
number of Warrants to which such Holder shall be entitled after such adjustment.

            (c) In case of any reclassification, capital reorganization or other
change of outstanding shares of Common Stock, or in case of any consolidation or
merger of the Company with or into another corporation (other than a
consolidation or merger in which the Company is the continuing corporation and
which does not result in any reclassification, capital reorganization or other
change of outstanding shares of Common Stock), or in case of any sale or
conveyance to another corporation of the property of the Company as, or
substantially as, an entirety (other than a sale/leaseback, mortgage or other
financing transaction), the Company shall cause effective provision to be made
so that each holder of a Warrant then outstanding shall have the right
thereafter, by exercising such Warrant, to purchase the kind and number of
shares of stock or other securities or property (including cash) receivable upon
such reclassification, capital reorganization or other change, consolidation,
merger, sale or conveyance by a holder of the number of shares of Common Stock
that might have been purchased upon exercise of such Warrant immediately prior
to such reclassification, capital reorganization or other change, consolidation,
merger, sale or conveyance. Any such provision shall include provision for
adjustments that shall be as nearly equivalent as may be practicable to the
adjustments provided for in this Section 9. The Company shall not effect any
such consolidation, merger or sale unless prior to or simultaneously with the
consummation thereof the successor (if other than the Company) resulting from
such consolidation or merger or the corporation purchasing assets or other
appropriate corporation or entity shall assume, by written instrument executed
and delivered to the Warrant Agent, the obligation to deliver to the holder of
each Warrant such shares of stock, securities or assets as, in accordance with
the foregoing provisions, such holders may be entitled to purchase and the other
obligations under this Agreement. The foregoing provisions shall similarly apply
to successive reclassifications, capital reorganizations and other


                                      -11-

<PAGE>

changes of outstanding shares of Common Stock and to successive consolidations,
mergers, sales or conveyances.

            (d) Irrespective of any adjustments or changes in the Purchase Price
or the number of shares of Class A Common Stock purchasable upon exercise of the
Warrants, the Warrant Certificates theretofore and thereafter issued shall,
unless the Company shall exercise its option to issue new Warrant Certificates
pursuant to Section 2(d) hereof, continue to express the Purchase Price per
share, the number of shares purchasable thereunder and the Redemption Price
therefor as the Purchase Price per share, and the number of shares purchasable
and the Redemption Price therefore were expressed in the Warrant Certificates
when the same were originally issued.

            (e) After each adjustment of the Purchase Price pursuant to this
Section 9, the Company will promptly prepare a certificate signed by the
Chairman or President, and by the Treasurer or an Assistant Treasurer or the
Secretary or an Assistant Secretary, of the Company setting forth: (i) the
Purchase Price as so adjusted, (ii) the number of shares of Class A Common Stock
purchasable upon exercise of each Warrant after such adjustment, and, if the
Company shall have elected to adjust the number of Warrants, the number of
Warrants to which the registered holder of each Warrant shall then be entitled,
and the adjustment in Redemption Price resulting therefrom, and (iii) a brief
statement of the facts accounting for such adjustment. The Company will promptly
file such certificate with the Warrant Agent and cause a brief summary thereof
to be sent by ordinary first class mail to Blair and to each registered holder
of Warrants at his last address as it shall appear on the registry books of the
Warrant Agent. No failure to mail such notice nor any defect therein or in the
mailing thereof shall affect the validity thereof except as to the holder to
whom the Company failed to mail such notice, or except as to the holder whose
notice was defective. The affidavit of an officer of the Warrant Agent or the
Secretary or an Assistant Secretary of the Company that such notice has been
mailed shall, in the absence of fraud, be prima facie evidence of the facts
stated therein.

            (f) For purposes of Section 9(a) and 9(b) hereof, the following
provisions (A) to (F) shall also be applicable:

                  (A) The number of shares of Common Stock outstanding at any
            given time shall include shares of Common Stock owned or held by or
            for the account of the Company and the sale or issuance of such
            treasury shares or the distribution of any such treasury shares
            shall not be considered a Change of Shares for purposes of said
            sections.

                  (B) No adjustment of the Purchase Price shall be made unless
            such adjustment would require an increase or decrease of at least
            $.10 in such price; provided that any adjustments which by reason of
            this clause (B) are not required to be made shall be carried forward
            and shall be made at the time of and together with the next
            subsequent adjustment which, together with any adjustment(s) so


                                      -12-

<PAGE>

            carried forward, shall require an increase or decrease of at least
            $.10 in the Purchase Price then in effect hereunder.

                  (C) In case of (1) the sale by the Company for cash (or as a
            component of a unit being sold for cash) of any rights or warrants
            to subscribe for or purchase, or any options for the purchase of,
            Common Stock or any securities convertible into or exchangeable for
            Common Stock without the payment of any further consideration other
            than cash, if any (such securities convertible, exercisable or
            exchangeable into Common Stock being herein called "Convertible
            Securities"), or (2) the issuance by the Company, without the
            receipt by the Company of any consideration therefor, of any rights
            or warrants to subscribe for or purchase, or any options for the
            purchase of, Common Stock or Convertible Securities, in each case,
            if (and only if) the consideration payable to the Company upon the
            exercise of such rights, warrants or options shall consist of cash,
            whether or not such rights, warrants or options, or the right to
            convert or exchange such Convertible Securities, are immediately
            exercisable, and the price per share for which Common Stock is
            issuable upon the exercise of such rights, warrants or options or
            upon the conversion or exchange of such Convertible Securities
            (determined by dividing (x) the minimum aggregate consideration
            payable to the Company upon the exercise of such rights, warrants or
            options, plus the consideration received by the Company for the
            issuance or sale of such rights, warrants or options, plus, in the
            case of such Convertible Securities, the minimum aggregate amount of
            additional consideration, if any, other than such Convertible
            Securities, payable upon the conversion or exchange thereof, by (y)
            the total maximum number of shares of Common Stock issuable upon the
            exercise of such rights, warrants or options or upon the conversion
            or exchange of such Convertible Securities issuable upon the
            exercise of such rights, warrants or options) is less than the
            Market Price of the Common Stock on the date of the issuance or sale
            of such rights, warrants or options, then the total maximum number
            of shares of Common Stock issuable upon the exercise of such rights,
            warrants or options or upon the conversion or exchange of such
            Convertible Securities (as of the date of the issuance or sale of
            such rights, warrants or options) shall be deemed to be outstanding
            shares of Common Stock for purposes of Sections 9(a) and 9(b) hereof
            and shall be deemed to have been sold for cash in an amount equal to
            such price per share.

                  (D) In case of the sale by the Company for cash of any
            Convertible Securities, whether or not the right of conversion or
            exchange thereunder is immediately exercisable, and the price per
            share for which Common Stock is issuable upon the conversion or
            exchange of such Convertible Securities (determined by dividing (x)
            the total amount of consideration received by the Company for the
            sale of such Convertible Securities, plus the minimum aggregate
            amount of additional consideration, if any, other than such
            Convertible Securities, payable upon the conversion or exchange
            thereof, by (y) the total maximum


                                      -13-

<PAGE>

            number of shares of Common Stock issuable upon the conversion or
            exchange of such Convertible Securities) is less than the Market
            Price of the Common Stock on the date of the sale of such
            Convertible Securities, then the total maximum number of shares of
            Common Stock issuable upon the conversion or exchange of such
            Convertible Securities (as of the date of the sale of such
            Convertible Securities) shall be deemed to be outstanding shares of
            Common Stock for purposes of Sections 9(a) and 9(b) hereof and shall
            be deemed to have been sold for cash in an amount equal to such
            price per share.

                  (E) In case the Company shall modify the rights of conversion,
            exchange or exercise of any of the securities referred to in (C)
            above or any other securities of the Company convertible,
            exchangeable or exercisable for shares of Common Stock, for any
            reason other than an event that would require adjustment to prevent
            dilution, so that the consideration per share received by the
            Company after such modification is less than the Market Price on the
            date prior to such modification, the Purchase Price to be in effect
            after such modification shall be determined by multiplying the
            Purchase Price in effect immediately prior to such event by a
            fraction, of which the numerator shall be the number of shares of
            Common Stock outstanding multiplied by the Market Price on the date
            prior to the modification plus the number of shares of Common Stock
            which the aggregate consideration receivable by the Company for the
            securities affected by the modification would purchase at the Market
            Price and of which the denominator shall be the number of shares of
            Common Stock outstanding on such date plus the number of shares of
            Common Stock to be issued upon conversion, exchange or exercise of
            the modified securities at the modified rate. Such adjustment shall
            become effective as of the date upon which such modification shall
            take effect. On the expiration of any such right, warrant or option
            or the termination of any such right to convert or exchange any such
            Convertible Securities referred to in Paragraph (C) or (D) above,
            the Purchase Price then in effect hereunder shall forthwith be
            readjusted to such Purchase Price as would have obtained (a) had the
            adjustments made upon the issuance or sale of such rights, warrants,
            options or Convertible Securities been made upon the basis of the
            issuance of only the number of shares of Common Stock theretofore
            actually delivered (and the total consideration received therefor)
            upon the exercise of such rights, warrants or options or upon the
            conversion or exchange of such Convertible Securities and (b) had
            adjustments been made on the basis of the Purchase Price as adjusted
            under clause (a) for all transactions (which would have affected
            such adjusted Purchase Price) made after the issuance or sale of
            such rights, warrants, options or Convertible Securities.

                  (F) In case of the sale for cash of any shares of Common
            Stock, any Convertible Securities, any rights or warrants to
            subscribe for or purchase, or any options for the purchase of,
            Common Stock or Convertible Securities, the consideration received
            by the Company therefor shall be deemed to be the gross


                                      -14-

<PAGE>

            sales price therefor without deducting therefrom any expense paid or
            incurred by the Company or any underwriting discounts or commissions
            or concessions paid or allowed by the Company in connection
            therewith.

            (g) No adjustment to the Purchase Price of the Warrants or to the
number of shares of Class A Common Stock purchasable upon the exercise of each
Warrant will be made, however,

                (i) upon the exercise of any of the options presently
            outstanding under the Company's 1992 Stock Option Plan and the 1994
            Stock Option Plan (collectively, the "Plans") for officers,
            directors and certain other key personnel of the Company; or

               (ii) upon-the issuance or exercise of any other securities which
            may hereafter be granted or exercised under the Plans or under any
            other employee benefit plan of the Company; or

              (iii) upon the sale or exercise of the Warrants or any currently
            outstanding warrants, including, but not limited to, those issued in
            connection with the IPO and upon the sale or exercise of the Unit
            Purchase Options issued in connection with the IPO or securities
            issuable thereunder; or

               (iv) upon the sale of any shares of Common Stock or Convertible
            Securities in a firm commitment underwritten public offering,
            including, without limitation, shares sold upon the exercise of any
            over-allotment option granted to the underwriters in connection with
            such offering; or

                (v) upon the issuance or sale of Common Stock or Convertible
            Securities upon the exercise of any rights or warrants to subscribe
            for or purchase, or any options for the purchase of, Common Stock or
            Convertible Securities, whether or not such rights, warrants or
            options were outstanding on the date of the original sale of the
            Warrants or were thereafter issued or sold; or

               (vi) upon the issuance or sale of Common Stock upon conversion or
            exchange of any Convertible Securities, whether or not any
            adjustment in the Purchase Price was made or required to be made
            upon the issuance or sale of such Convertible Securities and whether
            or not such Convertible Securities were outstanding on the date of
            the original sale of the Warrants or were thereafter issued or sold.

            (h) As used in this Section 9, the term "Common Stock" shall mean
and include the Company's Common Stock authorized on the date of the original
issue of the Units and shall also include any capital stock of any class of the
Company thereafter authorized which shall not be limited to a fixed sum or
percentage in respect of the rights of the holders thereof to


                                      -15-

<PAGE>

participate in dividends and in the distribution of assets upon the voluntary
liquidation, dissolution or winding up of the Company; provided, however, that
the shares issuable upon exercise of the Warrants shall include only shares of
such class designated in the Company's Certificate of Incorporation as Common
Stock on the date of the original issue of the Units or (i), in the case of any
reclassification, change, consolidation, merger, sale or conveyance of the
character referred to in Section 9(c) hereof, the stock, securities or property
provided for in such section or (ii), in the case of any reclassification or
change in the outstanding shares of Common Stock issuable upon exercise of the
Warrants as a result of a subdivision or combination or consisting of a change
in par value, or from par value to no par value, or from no par value to par
value, such shares of Common Stock as so reclassified or changed.

            (i) Any determination as to whether an adjustment in the Purchase
Price in effect hereunder is required pursuant to Section 9, or as to the amount
of any such adjustment, if required, shall be binding upon the holders of the
Warrants and the Company if made in good faith by the Board of Directors of the
Company.

            (j) If and whenever the Company shall grant to the holders of Common
Stock, as such, rights or warrants to subscribe for or to purchase, or any
options for the purchase of, Common Stock or securities convertible into or
exchangeable for or carrying a right, warrant or option to purchase Common
Stock, the Company shall concurrently therewith grant to each Registered Holder
as of the record date for such transaction of the Warrants then outstanding, the
rights, warrants or options to which each Registered Holder would have been
entitled if, on the record date used to determine the stockholders entitled to
the rights, warrants or options being granted by the Company, the Registered
Holder were the holder of record of the number of whole shares of Common Stock
then issuable upon exercise (assuming, for purposes of this section 9(j), that
exercise of Warrants is permissible during periods prior to the Initial Warrant
Exercise Date) of his Warrants. Such grant by the Company to the holders of the
Warrants shall be in lieu of any adjustment which otherwise might be called for
pursuant to this Section 9.

            SECTION 10. Registration Under The Securities Act of 1933. The
Company agrees to register for resale the Warrants and the shares of Class A
Common Stock issued or issuable upon exercise of the Warrants under the
Securities Act of 1933, as amended (the "Act") no later than June 18, 1997 as
more fully set forth in Section IV of the Subscription Agreement between the
Company and each of the investors in the Private Placement, subject to certain
contractual restrictions applicable to the Holder.

            SECTION 11. Fractional Warrants and Fractional Shares.

            (a) If the number of shares of Class A Common Stock purchasable upon
the exercise of each Warrant is adjusted pursuant to Section 9 hereof, the
Company nevertheless shall not be required to issue fractions of shares, upon
exercise of the Warrants or otherwise, or to distribute certificates that
evidence fractional shares. With respect to any fraction of a share called for
upon any exercise hereof, the Company shall pay to the Holder an amount in cash


                                      -16-

<PAGE>

equal to such fraction multiplied by the current market value of such fractional
share, determined as follows:

                  (1) If the Class A Common Stock is listed on a National
            Securities Exchange or admitted to unlisted trading privileges on
            such exchange or listed for trading on the Nasdaq National Market,
            the current market value shall be the last reported sale price of
            the Common Stock on such exchange or market on the last business day
            prior to the date of exercise of this Warrant or if no such sale is
            made on such day, the average of the closing bid and asked prices
            for such day on such exchange or market; or

                  (2) If the Class A Common Stock is not listed or admitted to
            unlisted trading privileges, the current market value shall be the
            mean of the last reported bid and asked prices reported by the
            Nasdaq Small Cap Market or, if not traded thereon, by the National
            Quotation Bureau, Inc. on the last business day prior to the date of
            the exercise of this Warrant; or

                  (3) If the Class A Common Stock is not so listed or admitted
            to unlisted trading privileges and bid and asked prices are not so
            reported, the current market value shall be an amount determined in
            such reasonable manner as may be prescribed by the Board of
            Directors of the Company.

            SECTION 12. Warrant Holders Not Deemed Stockholders. No holder of
Warrants shall, as such, be entitled to vote or to receive dividends or be
deemed the holder of Class A Common Stock that may at any time be issuable upon
exercise of such Warrants for any purpose whatsoever, nor shall anything
contained herein be construed to confer upon the holder of Warrants, as such,
any of the rights of a stockholder of the Company or any right to vote for the
election of directors or upon any matter submitted to stockholders at any
meeting thereof, or to give or withhold consent to any corporate action (whether
upon any recapitalization, issue or reclassification of stock, change of par
value or change of stock to no par value, consolidation, merger or conveyance or
otherwise), or to receive notice of meetings, or to receive dividends or
subscription rights, until such Holder shall have exercised such Warrants and
been issued shares of Class A Common Stock in accordance with the provisions
hereof.

            SECTION 13. Rights of Action. All rights of action with respect to
this Agreement are vested in the respective Registered Holders of the Warrants,
and any Registered Holder of a Warrant, without consent of the Warrant Agent or
of the holder of any other Warrant, may, in his own behalf and for his own
benefit, enforce against the Company his right to exercise his Warrants for the
purchase of shares of Class A Common Stock in the manner provided in the Warrant
Certificate and this Agreement.

            SECTION 14. Agreement of Warrant Holders. Every holder of a Warrant,
by his acceptance thereof, consents and agrees with the Company, the Warrant
Agent and every other holder of a Warrant that:


                                      -17-

<PAGE>

            (a) The Warrants are transferable only on the registry books of the
Warrant Agent by the Registered Holder thereof in person or by his attorney duly
authorized in writing and only if the Warrant Certificates representing such
Warrants are surrendered at the office of the Warrant Agent, duly endorsed or
accompanied by a proper instrument of transfer satisfactory to the Warrant Agent
and the Company in their sole discretion, together with payment of any
applicable transfer taxes; and

            (b) The Company and the Warrant Agent may deem and treat the person
in whose name the Warrant Certificate is registered as the holder and as the
absolute, true and lawful owner of the Warrants represented thereby for all
purposes, and neither the Company nor the Warrant Agent shall be affected by any
notice or knowledge to the contrary, except as otherwise expressly provided in
Section 7 hereof.

            SECTION 15. Cancellation of Warrant Certificates. If the Company
shall purchase or acquire any Warrant or Warrants, the Warrant Certificate or
Warrant Certificates evidencing the same shall thereupon be delivered to the
Warrant Agent and cancelled by it and retired. The Warrant Agent shall also
cancel the Warrant Certificate or Warrant Certificates following exercise of any
or all of the Warrants represented thereby or delivered to it for transfer,
split-up, combination or exchange.

            SECTION 16. Concerning the Warrant Agent. The Warrant Agent acts
hereunder as agent and in a ministerial capacity for the Company, and its duties
shall be determined solely by the provisions hereof. The Warrant Agent shall
not, by issuing and delivering Warrant Certificates or by any other act
hereunder be deemed to make any representations as to the validity, value or
authorization of the Warrant Certificates or the Warrants represented thereby or
of any securities or other property delivered upon exercise of any Warrant or
whether any stock issued upon exercise of any Warrant is fully paid and
nonassessable.

            The Warrant Agent shall not at any time be under any duty or
responsibility to any holder of Warrant Certificates to make or cause to be made
any adjustment of the Purchase Price or the Redemption Price provided in this
Agreement, or to determine whether any fact exists which may require any such
adjustments, or with respect to the nature or extent of any such adjustment,
when made, or with respect to the method employed in making the same. It shall
not (i) be liable for any recital or statement of facts contained herein or for
any action taken, suffered or omitted by it in reliance on any Warrant
Certificate or other document or instrument believed by it in good faith to be
genuine and to have been signed or presented by the proper party or parties,
(ii) be responsible for any failure on the part of the Company to comply with
any of its covenants and obligations contained in this Agreement or in any
Warrant Certificate, or (iii) be liable for any act or omission in connection
with this Agreement except for its own negligence or wilful misconduct.

            The Warrant Agent may at any time consult with counsel
satisfactory--to it (who may be counsel for the Company) and shall incur no
liability or responsibility for any action


                                      -18-

<PAGE>

taken, suffered or omitted by it in good faith in accordance with the opinion or
advice of such counsel.

            Any notice, statement, instruction, request, direction, order or
demand of the Company shall be sufficiently evidenced by an instrument signed by
the Chairman of the Board, President, any Vice President, its Secretary, or
Assistant Secretary, (unless other evidence in respect thereof is herein
specifically prescribed). The Warrant Agent shall not be liable for any action
taken, suffered or omitted by it in accordance with such notice, statement,
instruction, request, direction, order or demand believed by it to be genuine.

            The Company agrees to pay the Warrant Agent reasonable compensation
for its services hereunder and to reimburse it for its reasonable expenses
hereunder; it further agrees to indemnify the Warrant Agent and save it harmless
against any and all losses, expenses and liabilities, including judgments, costs
and counsel fees, for anything done or omitted by the Warrant Agent in the
execution of its duties and powers hereunder except losses, expenses and
liabilities arising as a result of the Warrant Agent's negligence or wilful
misconduct.

            The Warrant Agent may resign its duties and be discharged from all
further duties and liabilities hereunder (except liabilities arising as a result
of the Warrant Agent's own negligence or wilful misconduct), after giving 30
days' prior written notice to the Company. At least 15 days prior to the date
such resignation is to become effective, the Warrant Agent shall cause a copy of
such notice of resignation to be mailed to the Registered Holder of each Warrant
Certificate at the Company's expense. Upon such resignation, or any inability of
the Warrant Agent to act as such hereunder, the Company shall appoint a new
warrant agent in writing. If the Company shall fail to make such appointment
within a period of 15 days after it has been notified in writing of such
resignation by the resigning Warrant Agent, then the Registered Holder of any
Warrant Certificate may apply to any court of competent jurisdiction for the
appointment of a new warrant agent. Any new warrant agent, whether appointed by
the Company or by such a court, shall be a bank or trust company having a
capital and surplus, as shown by its last published report to its stockholders,
of not less than $10,000,000 or a stock transfer company. After acceptance in
writing of such appointment by the new warrant agent is received by the Company,
such new warrant agent shall be vested with the same powers, rights, duties and
responsibilities as if it had been originally named herein as the Warrant Agent,
without any further assurance, conveyance, act or deed; but if for any reason it
shall be necessary or expedient to execute and deliver any further assurance,
conveyance, act or deed, the same shall be done at the expense of the Company
and shall be legally and validly executed and delivered by the resigning Warrant
Agent. Not later than the effective date of any such appointment the Company
shall file notice thereof with the resigning Warrant Agent and shall forthwith
cause a copy of such notice to be mailed to the Registered Holder of each
Warrant Certificate.

            Any corporation into which the Warrant Agent or any new warrant
agent may be converted or merged or any corporation resulting from any
consolidation to which the Warrant Agent or any new warrant agent shall be a
party or any corporation succeeding to the trust


                                      -19-

<PAGE>

business of the Warrant Agent shall be a successor warrant agent under this
Agreement without any further act, provided that such corporation is eligible
for appointment as successor to the Warrant Agent under the provisions of the
preceding paragraph. Any such successor warrant agent shall promptly cause
notice of its succession as warrant agent to be mailed to the Company and to the
Registered Holder of each Warrant Certificate.

            The Warrant Agent, its subsidiaries and affiliates, and any of its
or their officers or directors, may buy and hold or sell Warrants or other
securities of the Company and otherwise deal with the Company in the same manner
and to the same extent and with like effects as though it were not Warrant
Agent. Nothing herein shall preclude the Warrant Agent from acting in any other
capacity for the Company or for any other legal entity.

            SECTION 17. Modification of Agreement. Subject to the provisions of
Section 4(b), the parties hereto and the Company may by supplemental agreement
make any changes or corrections in this Agreement (i) that they shall deem
appropriate to cure any ambiguity or to correct any defective or inconsistent
provision or manifest mistake or error herein contained; (ii) to reflect an
increase in the number of Class A or Class B Warrants which are to be governed
by this Agreement resulting from a subsequent public offering of Company
securities which includes Class A or Class B Warrants having the same terms and
conditions as the Class A or Class B Warrants, respectively, originally covered
by or subsequently added to this Agreement under this Section 17; or (iii) that
they may deem necessary or desirable and which shall not adversely affect the
interests of the holders of Warrant Certificates; provided, however, that this
Agreement shall not otherwise be modified, supplemented or altered in any
respect except with the consent in writing of the Registered Holders of Warrant
Certificates representing not less than 50` of the Warrants then outstanding;
and provided, further, that no change in the number or nature of the securities
purchasable upon the exercise of any Warrant, or the Purchase Price therefor, or
the acceleration of the Warrant Expiration Date, shall be made without the
consent in writing of the Registered Holder of the Warrant Certificate
representing such Warrant, other than such changes as are specifically
prescribed by this Agreement as originally executed or are made in compliance
with applicable law.

            SECTION 18. Notices. All notices, requests, consents and other
communications hereunder shall be in writing and shall be deemed to have been
made when delivered or mailed first class registered or certified mail, postage
prepaid as follows: if to the Registered Holder of a Warrant Certificate, at the
address of such holder as shown on the registry books maintained by the Warrant
Agent; if to the Company, at Infosafe Systems, Inc., 342 Madison Avenue, New
York, New York 10173, attention: President, or at such other address as may have
been furnished to the Warrant Agent in writing by the Company; if to the Warrant
Agent, at its Corporate Office; if to Blair, at D.H. Blair Investment Banking
Corp., 44 Wall Street, New York, New York 10005.

            SECTION 19. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York, without
reference to principles of conflict of laws.


                                      -20-

<PAGE>

            SECTION 20. Binding Effect. This Agreement shall be binding upon and
inure to the benefit of the Company and, the Warrant Agent and their respective
successors and assigns, and the holders from time to time of Warrant
Certificates.. Nothing in this Agreement is intended or shall be construed to
confer upon any other person any right, remedy or claim, in equity or at law, or
to impose upon any other person any duty, liability or obligation.

            SECTION 21. Termination. This Agreement shall terminate at the close
of business on the earlier of the Warrant Expiration Date or the date upon which
all Warrants (including the warrants issuable upon exercise of the Underwriter's
Option) have been exercised, except that the Warrant Agent shall account to the
Company for cash held by it and the provisions of Section 16 hereof shall
survive such termination.

            SECTION 22. Counterparts. This Agreement may be executed in several
counterparts, which taken together shall constitute a single document.

            IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed as of the date first above written.

                                        INFOSAFE SYSTEMS, INC.


                                        By: /s/ Arthur R. Medici
                                           -----------------------------
                                           Authorized Officer

                                          AMERICAN STOCK TRANSFER & TRUST
                                            COMPANY


                                        By: /s/ Herbert Lemmer
                                           -----------------------------
                                           Authorized Officer


                                        D.H. BLAIR INVESTMENT BANKING CORP.


                                        By: /s/ Martin A. Bell
                                           -----------------------------
                                           Martin A. Bell, Vice Chairman
                                           and General Counsel


                                      -21-

<PAGE>

                                    EXHIBIT A

                  [FORM OF FACE OF CLASS A WARRANT CERTIFICATE]


No. AW                                                        Class A Warrants

                           VOID AFTER __________, 2002
                   CLASS A WARRANT CERTIFICATE FOR PURCHASE OF
              CLASS A COMMON STOCK AND REDEEMABLE CLASS B WARRANTS

                             INFOSAFE SYSTEMS, INC.

            This certifies that FOR VALUE RECEIVED _____ or registered assigns
(the "Registered Holder") is the owner of the number of Class A Warrants ("Class
A Warrants") specified above. Each Class A Warrant represented hereby initially
entitles the Registered Holder to purchase, subject to the terms and conditions
set forth in this Warrant Certificate and the Warrant Agreement (as hereinafter
defined), one fully paid and nonassessable share of Class A Common Stock, $.01
value ("Class A Common Stock"), of Infosafe Systems, Inc., a Delaware
corporation (the "Company"), and one Class B Warrant of the Company at any time
between January 18, 1995 and the Expiration Date (as hereinafter defined), upon
the presentation and surrender of this Warrant Certificate with the Subscription
Form on the reverse hereof duly executed, at the corporate office of American
Stock Transfer & Trust Company, as Warrant Agent, or its successor (the "Warrant
Agent"), accompanied by payment of $6.50 (the "Purchase Price") in lawful money
of the United States of America in cash or by official bank or certified check
made payable to Infosafe Systems, Inc.

            This Warrant Certificate and each Class A Warrant represented hereby
are issued pursuant to and are subject in all respects to the terms and
conditions set forth either in the Warrant Agreement, dated February 10, 1997,
or the Warrant Agreement dated January 25, 1995, as amended, by and among the
Company, the Warrant Agent and D.H. Blair Investment Banking Corp. (which
agreements may each be referred to interchangeably as the "Warrant Agreement"),
except as set forth below.

            In the event of certain contingencies provided for in the Warrant
Agreement, the Purchase Price or the number of shares of Class A Common Stock
and Class B Warrants subject to purchase upon the exercise of each Class A
Warrant represented hereby are subject to modification or adjustment.

            Each Class A Warrant represented hereby is exercisable at the option
of the Registered Holder, but no fractional shares of Class A Common Stock will
be issued. In the case of the exercise of less than all the Class A Warrants
represented hereby, the Company shall cancel this Warrant Certificate upon the
surrender hereof and shall execute and deliver a new


                                       A-1

<PAGE>

Warrant Certificate or Warrant Certificates of like tenor, which the Warrant
Agent shall countersign, for the balance of such Class A Warrants.

            The term "Expiration Date" shall mean 5:00 P.M. (New York time) on
_______, 2002 or such earlier date as the Class A Warrants shall be redeemed. If
such date shall in the State of New York be a holiday or a day on which banks
are authorized to close, then the Expiration Date shall mean 5:00 P.M. (New York
time) the next following day which in the State of New York is not a holiday or
a day on which banks are authorized to close.

            The Company shall not be obligated to deliver any securities
pursuant to the exercise of the Class A Warrants represented hereby unless a
registration statement under the Securities Act of 1933, as amended, with
respect to such securities is effective. The Company has covenanted and agreed
that it will file a registration statement and will use its best efforts to
cause the same to become effective and to keep such registration statement
current while any of the Class A Warrants are outstanding. The Class A Warrants
represented hereby shall not be exercisable by a Registered Holder in any state
where such exercise would be unlawful.

            This Warrant Certificate is exchangeable, upon the surrender hereof
by the Registered Holder at the corporate office of the Warrant Agent, for a new
Warrant Certificate or Warrant Certificates of like tenor representing an equal
aggregate number of Class A Warrants, each of such new Warrant Certificates to
represent such number of Class A Warrants as shall be designated by such
Registered Holder at the time of such surrender. Upon due presentment with any
applicable transfer fee per certificate in addition to any tax or other
governmental charge imposed in connection therewith, for registration of
transfer of this Class A Warrant Certificate at such office, a new Warrant
Certificate or Warrant Certificates representing an equal aggregate number of
Class A Warrants will be issued to the transferee in exchange therefor, subject
to the limitations provided in the Warrant Agreement.

            Prior to the exercise of any Class A Warrant represented hereby, the
Registered Holder shall not be entitled to any rights of a stockholder of the
Company, including, without limitation, the right to vote or to receive
dividends or other distributions, and shall not be entitled to receive any
notice of any proceedings of the Company, except as provided in the Warrant
Agreement.

            The Class A Warrants represented hereby may be redeemed at the
option of the Company, at a redemption price of $.05 per Class A Warrant at any
time, provided the Market Price (as defined in the Warrant Agreement) for the
Class A Common Stock shall exceed $9.10 per share. Notice of redemption shall be
given not later than the thirtieth day before the date fixed for redemption, all
as provided in the Warrant Agreement. On and after the date fixed for
redemption, the Registered Holder shall have no rights with respect to the Class
A Warrants represented hereby except to receive the $.05 per Class A Warrant
upon surrender of this Warrant Certificate.


                                       A-2

<PAGE>

            Prior to due presentment for registration of transfer hereof, the
Company and the Warrant Agent may deem and treat the Registered Holder as the
absolute owner hereof and of each Class A Warrant represented hereby
(notwithstanding any notations of ownership or writing hereon made by anyone
other than a duly authorized officer of the Company or the Warrant Agent) for
all purposes and shall not be affected by any notice to the contrary.

            The Company has agreed to pay a fee of five (5)% of the Purchase
Price upon certain conditions as specified in the Warrant Agreement upon the
exercise of the Class A Warrants represented hereby.

            This Warrant Certificate shall be governed by and construed in
accordance with the laws of the State of New York.

            This Warrant Certificate is not valid unless countersigned by the
Warrant Agent.

            IN WITNESS WHEREOF, the Company has caused this Warrant Certificate
to be duly executed, manually or in facsimile, by two of its officers thereunto
duly authorized and a facsimile of its corporate seal to be imprinted hereon.


                                    INFOSAFE SYSTEMS, INC.

Dated:__________________            By:_______________________________

                                    By:_______________________________

[seal]

Countersigned:

AMERICAN STOCK TRANSFER & TRUST COMPANY
as Warrant Agent


By:_____________________________
   Authorized Officer


                                     A-3

<PAGE>

                    [FORM OF REVERSE OF WARRANT CERTIFICATE]

                     TRANSFER FEE: $ PER CERTIFICATE ISSUED

                                SUBSCRIPTION FORM

                     To Be Executed by the Registered Holder
                          in Order to Exercise Warrants

            The undersigned Registered Holder hereby irrevocably elects to
exercise ______________________________ Class A Warrants represented by this
Warrant Certificate, and to purchase the securities issuable upon the exercise
of such Class A Warrants, and requests that certificates for such securities
shall be issued in the name of

           PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER

                   ________________________________________
                   ________________________________________
                   ________________________________________
                   ________________________________________
                   [please print or type name and address]

and be delivered to

                   ________________________________________
                   ________________________________________
                   ________________________________________
                   ________________________________________
                   [please print or type name and address]

and if such number of Class A Warrants shall not be all the Class A Warrants
evidenced by this Warrant Certificate, that a new Class A Warrant Certificate
for the balance of such Class A Warrants be registered in the name of, and
delivered to, the Registered Holder at the address stated below.


                                       A-4

<PAGE>

            The undersigned represents that the exercise of the within Class A
Warrant was solicited by a member of the National Association of Securities
Dealers, Inc. If not solicited by an NASD member, please write "unsolicited" in
the space below.

                                    ______________________________
                                    (Name of NASD Member)

Dated:_________________________   X _______________________________

                                    ______________________________


                                    ______________________________
                                               Address


                                    ______________________________
                                    Taxpayer Identification Number


                                    ______________________________
                                    Signature Guaranteed

                                    ______________________________


                                     A-5

<PAGE>

                                   ASSIGNMENT


                     To Be Executed by the Registered Holder
                           in Order to Assign Warrants

FOR VALUE RECEIVED, ________________________________ hereby sells, assigns and
transfers unto


           PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER

                   ________________________________________
                   ________________________________________
                   ________________________________________
                   ________________________________________
                   [please print or type name and address]


______________________________ of the Class A Warrants represented by this
Warrant Certificate, and hereby irrevocably constitutes and appoints Attorney to
transfer this Warrant Certificate on the books of the Company, with full power
of substitution in the premises.

Dated:_________________________   X _______________________________
                                    Signature Guaranteed

                                    _______________________________

THE SIGNATURE TO THE ASSIGNMENT OR THE SUBSCRIPTION FORM MUST CORRESPOND TO THE
NAME AS WRITTEN UPON THE FACE OF THIS WARRANT CERTIFICATE IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BE
GUARANTEED BY A MEMBER OF THE MEDALLION STAMP PROGRAM.


                                     A-6

<PAGE>

                                    EXHIBIT B

                  [FORM OF FACE OF CLASS B WARRANT CERTIFICATE]


No.  BW                                                       Class B Warrants

                           VOID AFTER _________, 2002

                         CLASS B WARRANT CERTIFICATE FOR
                        PURCHASE OF CLASS A COMMON STOCK

                             INFOSAFE SYSTEMS, INC.

            This certifies that FOR VALUE RECEIVED ______ or registered assigns
(the "Registered Holder") is the owner of the number of Class B Warrants
specified above. Each Class B Warrant represented hereby initially entitles the
Registered Holder to purchase, subject to the terms and conditions set forth in
this Warrant Certificate and the Warrant Agreement (as hereinafter defined), one
fully paid and nonassessable share of Class Common Stock, $.01 par value ("Class
A Common Stock"), of Infosafe Systems, Inc., a Delaware corporation (the
"Company"), at any time between January 18, 1995 and the Expiration Date (as
hereinafter defined), upon the presentation and surrender of this Warrant
Certificate with the Subscription Form on the reverse hereof duly executed, at
the corporate office of American Stock Transfer & Trust Company, as Warrant
Agent, or its successor (the "Warrant Agent"), accompanied by payment of $8.75
(the "Purchase Price") in lawful money of the United States of America in cash
or by official bank or certified check made payable to Infosafe Systems, Inc.

            This Warrant Certificate and each Class B Warrant represented hereby
are issued pursuant to and are subject in all respects to the terms and
conditions set forth either in the Warrant Agreement, dated February 10, 1997,
or the Warrant Agreement dated January 25, 1995, as amended, by and among the
Company, the Warrant Agent and D.H. Blair Investment Banking Corp. (which
agreements may each be referred to interchangeably as the "Warrant Agreement"),
except as set forth below.

            In the event of certain contingencies provided for in the Warrant
Agreement, the Purchase Price or the number of shares of Class A Common Stock
subject to purchase upon the exercise of each Class B Warrant represented hereby
are subject to modification or adjustment.

            Each Class B Warrant represented hereby is exercisable at the option
of the Registered Holder, but no fractional shares of Class A Common Stock will
be issued. In the case of the exercise of less than all the Class B Warrants
represented hereby, the Company shall cancel this Warrant Certificate upon the
surrender hereof and shall execute and deliver a new Warrant Certificate or
Warrant Certificates of like tenor, which the Warrant Agent shall countersign,
for the balance of such Class B Warrants.


                                       B-1

<PAGE>

            The term "Expiration Date" shall mean 5:00 P.M. (New York time) on
___________, 2002, or such earlier date as the Class B Warrants shall be
redeemed. If such date shall in the State of New York be a holiday or a day on
which banks are authorized to close, then the Expiration Date shall mean 5:00
P.M. (New York time) the next following day which in the State of New York is
not a holiday or a day on which banks are authorized to close.

            The Company shall not be obligated to deliver any securities
pursuant to the exercise of the Class B Warrants represented hereby unless a
registration statement under the Securities Act of 1933, as amended, with
respect to such securities is effective. The Company has covenanted and agreed
that it will file a registration statement and will use its best efforts to
cause the same to become effective and to keep such registration statement
current while any of the Class B Warrants are outstanding. The Class B Warrants
represented hereby shall not be exercisable by a Registered Holder in any state
where such exercise would be unlawful.

            This Warrant Certificate is exchangeable, upon the surrender hereof
by the Registered Holder at the corporate office of the Warrant Agent, for a new
Warrant Certificate or Warrant Certificates of like tenor representing an equal
aggregate number of Class B Warrants, each of such new Warrant Certificates to
represent such number of Class B Warrants as shall be designated by such
Registered Holder at the time of such surrender. Upon due presentment with any
applicable transfer fee in addition to any tax or other governmental charge
imposed in connection therewith, for registration of transfer of this Warrant
Certificate at such office, a new Warrant Certificate or Warrant Certificates
representing an equal aggregate number of Class B Warrants will be issued to the
transferee in exchange therefor, subject to the limitations provided in the
Warrant Agreement.

            Prior to the exercise of any Class B Warrant represented hereby, the
Registered Holder shall not be entitled to any rights of a stockholder of the
Company, including, without limitation, the right to vote or to receive
dividends or other distributions, and shall not be entitled to receive any
notice of any proceedings of the Company, except as provided in the Warrant
Agreement.

            The Class B Warrants represented hereby may be redeemed at the
option of the Company, at a redemption price of $.05 per Class B Warrant at any
time provided the Market Price (as defined in the Warrant Agreement) for the
Class A Common Stock shall exceed $12.25 per share. Notice of redemption shall
be given not later than the thirtieth day before the date fixed for redemption,
all as provided in the Warrant Agreement. On and after the date fixed for
redemption, the Registered Holder shall have no rights with respect to the Class
B Warrants represented hereby except to receive the $.05 per Class B Warrant
upon surrender of this Warrant Certificate.

            Prior to due presentment for registration of transfer hereof, the
Company and the Warrant Agent may deem and treat the Registered Holder as the
absolute owner hereof and of each Class B Warrant represented hereby
(notwithstanding any notations of ownership or writing


                                       B-2

<PAGE>

hereon made by anyone other than a duly authorized officer of the Company or the
Warrant Agent) for all purposes and shall not be affected by any notice to the
contrary.

            The Company has agreed to pay a fee of 5% of the Purchase Price upon
certain conditions as specified in the Warrant Agreement upon the exercise of
the Class B Warrants represented hereby.

            This Warrant Certificate shall be governed by and construed in
accordance with the laws of the State of New York.

            This Warrant Certificate is not valid unless countersigned by the
Warrant Agent.

            IN WITNESS WHEREOF, the Company has caused this Warrant Certificate
to be duly executed, manually or in facsimile, by two of its officers thereunto
duly authorized and a facsimile of its corporate seal to be imprinted hereon.

                                    INFOSAFE SYSTEMS, INC.


Dated:__________________________    By:_________________________________


                                    By:_________________________________

[seal]

Countersigned:

AMERICAN STOCK TRANSFER & TRUST COMPANY
as Warrant Agent


By:___________________________________
   Authorized Officer


                                       B-3

<PAGE>

                   [FORM OF REVERSE OF WARRANT CERTIFICATE]

                              SUBSCRIPTION FORM

                   To Be Executed by the Registered Holder
                        in Order to Exercise Warrants

            The undersigned Registered Holder hereby irrevocably elects to
exercise ____________________ Class B Warrants represented by this Warrant
Certificate, and to purchase the securities issuable upon the exercise of such
Class B Warrants, and requests that certificates for such securities shall be
issued in the name of

           PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER

                   ________________________________________
                   ________________________________________
                   ________________________________________
                   ________________________________________
                   [please print or type name and address]

and be delivered to

                   ________________________________________
                   ________________________________________
                   ________________________________________
                   ________________________________________
                   [please print or type name and address]

and if such number of Class B Warrants shall not be all the Class B Warrants
evidenced by this Warrant Certificate, that a new Warrant Certificate for the
balance of such Class B Warrants be registered in the name of, and delivered to,
the Registered Holder at the address stated below.


                                     B-4

<PAGE>

            The undersigned represents that the exercise of the within Warrant
was solicited by a member of the National Association of Securities Dealers,
Inc. If not solicited by an NASD member, please write "unsolicited in the space
below.

                                    _______________________________
                                    (Name of NASD Member)

Dated:_________________________   X _______________________________

                                    _______________________________


                                    _______________________________
                                               Address


                                    _______________________________
                                    Taxpayer Identification Number


                                    _______________________________
                                    Signature Guaranteed

                                    _______________________________


                                       B-5

<PAGE>

                                   ASSIGNMENT

                     To Be Executed by the Registered Holder
                           in Order to Assign Warrants

            FOR VALUE RECEIVED, __________________________________ hereby
sells, assigns and transfers unto

           PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER

                   ________________________________________
                   ________________________________________
                   ________________________________________
                   ________________________________________
                   [please print or type name and address]

___________________________ of the Class A Warrants represented by this Warrant
Certificate, and hereby irrevocably constitutes and appoints
__________________________ ___________________________________ Attorney to
transfer this Warrant Certificate on the books of the Company, with full power
of substitution in the premises.

Dated:_________________________   X _______________________________
                                    Signature Guaranteed

                                    _______________________________

THE SIGNATURE TO THE ASSIGNMENT OR THE SUBSCRIPTION FORM MUST CORRESPOND TO THE
NAME AS WRITTEN UPON THE FACE OF THIS WARRANT CERTIFICATE IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BE
GUARANTEED BY A MEMBER OF THE MEDALLION STAMP PROGRAM.


                                       B-6