<PAGE>
                                                                   EXHIBIT 10.32

THIS WARRANT AND THE SECURITIES RECEIVABLE UPON EXERCISE HEREOF HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED OR DISPOSED OF UNLESS AND UNTIL SUCH SECURITIES ARE REGISTERED UNDER
THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF LEGAL
COUNSEL IS DELIVERED TO THE COMPANY STATING THAT AN EXEMPTION FROM SUCH
REGISTRATION IS AVAILABLE.

                                     WARRANT

                                                              WARRANT NO. W-11-2

         THIS CERTIFIES THAT, for value received, Oton M. Tisch (the "Holder")
is entitled at any time during the Exercise Period (as such term and other
capitalized terms are defined in Article 1 hereof), subject to the terms and
conditions set forth herein, to purchase from CELL ROBOTICS INTERNATIONAL, INC.,
a Colorado corporation (the "Company"), 92,928 shares of Common Stock (subject
to adjustment as provided herein) at the Warrant Price, all on the terms and
conditions and pursuant to the provisions hereinafter set forth.

1.       DEFINITIONS.

         As used in this Warrant, the following terms have the respective
meanings set forth below:

         "Applicable Law" shall mean all laws, rules and regulations applicable
to the Person, conduct, action or covenant in question, including, but not
limited to, all applicable common law and equitable principles, all provisions
of all applicable state and federal constitutions, statutes, rules, regulations
and orders of governmental body, and all orders, judgments and decrees of all
courts and arbitrators.

         "Commission" shall mean the Securities and Exchange Commission or any
other federal agency then administering the Securities Act and other federal
securities laws.

         "Common Stock" shall mean the common stock, par value $.004 per share,
of the Company and any capital stock into which such common stock shall have
been changed and any other stock resulting from any reclassification of such
stock which is not preferred as to dividends or assets over any other class of
stock which shall be in effect from time to time.

         "Designated Office" shall have the meaning set forth in Article 7.

         "Exercise Period" shall mean the period commencing on the date hereof
and ending at 5:00 p.m., local time, at the Designated Office on December 7,
2007.

         "Exercise Price" shall mean $0.60, subject to adjustment as provided in
Article 3.

<PAGE>

         "Notice of Exercise" shall mean the form of Notice of Exercise attached
hereto as Exhibit A.

         "Person" shall mean any natural person, corporation, unincorporated
organization, trust, joint-stock company, joint venture, association, company,
limited or general partnership, any government or any agency or political
subdivision of any government.

         "Restricted Common Stock" shall mean shares of Common Stock which are,
or which upon their issuance on the exercise of this Warrant would be, evidenced
by a certificate bearing the restrictive legend set forth in Section 4.4.

         "Securities Act" shall mean the Securities Act of 1933, as amended, or
any similar federal statute, and the rules and regulations of the Commission
thereunder, all as the same shall be in effect at the time.

         "Transfer" shall mean any disposition of the Warrant Stock or of any
interest therein, which would constitute a sale thereof within the meaning of
the Securities Act.

         "Trading Price" shall mean (a) if the Common Stock is actively traded
on any national securities exchange or any Nasdaq quotation or market system,
then the closing price at which sales of Common Stock shall have been sold and
(b) if the shares of Common Stock are not actively traded on any such exchange
or system, then the arithmetic mean of the bid and asked prices of a share of
the Common Stock.

         "Warrant" shall mean this Warrant and all warrants issued upon
transfer, division or combination of, or in substitution for, this Warrant.

         "Warrant Price" shall mean an amount equal to (a) the number of shares
of Common Stock being purchased upon exercise of this Warrant pursuant to
Section 2.2, multiplied by (b) the Exercise Price as of the date of such
exercise.

         "Warrant Stock" shall mean the shares of Common Stock issued, issuable
or both (as the context may require) to the Holder of this Warrant upon the
exercise thereof.

2.       RIGHTS GRANTED EXERCISE OF WARRANT.

         2.1.     Right of Exercise. Subject to Section 9.1, the Holder shall be
entitled to exercise this Warrant at any time and from time to time during the
Exercise Period.

         2.2.     Manner of Exercise. Subject to the terms and conditions of
this Warrant, the Holder shall have the right to exercise this Warrant during
Exercise Period, in whole or in part, by delivering to the Company at the
Designated Office (a) a Notice of Exercise, duly executed by the Holder,
specifying the number of shares of Common Stock to be purchased, (b) payment of
the Warrant Price by certified or official bank check, (c) this Warrant and (d)
in the event this Warrant is being exercised by any Person other than the Holder
pursuant to this Section 2.2, it shall be accompanied by proof acceptable to the
Company of the right of such Person or Persons


                                       2
<PAGE>

to exercise this Warrant. Upon receipt thereof, the Company shall, as promptly
as practicable, execute (or cause to be executed) and deliver (or cause to be
delivered) to the Holder a certificate or certificates representing the
aggregate number of full shares of Common Stock issuable upon such exercise. The
certificate or certificates so delivered shall be, to the extent possible, in
such denomination or denominations as the Holder shall request in the Notice of
Exercise and shall be registered in the name of the Holder or, subject to the
terms of this Warrant, such other name as shall be designated in the Notice of
Exercise. This Warrant shall be deemed to have been exercised and such
certificate or certificates shall be deemed to have been issued, and the Holder
and/or any other Person so designated to be named therein shall be deemed to
have become a holder of record of such shares for all purposes, as of the date
the items specified in clauses (a) through (d) above are received by the
Company. If this Warrant shall have been exercised in part, the Company shall,
at the time of delivery of the certificate or certificates representing the
shares of Common Stock being issued, deliver to the Holder a new warrant
evidencing the rights of the Holder to purchase the unpurchased shares of Common
Stock called for by this Warrant, which new warrant shall in all other respects
be identical with this Warrant, or, at the request of the Holder, appropriate
notation may be made on this Warrant and the same returned to the Holder.
Notwithstanding any provision herein to the contrary, the Company shall not be
required to register shares in the name of any Person who acquires this Warrant
(or part hereof) or any Warrant Stock otherwise than in accordance with this
Warrant.

         2.3.     Payment of Taxes. The issuance of a certificate or
certificates for shares of Common Stock upon exercise of this Warrant shall be
made without charge for any stamp or other similar tax in respect of such
issuance. However, if any such certificate is to be issued in a name other than
that of the Holder, the Person or Persons requesting the issuance thereof shall
pay to the Company the amount of any tax which may be payable in respect of any
transfer involved in such issuance or shall establish to the satisfaction of the
Company that such tax has been paid.

         2.4.     Fractional Shares. The Company shall not be required to issue
fractions of shares of Common Stock upon exercise of this Warrant or to
distribute certificates which evidence fractional shares of Common Stock. If the
exercise of this Warrant would result in a fractional share of Common Stock or
the right to acquire a fractional share of Common Stock, such fractional share
shall be disregarded and the number of shares of Common Stock issuable upon the
exercise of this Warrant shall be rounded up or down to the nearest whole share.
The Holder expressly waives his right to receive any fractional shares upon
exercise of this Warrant.

         2.5.     Compliance with Law and Regulations. This Warrant and the
obligation of the Company to sell and deliver the shares of Warrant Stock
hereunder shall be subject to all Applicable Laws and to such approvals by any
government or regulatory agency as may be required. Notwithstanding any other
provision of this Warrant, this Warrant may not be exercised if its exercise, or
the receipt of the shares of Warrant Stock pursuant thereto, would be contrary
to Applicable Law.

         2.6      Redemption. The Company shall have the right to redeem all or
any portion of this Warrant outstanding and unexercised at a redemption price of
$0.01 per share of Warrant Stock upon thirty (30) days' written notice in the
event (a) a registration statement registering for resale by the Holder under
the Securities Act, the shares of the Warrant Stock issuable upon


                                       3
<PAGE>

exercise of this Warrant, has been filed with the Commission and is in effect on
the date of written notice and the redemption date contained therein, and (b)
the Trading Price of the Company's Common Stock has equalled or exceeded $2.70
per share for ten (10) or more consecutive trading days. On each occasion that
the Company elects to exercise its rights of redemption, the Company must mail
such written notice within ten (10) days following the satisfaction of all of
the foregoing conditions. If this Warrant or any portion thereof is redeemed in
accordance with this Section 2.6, the Holder shall have the right to exercise
this Warrant in respect of the shares of Warrant Stock subject to redemption
until the close of business on the date next preceding the date fixed for
redemption. On or after the date fixed for redemption, the Holder shall have no
rights with respect to this Warrant to the extent redeemed, except the right to
receive $0.01 per share of Warrant Stock that are unexercised Warrant Stock
issuable upon exercise of this Warrant upon surrender of this Certificate.

3.       ADJUSTMENTS AND ANTI-DILUTION PROVISIONS.

         3.1.     Adjustment for Change in Capital Stock. In the event of any
change in the Common Stock of the Company by reason of any combination,
subdivision, split, reclassification, stock dividend or any similar change
affecting the Common Stock, then in any such event the number and kind of shares
of Common Stock subject to this Warrant and the Exercise Price shall be
adjusted, in such manner as the Board of Directors deems equitable to prevent
substantial dilution or enlargement of the rights granted to the Holder. The
adjustment shall become effective immediately after the record date in the case
of a dividend or distribution and immediately after the effective date in the
case of a subdivision, combination or reclassification. Such adjustment shall be
made successively whenever any event listed above shall occur.

         3.2.     Reorganization of Company. If at any time while this Warrant
is outstanding and unexpired there shall be (a) a reorganization of the Company,
(b) a merger or consolidation of the Company with or into another entity in
which the Company is not the surviving entity, or a reverse triangular merger in
which the Company is the surviving entity but the shares of the Company's
capital stock outstanding immediately prior to the merger are converted by
virtue of the merger into other property, whether in the form of securities,
cash or otherwise, or (c) a sale or transfer of the Company's properties and
assets as, or substantially as, an entirety to any other Person, then lawful and
adequate provision will be made whereby the Holder will thereafter have the
right to purchase and receive upon the basis and upon the terms and conditions
specified in this Warrant and in lieu of the shares of Common Stock of the
Company immediately theretofore purchasable and receivable upon the exercise of
this Warrant, the kind and amount of stock and other securities and assets
(including, without limitation, cash) receivable upon such merger, consolidation
or sale by a holder of the number of shares of Common Stock of the Company
deliverable upon the exercise of this Warrant immediately prior to such merger,
consolidation or sale. In any such case, appropriate provisions will be made
with respect to the rights and interests of the Holder to the end that the
provisions hereof (including, without limitation, provisions for adjustments of
the Exercise Price and of the number of shares of Common Stock purchasable upon
the exercise of this Warrant) will thereafter be applicable, as nearly as may
be, in relation to any shares of stock, securities or assets thereafter
deliverable upon the exercise hereof. The foregoing provisions of this Section
3.2 shall similarly apply to successive reorganizations, mergers, consolidations
and sales and to the stock or securities of any other


                                       4
<PAGE>

corporation that are at the time receivable upon the exercise of this Warrant.
If this Section 3.2 applies to a transaction, Section 3.1 shall not apply to
such transaction.

         3.3.     Notice of Adjustment. Whenever the Exercise Price is adjusted,
the Company shall promptly mail to the Holder a notice setting forth the
Exercise Price after such adjustment and setting forth a brief statement of the
facts requiring such adjustment. Such certificate prepared in good faith shall
be conclusive evidence of the correctness of such adjustment absent manifest
error.

         3.4.     Company Determination Final. Any determination that the
Company or the Board of Directors must make pursuant to this Warrant is
conclusive absent manifest error.

         3.5.     When No Adjustment Required. No adjustment need be made for
any transaction referred to in Section 3.2 if the Holder is entitled to
participate in the transaction on a basis and with notice that the Board of
Directors determines to be fair and appropriate in light of the basis and notice
on which holders of Common Stock participate in the transaction. No adjustment
need be made for a change in the par value or no par value of the Common Stock.

4.       RESTRICTIONS ON TRANSFER AND COMPLIANCE WITH SECURITIES ACT AND
         REGISTRATION.

         4.1      Agreement to Be Bound. The Holder, by acceptance of this
Warrant, agrees to be bound by the provisions of this Article 4. The Holder
further agrees that all shares of Warrant Stock will be disposed of only in
accordance with the Securities Act and the rules and regulations of the
Commission promulgated thereunder.

         4.2.     Non-Transferability. This Warrant and the rights hereunder
shall not be transferable in whole or in part without the prior written consent
of the Company.

         4.3.     Compliance with the Securities Act. This Warrant and the
Warrant Stock have not been registered under the Securities Act or any
applicable state securities law. The Holder hereof, by acceptance hereof, agrees
that this Warrant and all shares purchased upon exercise hereof will be disposed
of only in accordance with the Securities Act and the rules and regulations of
the Commission promulgated thereunder or of any applicable state securities law.
The Holder represents and warrants that (a) he, she or it is an "accredited
investor," as that term is defined in Rule 501(a) of Regulation D under the
Securities Act, and is acquiring the Common Stock for his, her or its own
account, for investment and not with a view to any "distribution" within the
meaning of the Securities Act; (b) he, she or it has been furnished with all
information which he, she or it deems necessary to evaluate the merits and risks
of this Warrant and the purchase of the Common Stock upon exercise thereof; (c)
he, she or it has had the opportunity to ask questions concerning the Common
Stock and the Company and all questions posed have been answered to his, her or
its satisfaction; (d) he, she or it has been given the opportunity to obtain any
additional information he, she or it deems necessary to verify the accuracy of
any information obtained concerning the Common Stock and the Company; and (e)
he, she or it has such knowledge and experience in financial and business
matters that he, she or it is able to evaluate the merits and risks of
purchasing the Common Stock and to make an informed investment decision relating
thereto.


                                       5
<PAGE>

         4.4.     Restrictive Legends. Except as otherwise provided in this
Article 4, each certificate for Warrant Stock initially issued upon the exercise
of this Warrant, and each certificate for Warrant Stock issued to any subsequent
transferee of any such certificate, shall be stamped or otherwise imprinted with
a legend in substantially the following form:

         "THE SHARES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED
         UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR
         ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, PLEDGED OR
         OTHERWISE TRANSFERRED OR DISPOSED OF UNLESS AND UNTIL SUCH SECURITIES
         ARE REGISTERED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES
         LAWS OR AN OPINION OF LEGAL COUNSEL IS DELIVERED TO THE COMPANY STATING
         THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE."

         4.5.     Transfers. No shares of Restricted Common Stock issued upon
the exercise hereof shall be Transferred other than pursuant to an effective
registration statement under the Securities Act or, if required by the Company,
an opinion of counsel is delivered to the Company stating an exemption from the
registration provisions thereof. Each certificate, if any, evidencing such
shares of Restricted Common Stock issued upon any such Transfer, other than in a
public offering pursuant to an effective registration statement, shall bear the
restrictive legend set forth in Section 4.4, unless (a) such Transfer is in
accordance with the provisions of Rule 144 under the Securities Act (or any
other rule or provision permitting sale without registration under the
Securities Act), (b) such Restricted Common Stock shall have been effectively
registered under the Securities Act and disposed of pursuant thereto or (c) in
the opinion of counsel delivered at the request of the Holder, which opinion
shall be reasonably acceptable to the Company, such legend is not required for
the purposes of compliance with the Securities Act. The holder of the Restricted
Common Stock shall not be entitled to Transfer such Restricted Common Stock
except in accordance with this Section 4.5.

5.       RESERVATION AND AUTHORIZATION OF COMMON STOCK.

         From and after the date of this Warrant, the Company shall at all times
reserve and keep available for issuance upon the exercise of this Warrant such
number of its authorized but unissued shares of Common Stock as will be
sufficient to permit the exercise in full of this Warrant. All shares of Common
Stock issuable pursuant to the terms hereof, when issued upon exercise of this
Warrant with payment therefor in accordance with the terms hereof, shall be duly
and validly issued and fully paid and nonassessable.

6.       THEFT, LOSS, DESTRUCTION.

         Upon receipt by the Company from the Holder of evidence reasonably
satisfactory to it of the ownership of and the loss, theft, destruction or
mutilation of this Warrant and an indemnity reasonably satisfactory to it and,
in case of mutilation, upon surrender and cancellation hereof, the Company will
execute and deliver in lieu hereof a new Warrant of like tenor to the Holder;
provided, however, in the case of mutilation, no indemnity shall be required if
this Warrant in identifiable form is surrendered to the Company for
cancellation.


                                       6
<PAGE>

7.       OFFICE OF THE COMPANY.

         As long as this Warrant remains outstanding, the Company shall maintain
an office or agency, which may be the principal executive offices of the Company
or the offices of the transfer agent of the Company (the "Designated Office"),
where this Warrant may be presented for exercise, registration of transfer,
division or combination as provided in this Warrant. Such Designated Office
shall initially be the principal office of the Company at 2715 Broadbent Parkway
N.E., Albuquerque, New Mexico 87107; thereafter, such office shall be the office
of the Company or of an agency designated by the Company in a notice delivered
to the Holder.

8.       NO SHAREHOLDER RIGHTS.

         Prior to the exercise of this Warrant, the Holder of this Warrant shall
not be entitled to any rights of a shareholder of the Company, including,
without limitation, the rights to vote, to receive dividends or other
distributions, and shall not be entitled to receive any notice of any
proceedings of the Company except as provided herein.

9.       MISCELLANEOUS.

         9.1.     Termination of Warrant. Except those rights which by their
terms specifically extend beyond the end of the Exercise Period, this Warrant
and all rights granted herein, to the extent those rights have not lapsed or
been exercised, will terminate and become null and void at the end of the
Exercise Period or as otherwise specifically provided herein.

         9.2.     Notices. All notices, requests, demands, claims and other
communications under this Warrant shall be in writing. Any notice, request,
demand, claim or other communication hereunder shall be deemed duly given if
(and then two business days after) it is sent by (a) confirmed facsimile; (b)
overnight delivery; or (c) registered or certified mail, return receipt
requested, postage prepaid, and addressed to the intended recipient as set forth
below:

        If to the Company:                     Cell Robotics International, Inc.
                                               2715 Broadbent Parkway N.E.
                                               Albuquerque, New Mexico 87107
                                               Attn: President
                                               Facsimile: (505) 344-8112

        With a copy to, which copy shall not   Baker & McKenzie
        constitute notice:                     2001 Ross Avenue, Suite 2300
                                               Dallas, Texas 75201
                                               Attn:  W. Crews Lott
                                               Facsimile: (214) 978-3099

        If to the Holder:                      Oton M. Tisch
                                               Apartado 76949
                                               Caracas 1070, Venezuela
                                               Facsimile: (011) 58212-239-7828


                                       7
<PAGE>

The Holder or the Company may send any notice, request, demand, claim or other
communication hereunder to the intended recipient at the address set forth above
using any other means (including personal delivery, expedited courier, messenger
service, telecopy, telex, ordinary mail or electronic mail), but no such notice,
request, demand, claim or other communication shall be deemed to have been duly
given unless and until it actually is received by the intended recipient. The
Holder or the Company may change the address to which notices, requests,
demands, claims and other communications hereunder are to be delivered by giving
the other party notice in the manner provided in this Warrant.

         9.3.     Succession and Assignment. This Warrant shall be binding upon
and inure to the benefit of the Holder and the Company and their respective
successors and permitted assigns. Neither the Holder or the Company may assign
either this Warrant or any of its rights, interests or obligations hereunder
without the prior written approval of the other party.

         9.4.     Severability. Any term or provision of this Warrant that is
invalid or unenforceable in any situation in any jurisdiction shall not affect
the validity or enforceability of the remaining terms and provisions hereof or
the validity or enforceability of the offending term or provision in any other
situation or in any other jurisdiction.

         9.5.     Headings. The headings used in this Warrant are for the
convenience of reference only and shall not, for any purpose, be deemed a part
of this Warrant.

         9.6.     Governing Law. THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE DOMESTIC LAWS OF THE STATE OF NEW MEXICO WITHOUT GIVING
EFFECT TO ANY CHOICE OR CONFLICT OF LAW PROVISION OR RULE (WHETHER OF THE STATE
OF NEW MEXICO OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE
LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NEW MEXICO. Any legal action or
proceeding with respect to this Warrant shall be brought in any New Mexico state
or federal court sitting in Bernalillo County, New Mexico, and, by execution and
delivery of this Warrant, the Holder and the Company hereby accept for
themselves and in respect of their property, generally and unconditionally, the
jurisdiction of the aforesaid courts. The Holder and the Company hereby
irrevocably waive any objection, including, without limitation, any objection to
the laying of venue or based on the grounds of forum non conveniens, which they
may now or hereafter have to the bringing of any such action or proceeding in
such respective jurisdictions.


                                       8
<PAGE>

         IN WITNESS WHEREOF, the Company has caused this Warrant to be duly
executed by its President and Chief Executive Officer on the 7th day of December
2002.

                                      CELL ROBOTICS INTERNATIONAL, INC.


                                      By: /s/ Gary Oppedahl
                                         --------------------------------------
                                          Gary Oppedahl
                                          President and Chief Executive Officer

Accepted and Agreed to by:


/s/ Oton M. Tisch
--------------------------
Oton M. Tisch

                                       9
<PAGE>

                                    EXHIBIT A

                             NOTICE OF EXERCISE FORM

(To be executed only upon partial or full exercise of the within Warrant)

         The undersigned registered Holder of the within Warrant irrevocably
exercises the within Warrant for and purchases _______ shares of Common Stock,
par value $0.004 per share ("Common Stock"), of CELL ROBOTICS INTERNATIONAL,
INC. (the "Company") and herewith makes payment therefor in the amount of
$___________, all at the price and on the terms and conditions specified in the
within Warrant and requests that a certificate (or ___________ certificates in
denominations of _________ shares) for the shares of Common Stock of the Company
hereby purchased be issued in the name of and delivered to (choose one) (a) the
undersigned or (b) ________, whose address is ________________________________,
and, if such shares of Common Stock shall not include all the shares of Common
Stock issuable as provided in the within Warrant, that a new Warrant of like
tenor for the number of shares of Common Stock of the Company not being
purchased hereunder be issued in the name of and delivered to (choose one) (a)
the undersigned or (b) _________, whose address is____________________________.

         The undersigned is aware that the Common Stock has not been registered
under the Securities Act of 1933, as amended (the "Securities Act"), or any
state securities laws. The undersigned understands that the reliance by the
Company on exemptions under the Securities Act is predicated in part upon the
truth and accuracy of the statements of the undersigned.

         The undersigned represents and warrants that (a) he, she or it is an
"accredited investor," as that term is defined in Rule 501(a) of Regulation D
under the Securities Act and is acquiring the Common Stock for his or her own
account, for investment and not with a view to any "distribution" within the
meaning of the Securities Act; (b) the undersigned has no present intention of
making any transfer of the Common Stock; (c) he, she or it has been furnished
with all information which he, she or it deems necessary to evaluate the merits
and risks of the purchase of the Common Stock; (d) he, she or it has had the
opportunity to ask questions concerning the Common Stock and the Company and all
questions posed have been answered to his, her or its satisfaction; (e) he, she
or it has been given the opportunity to obtain any additional information he,
she or it deems necessary to verify the accuracy of any information obtained
concerning the Common Stock and the Company; and (f) he, she or it has such
knowledge and experience in financial and business matters that he, she or it is
able to evaluate the merits and risks of purchasing the Common Stock and to make
an informed investment decision relating thereto.

         The undersigned understands that because the Common Stock has not been
registered under the Securities Act, he, she or it must continue to bear the
economic risk of the investment for an indefinite time and the Common Stock
cannot be sold unless the Common Stock is subsequently registered under
applicable federal and state securities laws or an exemption from such
registration is available.

         The undersigned agrees that he, she or it will in no event sell or
distribute or otherwise dispose of all or any part of the Common Stock unless
(a) there is an effective registration statement under the Securities Act and
applicable state securities laws covering any such

<PAGE>

transaction involving the Common Stock, as applicable, or (b) such Common stock
is sold in a transaction exempt from such registration. The undersigned agrees
that, if requested by the Company, and at the expense of the undersigned, he or
she shall deliver an opinion of counsel, which opinion shall be reasonably
satisfactory to the Company that such registration or qualification is not
required.

         The undersigned consents to the placing of a legend on its certificate
for the Common Stock stating that the Common Stock has not been registered and
setting forth the restriction on transfer contemplated hereby and to the placing
of a stop transfer order on the books of the Company and with any transfer
agents against the shares until the Common Stock may be legally resold or
distributed without restriction.

Signature Guaranteed:                   By:
                                           ------------------------------------
                                        Name:
                                             ----------------------------------
                                        Title:
                                              ---------------------------------
                                        Date:
                                             ----------------------------------

NOTICE: THE SIGNATURE TO THIS NOTICE OF EXERCISE MUST CORRESPOND WITH THE NAME
AS WRITTEN UPON THE FACE OF THE WITHIN WARRANT IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. THE SIGNATURE ON THIS NOTICE
OF EXERCISE MUST BE GUARANTEED BY A COMMERCIAL BANK OR TRUST COMPANY IN THE
UNITED STATES OR A MEMBER FIRM OF THE NEW YORK STOCK EXCHANGE.


                                       A-2