<PAGE>

                                    EXHIBIT D

                                 FORM OF WARRANT

THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE
COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO
AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH
APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO
THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY
ACCEPTABLE TO THE COMPANY. THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A
BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A
FINANCIAL INSTITUTION THAT IS AN "ACCREDITED INVESTOR" AS DEFINED IN RULE 501(a)
UNDER THE SECURITIES ACT.

                          COMMON STOCK PURCHASE WARRANT

            To Purchase ___________________ Shares of Common Stock of

                               Home Director, Inc.

                  THIS COMMON STOCK PURCHASE WARRANT CERTIFIES that, for value
received, [Subscriber] (the "Holder"), is entitled, upon the terms and subject
to the limitations on exercise and the conditions hereinafter set forth, at any
time on or after ________, 2003 (the "Initial Exercise Date") and on or prior to
the close of business on the third anniversary of the Initial Exercise Date (the
"Termination Date") but not thereafter, to subscribe for and purchase from Home
Director, Inc., a Delaware corporation (the "Company"), up to ______________
shares (the "Warrant Shares") of Common Stock, par value $.0.01 per share, of
the Company (the "Common Stock"). The purchase price of one share of Common
Stock (the "Exercise Price") under this Warrant shall be $_____ subject to
adjustment hereunder. The Exercise Price and the number of Warrant Shares for
which the Warrant is exercisable shall be subject to adjustment as provided
herein. Capitalized terms used and not otherwise defined herein shall have the
meanings set forth in those certain Subscription Agreement(s) (the "Subscription
Agreement"), dated _________________, 2003, between the Company and the original
holder hereof.


                                      D-1
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                  1. Title to Warrant. Prior to the Termination Date and subject
to compliance with applicable laws and Section 7 of this Warrant, this Warrant
and all rights hereunder are transferable, in whole or in part, at the office or
agency of the Company by the Holder in person or by duly authorized attorney,
upon surrender of this Warrant together with the Assignment Form annexed hereto
properly endorsed. Prior to the effectiveness of any such transfer, the
transferee shall sign a representation letter in form and substance reasonably
satisfactory to the Company.

                  2. Authorization of Shares. The Company covenants that all
Warrant Shares which may be issued upon the exercise of the purchase rights
represented by this Warrant will, upon exercise of the purchase rights
represented by this Warrant and payment of the Exercise Price, be duly
authorized, validly issued, fully paid and nonassessable and free from all liens
issue or transfer taxes and charges in respect of the issue thereof (other than
taxes in respect of any transfer occurring contemporaneously with such issue).

                  3. Exercise of Warrant.

                        (a) Except as provided in Section 4 herein, exercise of
            the purchase rights represented by this Warrant may be made at any
            time or times on or after the Initial Exercise Date and on or before
            the Termination Date by the surrender of this Warrant and the Notice
            of Exercise Form annexed hereto duly executed, at the office of the
            Company (or such other office or agency of the Company as it may
            designate by notice in writing to the registered Holder at the
            address of such Holder appearing on the books of the Company) and
            upon payment of the Exercise Price by wire transfer or cashier's
            check drawn on a United States bank or by means of a cashless
            exercise pursuant to Section 3(c), the Holder shall be entitled to
            receive a certificate for the number of Warrant Shares so purchased.
            Certificates for shares purchased hereunder shall be delivered to
            the Holder within three (3) Trading Days after the date on which
            this Warrant shall have been exercised as aforesaid. This Warrant
            shall be deemed to have been exercised and such certificate or
            certificates shall be deemed to have been issued, and Holder 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 Warrant has been exercised by payment to the Company
            of the Exercise Price and all taxes required to be paid by the
            Holder, if any, pursuant to Section 5 prior to the issuance of such
            shares, have been paid. If the Company fails to deliver to the
            Holder a certificate or certificates representing the Warrant Shares
            pursuant to this Section 3(a) by the third Trading Day after the
            date of exercise, then the Holder will have the right to rescind
            such exercise.

                        (b) If this Warrant shall have been exercised in part,
            the Company shall, at the time of delivery of the certificate or
            certificates representing Warrant Shares, deliver to Holder a new
            Warrant evidencing the rights of Holder to purchase the unpurchased
            Warrant Shares called for by this Warrant, which new Warrant shall
            in all other respects be identical with this Warrant.


                                      D-2
<PAGE>

                        (c) If at any time after one year from the date of
            issuance of this Warrant there is no effective registration
            statement registering the resale of the Warrant Shares by the
            Holder, this Warrant may also be exercised, at any time prior to the
            Termination Date, by means of a "cashless exercise" in which the
            Holder shall be entitled to receive a certificate for the number of
            Warrant Shares equal to the quotient obtained by dividing [(A-B)
            (X)] by (A), where:

                  (A) = the closing bid price on the trading day preceding
                        the date of such election;

                  (B) = the Exercise Price of the Warrants, as adjusted; and

                  (X) = the number of Warrant Shares issuable upon exercise
                        of the Warrants in accordance with the terms of this
                        Warrant.

                  4. No Fractional Shares or Scrip. No fractional shares or
scrip representing fractional shares shall be issued upon the exercise of this
Warrant. As to any fraction of a share which Holder would otherwise be entitled
to purchase upon such exercise, the Company shall pay a cash adjustment in
respect of such final fraction in an amount equal to such fraction multiplied by
the Exercise Price.

                  5. Charges, Taxes and Expenses. Issuance of certificates for
Warrant Shares shall be made without charge to the Holder for any issue or
transfer tax or other incidental expense in respect of the issuance of such
certificates, all of which taxes and expenses shall be paid by the Company, and
such certificates shall be issued in the name of the Holder or in such name or
names as may be directed by the Holder; provided, however, that in the event
certificates for Warrant Shares are to be issued in a name other than the name
of the Holder, this Warrant when surrendered for exercise shall be accompanied
by the Assignment Form attached hereto duly executed by the Holder; and the
Company may require, as conditions thereto, (1) the transferee to execute a
representation letter in form and substance reasonably satisfactory to the
Company and (2) the payment of a sum sufficient to reimburse the Company for any
transfer tax incidental thereto.

                  6. Closing of Books. The Company will not close its
stockholder books or records in any manner which prevents the timely exercise of
this Warrant, pursuant to the terms hereof.

                  7. Transfer, Division and Combination.

                        (a) Subject to compliance with any applicable securities
            laws and the conditions set forth in Sections 1 and 7(e) hereof,
            this Warrant and all rights hereunder are transferable, in whole or
            in part, upon surrender of this Warrant at the principal office of
            the Company, together with a written assignment of this Warrant
            substantially in the form attached hereto duly executed by the
            Holder or its agent or attorney and funds sufficient to pay any
            transfer taxes payable upon the making of such transfer. Upon such
            surrender and, if required, such payment, the Company shall execute
            and deliver a new Warrant or Warrants in the name of the assignee or
            assignees and in the denomination or denominations specified in such
            instrument of assignment, and shall issue to the assignor


                                      D-3
<PAGE>

            a new Warrant evidencing the portion of this Warrant not so
            assigned, and this Warrant shall promptly be cancelled. A Warrant,
            if properly assigned, may be exercised by a new holder for the
            purchase of Warrant Shares without having a new Warrant issued.

                        (b) This Warrant may be divided or combined with other
            Warrants upon presentation hereof at the aforesaid office of the
            Company, together with a written notice specifying the names and
            denominations in which new Warrants are to be issued, signed by the
            Holder or its agent or attorney. Subject to compliance with Section
            7(a), as to any transfer which may be involved in such division or
            combination, the Company shall execute and deliver a new Warrant or
            Warrants in exchange for the Warrant or Warrants to be divided or
            combined in accordance with such notice.

                        (c) The Company shall prepare, issue and deliver at its
            own expense (other than transfer taxes) the new Warrant or Warrants
            under this Section 7.

                        (d) The Company agrees to maintain, at its aforesaid
            office, books for the registration and the registration of transfer
            of the Warrants.

                        (e) If, at the time of the surrender of this Warrant in
            connection with any transfer of this Warrant, the transfer of this
            Warrant shall not be registered pursuant to an effective
            registration statement under the Securities Act and under applicable
            state securities or blue sky laws, the Company may require, as a
            condition of allowing such transfer (i) that the Holder or
            transferee of this Warrant, as the case may be, furnish to the
            Company a written opinion of counsel (which opinion shall be in
            form, substance and scope customary for opinions of counsel in
            comparable transactions) to the effect that such transfer may be
            made without registration under the Securities Act and under
            applicable state securities or blue sky laws, (ii) that the holder
            or transferee execute and deliver to the Company a representation
            letter in form and substance acceptable to the Company and (iii)
            that the transferee be an "accredited investor" as defined in Rule
            501(a) promulgated under the Securities Act.

                  8. No Rights as Shareholder until Exercise. This Warrant does
not entitle the Holder to any voting rights or other rights as a shareholder of
the Company prior to the exercise hereof. Upon the surrender of this Warrant and
the payment of the aggregate Exercise Price (or by means of a cashless
exercise), the Warrant Shares so purchased shall be and be deemed to be issued
to such Holder as the record owner of such shares as of the close of business on
the later of the date of such surrender or payment.

                  9. Loss, Theft, Destruction or Mutilation of Warrant. The
Company covenants that upon receipt by the Company of evidence reasonably
satisfactory to it of the loss, theft, destruction or mutilation of this Warrant
or any stock certificate relating to the Warrant Shares, and in case of loss,
theft or destruction, of indemnity or security reasonably satisfactory to it
(which, in the case of the Warrant, shall not include the posting of any bond),
and upon surrender and cancellation of such Warrant or stock certificate, if
mutilated, the Company will make and deliver a new Warrant or stock certificate
of like tenor and dated as of such cancellation, in lieu of such Warrant or
stock certificate.


                                      D-4
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                  10. Saturdays, Sundays, Holidays, etc. If the last or
appointed day for the taking of any action or the expiration of any right
required or granted herein shall be a Saturday, Sunday or a legal holiday, then
such action may be taken or such right may be exercised on the next succeeding
day that is not a Saturday, Sunday or legal holiday.

                  11. Adjustments of Exercise Price and Number of Warrant
Shares. The number and kind of securities purchasable upon the exercise of this
Warrant and the Exercise Price shall be subject to adjustment from time to time
upon the happening of any of the following. In case the Company shall (i) pay a
dividend in shares of Common Stock or make a distribution in shares of Common
Stock to holders of its outstanding Common Stock, (ii) subdivide its outstanding
shares of Common Stock into a greater number of shares, (iii) combine its
outstanding shares of Common Stock into a smaller number of shares of Common
Stock, or (iv) issue any shares of its capital stock in a reclassification of
the Common Stock, then the number of Warrant Shares purchasable upon exercise of
this Warrant immediately prior thereto shall be adjusted so that the Holder
shall be entitled to receive the kind and number of Warrant Shares or other
securities of the Company which it would have owned or have been entitled to
receive had such Warrant been exercised in advance thereof. Upon each such
adjustment of the kind and number of Warrant Shares or other securities of the
Company which are purchasable hereunder, the Holder shall thereafter be entitled
to purchase the number of Warrant Shares or other securities resulting from such
adjustment at an Exercise Price per Warrant Share or other security obtained by
multiplying the Exercise Price in effect immediately prior to such adjustment by
the number of Warrant Shares purchasable pursuant hereto immediately prior to
such adjustment and dividing by the number of Warrant Shares or other securities
of the Company resulting from such adjustment. An adjustment made pursuant to
this paragraph shall become effective immediately after the effective date of
such event retroactive to the record date, if any, for such event.

                  12. Reorganization, Reclassification, Merger, Consolidation or
Disposition of Assets. In case the Company shall reorganize its capital,
reclassify its capital stock, consolidate or merge with or into another
corporation (where the Company is not the surviving corporation or where there
is a change in or distribution with respect to the Common Stock of the Company),
or sell, transfer or otherwise dispose of all or substantially all its property,
assets or business to another corporation and, pursuant to the terms of such
reorganization, reclassification, merger, consolidation or disposition of
assets, shares of common stock of the successor or acquiring corporation, or any
cash, shares of stock or other securities or property of any nature whatsoever
(including warrants or other subscription or purchase rights) in addition to or
in lieu of common stock of the successor or acquiring corporation ("Other
Property"), are to be received by or distributed to the holders of Common Stock
of the Company, then the Holder shall have the right thereafter to receive, at
the option of the Holder, upon exercise of this Warrant, the number of shares of
Common Stock of the successor or acquiring corporation or of the Company, if it
is the surviving corporation, and Other Property receivable upon or as a result
of such reorganization, reclassification, merger, consolidation or disposition
of assets by a Holder of the number of shares of Common Stock for which this
Warrant is exercisable immediately prior to such event. In case of any such
reorganization, reclassification, merger, consolidation or disposition of
assets, the successor or acquiring corporation (if other than the Company) shall
expressly assume the due and punctual observance and performance of each and
every covenant and condition of this Warrant to be performed and observed by the
Company and all the obligations and liabilities hereunder, subject to such
modifications as may be deemed appropriate (as determined in good


                                      D-5
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faith by resolution of the Board of Directors of the Company) in order to
provide for adjustments of Warrant Shares for which this Warrant is exercisable
which shall be as nearly equivalent as practicable to the adjustments provided
for in this Section 12. For purposes of this Section 12, "common stock of the
successor or acquiring corporation" shall include stock of such corporation of
any class which is not preferred as to dividends or assets over any other class
of stock of such corporation and which is not subject to redemption and shall
also include any evidences of indebtedness, shares of stock or other securities
which are convertible into or exchangeable for any such stock, either
immediately or upon the arrival of a specified date or the happening of a
specified event and any warrants or other rights to subscribe for or purchase
any such stock. The foregoing provisions of this Section 12 shall similarly
apply to successive reorganizations, reclassifications, mergers, consolidations
or disposition of assets.

                  13. Voluntary Adjustment by the Company. The Company may at
any time during the term of this Warrant reduce the then current Exercise Price
to any amount and for any period of time deemed appropriate by the Board of
Directors of the Company.

                  14. Notice of Adjustment. Whenever the number of Warrant
Shares or number or kind of securities or other property purchasable upon the
exercise of this Warrant or the Exercise Price is adjusted, as herein provided,
the Company shall give notice thereof to the Holder, which notice shall state
the number of Warrant Shares (and other securities or property) purchasable upon
the exercise of this Warrant and the Exercise Price of such Warrant Shares (and
other securities or property) after such adjustment, setting forth a brief
statement of the facts requiring such adjustment and setting forth the
computation by which such adjustment was made.

                  15. Notice of Corporate Action. If at any time:

                        (a) the Company shall take a record of the holders of
            its Common Stock for the purpose of entitling them to receive a
            dividend or other distribution, or any right to subscribe for or
            purchase any evidences of its indebtedness, any shares of stock of
            any class or any other securities or property, or to receive any
            other right, or

                        (b) there shall be any capital reorganization of the
            Company, any reclassification or recapitalization of the capital
            stock of the Company or any consolidation or merger of the Company
            with, or any sale, transfer or other disposition of all or
            substantially all the property, assets or business of the Company
            to, another corporation or,

                        (c) there shall be a voluntary or involuntary
            dissolution, liquidation or winding up of the Company;

then, in any one or more of such cases (but not in such cases if the rights of
the Holder or holders of Common Stock will not be materially affected thereby,
as for example in the case of a merger to effect a change of domicile), the
Company shall give to Holder (i) at least 15 days' prior written notice of the
date on which a record date shall be selected for such dividend, distribution or
right or for determining rights to vote in respect of any such reorganization,
reclassification, merger, consolidation, sale, transfer, disposition,
liquidation or winding up, and (ii) in the case of any such reorganization,
reclassification, merger, consolidation, sale, transfer, disposition,


                                      D-6
<PAGE>

dissolution, liquidation or winding up, at least 15 days' prior written notice
of the date when the same shall take place. Such notice in accordance with the
foregoing clause also shall specify (i) the date on which any such record is to
be taken for the purpose of such dividend, distribution or right, the date on
which the holders of Common Stock shall be entitled to any such dividend,
distribution or right, and the amount and character thereof, and (ii) the date
on which any such reorganization, reclassification, merger, consolidation, sale,
transfer, disposition, dissolution, liquidation or winding up is to take place
and the time, if any such time is to be fixed, as of which the holders of Common
Stock shall be entitled to exchange their Warrant Shares for securities or other
property deliverable upon such disposition, dissolution, liquidation or winding
up. Each such written notice shall be sufficiently given if addressed to Holder
at the last address of Holder appearing on the books of the Company and
delivered in accordance with Section 17(d).

                  16. Authorized Shares. The Company covenants that during the
period the Warrant is outstanding, it will reserve from its authorized and
unissued Common Stock a sufficient number of shares to provide for the issuance
of the Warrant Shares upon the exercise of any purchase rights under this
Warrant. The Company further covenants that its issuance of this Warrant shall
constitute full authority to its officers who are charged with the duty of
executing stock certificates to execute and issue the necessary certificates for
the Warrant Shares upon the exercise of the purchase rights under this Warrant.
The Company will take all such reasonable action as may be necessary to assure
that such Warrant Shares may be issued as provided herein without violation of
any applicable law or regulation, or of any requirements of the trading market
upon which the Common Stock may be listed.

                        Except and to the extent as waived or consented to by
the Holder, the Company shall not by any action, including, without limitation,
amending its certificate of incorporation or through any reorganization,
transfer of assets, consolidation, merger, dissolution, issue or sale of
securities or any other voluntary action, avoid or seek to avoid the observance
or performance of any of the terms of this Warrant, but will at all times in
good faith assist in the carrying out of all such terms and in the taking of all
such actions as may be necessary or appropriate to protect the rights of Holder
as set forth in this Warrant against impairment. Without limiting the generality
of the foregoing, the Company will (a) not increase the par value of any Warrant
Shares above the amount payable therefor upon such exercise immediately prior to
such increase in par value, (b) take all such action as may be necessary or
appropriate in order that the Company may validly and legally issue fully paid
and nonassessable Warrant Shares upon the exercise of this Warrant, and (c) use
commercially reasonable efforts to obtain all such authorizations, exemptions or
consents from any public regulatory body having jurisdiction thereof as may be
necessary to enable the Company to perform its obligations under this Warrant.

                        Before taking any action which would result in an
adjustment in the number of Warrant Shares for which this Warrant is exercisable
or in the Exercise Price, the Company shall obtain all such authorizations or
exemptions thereof, or consents thereto, as may be necessary from any public
regulatory body or bodies having jurisdiction thereof.


                                      D-7
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                  17.      Miscellaneous.

                        (a) Jurisdiction. This Warrant shall constitute a
contract under the laws of New York, without regard to its conflict of law,
principles or rules.

                        (b) Restrictions. The Holder acknowledges that the
Warrant Shares acquired upon the exercise of this Warrant, if not registered,
will have restrictions upon resale imposed by state and federal securities laws.

                        (c) Nonwaiver and Expenses. No course of dealing or any
delay or failure to exercise any right hereunder on the part of Holder shall
operate as a waiver of such right or otherwise prejudice Holder's rights, powers
or remedies, notwithstanding all rights hereunder terminate on the Termination
Date. If the Company willfully and knowingly fails to comply with any provision
of this Warrant, which results in any material damages to the Holder, the
Company shall pay to Holder such amounts as shall be sufficient to cover any
costs and expenses including, but not limited to, reasonable attorneys' fees,
including those of appellate proceedings, incurred by Holder in collecting any
amounts due pursuant hereto or in otherwise enforcing any of its rights, powers
or remedies hereunder.

                        (d) Notices. Any notice, request or other document
required or permitted to be given or delivered to the Holder by the Company
shall be delivered in accordance with the notice provisions of the Subscription
Agreement.

                        (e) Limitation of Liability. No provision hereof, in the
absence of any affirmative action by Holder to exercise this Warrant or purchase
Warrant Shares, and no enumeration herein of the rights or privileges of Holder,
shall give rise to any liability of Holder for the purchase price of any Common
Stock or as a stockholder of the Company, whether such liability is asserted by
the Company.

                        (f) Remedies. Holder, in addition to being entitled to
exercise all rights granted by law, including recovery of damages, will be
entitled to specific performance of its rights under this Warrant. The Company
agrees that monetary damages would not be adequate compensation for any loss
incurred by reason of a breach by it of the provisions of this Warrant and
hereby agrees to waive the defense in any action for specific performance that a
remedy at law would be adequate.

                        (g) Successors and Assigns. Subject to applicable
securities laws, this Warrant and the rights and obligations evidenced hereby
shall inure to the benefit of and be binding upon the successors of the Company
and the successors and permitted assigns of Holder. The provisions of this
Warrant are intended to be for the benefit of all Holders from time to time of
this Warrant and shall be enforceable by any such Holder.

                        (h) Amendment. This Warrant may be modified or amended
or the provisions hereof waived with the written consent of the Company and the
Holder.

                        (i) Severability. Wherever possible, each provision of
this Warrant shall be interpreted in such manner as to be effective and valid
under applicable law, but if any


                                      D-8
<PAGE>

provision of this Warrant shall be prohibited by or invalid under applicable
law, such provision shall be ineffective to the extent of such prohibition or
invalidity, without invalidating the remainder of such provisions or the
remaining provisions of this Warrant.

                        (j) 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.

                              ********************


                                      D-9
<PAGE>

                  IN WITNESS WHEREOF, the Company has caused this Warrant to be
executed by its officer thereunto duly authorized.

Dated:  _____________, 2003
                                            HOME DIRECTOR, INC.

                                            By:_________________________________
                                               Name:
                                               Title:


                                      D-10
<PAGE>

                               NOTICE OF EXERCISE

To:      Home Director, Inc.

                  (1) The undersigned hereby elects to purchase ________
Warrant Shares of Home Director, Inc. pursuant to the terms of the attached
Warrant, and tenders herewith payment of the exercise price in full, together
with all applicable transfer taxes, if any.

                  (2) Payment shall take the form of (check applicable
box):

                        [ ] in lawful money of the United States; or

                        [ ] the cancellation of such number of Warrant Shares as
                        is necessary, in accordance with the formula set forth
                        in subsection 3(c), to exercise this Warrant with
                        respect to the maximum number of Warrant Shares
                        purchasable pursuant to the cashless exercise procedure
                        set forth in subsection 3(c).

                  (3) Please issue a certificate or certificates
representing said Warrant Shares in the name of the undersigned or in such other
name as is specified below:

                        Name:            _______________________________

                        Address:         _______________________________

                                         _______________________________

                        SS or Tax
                        ID number:       _______________________________

The Warrant Shares shall be delivered to the following:

                        _______________________________

                        _______________________________

                        _______________________________

                                            [Warrant holder]


                                            By:_________________________________
                                               Name:
                                               Title:

                                            Dated:  ________________________


                                      D-11
<PAGE>

                                 ASSIGNMENT FORM

                    (To assign the foregoing warrant, execute
                   this form and supply required information.
                 Do not use this form to exercise the warrant.)

                  FOR VALUE RECEIVED, the foregoing Warrant and all rights
evidenced thereby are hereby assigned to

_______________________________________________ whose address is

____________________________________________________________________.

____________________________________________________________________

                                                Dated:  ______________, _______


                  Holder's Signature:  _____________________________

                  Holder's Address:    _____________________________

                                       _____________________________

Signature Guaranteed:  ___________________________________________

NOTE: The signature to this Assignment Form must correspond with the name as it
appears on the face of the Warrant, without alteration or enlargement or any
change whatsoever, and must be guaranteed by a bank or trust company. Officers
of corporations and those acting in a fiduciary or other representative capacity
should file proper evidence of authority to assign the foregoing Warrant.


                                      D-12