Exhibit 10.34



Exhibit 10.34  Warrant agreement with Ron Coss dated October
3, 2002




THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS.  NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED
THERETO OR COMPLIANCE WITH AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS.


PRO-DEX, INC.


                                                                                                                                                   October
3, 2002


WARRANT TO PURCHASE

SHARES OF COMMON STOCK




        THIS CERTIFIES THAT, for value received, and subject to the
provisions and upon the terms and conditions hereinafter set forth, Ron Coss is
entitled to subscribe for and purchase, at an exercise price per share equal to$1.25 (as adjusted herein, the
"Warrant Price"), up to onehundred
thousand (100,000) shares of the fully paid and nonassessable Common Stock (as
adjusted herein) of PRO-DEX, INC., a Colorado corporation (the "Company").  As used herein, (i) "Date of Grant" shall
mean the date as set forth on the signature page hereof, and (ii) "Shares"
shall mean the Common Stock issued or issuable upon the exercise of this
Warrant.


        1.                 
Term.  The purchase right represented by this
Warrant is exercisable, in whole or in part, at any time and the date hereof
prior to the expiration date of June 30, 2009.


        2.                 
Method of
Exercise; Payment; Issuance of New Warrant.  Subject to Section 1 hereof, the purchase
right represented by this Warrant may be exercised by the holder, in whole or
in part and from time to time, by the surrender of this Warrant (with the
notice of exercise form attached hereto as Exhibit A duly executed) at
the principal office of the Company and by the payment to the Company, by
check, of an amount equal to the then applicable Warrant Price multiplied by
the number of Shares then being purchased. 
The person or persons in whose name(s) any certificate(s) representing
Shares shall be issuable upon exercise of this Warrant shall be deemed to have
become the holder(s) of record of, and shall be treated for all purposes as the
record holder(s) of, the shares represented thereby (and such shares shall be
deemed to have been issued) immediately prior to the close of business on the
date or dates upon which this Warrant is exercised.  This Warrant may not be subsequently assigned
by holder.  In the event of any exercise
of the rights represented by this Warrant, certificates for the shares of stock
so purchased shall be delivered to the holder hereof as soon as possible and in
any event within thirty days after such exercise and, unless this Warrant has
been fully exercised or expired, a new Warrant representing the portion of the
Shares, if any, with respect to which this Warrant shall not then have been
exercised shall also be issued to the holder hereof as soon as possible and in
any event within such thirty day period.






 


        3.                 
Adjustment of
Warrant Price and Number of Shares. 
The number and kind of securities purchasable upon the exercise of this
Warrant and the Warrant Price shall be subject to adjustment from time to time
upon the occurrence of certain events, as follows:




        (a)               
Reclassification
or Merger.  In case of any
reclassification, change or conversion of securities of the class issuable upon
exercise of this Warrant (other than a change in par value, or from par value
to no par value, or from no par value to par value, or as a result of a
subdivision or combination), or in case of any merger of the Company with or
into another corporation (other than a merger with another corporation in which
the Company is the acquiring and the surviving corporation and which does not
result in any reclassification or change of outstanding securities issuable
upon exercise of this Warrant), or in case of any sale of all or substantially
all of the assets of the Company, the Company, or such successor or purchasing
corporation, as the case may be, or its parent corporation, shall duly execute
and deliver to the holder of this Warrant a new Warrant (in form and substance
reasonably satisfactory to the holder of this Warrant), so that the holder of
this Warrant shall have the right to receive, at a total purchase price not to
exceed that payable upon the exercise of the unexercised portion of this
Warrant, and in lieu of the Shares theretofore issuable upon exercise of this
Warrant, the kind and amount of shares of stock, other securities, money and
property receivable upon such reclassification, change or merger by a holder of
the number of Shares then purchasable under this Warrant.  Such new Warrant shall provide for
adjustments that shall be as nearly equivalent as may be practicable to the
adjustments provided for in this Section 3. 
The provisions of this subparagraph (a) shall similarly apply to
successive reclassifications, changes, mergers, consolidations, transfers,
amendments and waivers.


        (b)              
Subdivision
or Combination of Shares.  If the
Company at any time while this Warrant remains outstanding and unexpired shall
subdivide or combine its outstanding Shares, the Warrant Price shall be
proportionately decreased in the case of a subdivision or increased in the case
of a combination, effective at the close of business on the date the
subdivision or combination becomes effective.


        (c)               
Stock
Dividends and Other Distributions. 
In case the Company shall make or issue, or shall fix a record date for
the determination of eligible holders entitled to receive, a dividend or other
distribution with respect to the Shares (or any shares of stock or other
securities at the time issuable upon exercise of the Warrant) payable in (a)
securities of the Company or (b) assets (excluding cash dividends paid or
payable solely out of retained earnings), then, in each such case, the holder
of this Warrant on exercise hereof at any time after the consummation,
effective date or record date of such dividend or other distribution, shall
receive, in addition to the Shares (or such other stock or securities) issuable
on such exercise prior to such date, and without the payment of additional
consideration therefor, the securities or such other assets of the Company to
which such Holder would have been entitled upon such date if such holder had
exercised this Warrant on the date hereof and had thereafter, during the period
from the date hereof to and including the date of such exercise, retained such
shares and/or all other additional stock available by it as aforesaid during
such period giving effect to all adjustments called for by this Section 3.


 


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        (d)              
Adjustment of
Number of Shares.  Upon each
adjustment in the Warrant Price, the number of Shares purchasable hereunder
shall be adjusted, to the nearest whole share, to the product obtained by
multiplying the number of Shares purchasable immediately prior to such
adjustment in the Warrant Price by a fraction, the numerator of which shall be
the Warrant Price immediately prior to such adjustment and the denominator of
which shall be the Warrant Price immediately thereafter.


        (e)               
Conversion of
Shares.  In the event that all of
the authorized and outstanding Shares are redeemed or converted or reclassified
into other securities or property pursuant to the Company's Certificate of
Incorporation or otherwise, or the Shares otherwise ceases to exist, then, in
such case, the Holder of this Warrant, upon exercise hereof at any time after
the date on which the Shares are so redeemed or converted, reclassified or
ceases to exist (the "Termination Date"), shall receive, in lieu of the number
of Shares that would have been issuable upon such exercise immediately prior to
the Termination Date, the securities or property that would have been received
if this Warrant had been exercised in full and the Shares received thereupon
had been simultaneously converted immediately prior to the Termination Date,
all subject to further adjustment as provided in this Warrant.  Additionally, the Warrant Price shall be
immediately adjusted to equal the quotient obtained by dividing (x) the
aggregate Warrant Price of the maximum number of Shares for which this Warrant
was exercisable immediately prior to the Termination Date by (y) the number of
Shares for which this Warrant is exercisable immediately after the Termination
Date, all subject to further adjustment as provided herein.





        4.                 
Notice of
Adjustments.  Whenever the
Warrant Price or the number of Shares purchasable hereunder shall be adjusted
pursuant to Section 3 hereof, the Company shall make a certificate signed by
its chief executive officer setting forth, in reasonable detail, the event
requiring the adjustment, the amount of the adjustment, the method by which
such adjustment was calculated, and the Warrant Price and the number of Shares
purchasable hereunder after giving effect to such adjustment, which shall be
sent pursuant to Section 12 hereof to the holder of this Warrant. 


        5.                 
Fractional
Shares.  No fractional Shares
will be issued in connection with any exercise hereunder, but in lieu of such
fractional Shares the Company shall make a cash payment therefor based on the
fair market value of the Shares on the date of exercise as reasonably
determined in good faith by the Company's Board of Directors.


        6.                 
Compliance
with Securities Act: Disposition of Warrant or Shares of Common Stock.  This Warrant may not be assigned or
transferred in whole or in part by the holder hereof.  The holder of this Warrant, by acceptance
hereof, agrees that this Warrant, and the Shares to be issued upon exercise
hereof are being acquired for investment and that such holder will not offer,
sell or otherwise dispose of this Warrant, or any Shares to be issued upon
exercise hereof except under circumstances which will not result in a violation
of the Securities Act of 1933, as amended (the "Act").  This Warrant and all Shares issued upon
exercise of this Warrant (unless registered under the Act) shall be stamped or
imprinted with a legend in substantially the following form:


 


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"THE SECURITIES EVIDENCED HEREBY HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE
SECURITIES LAWS.  NO SALE OR DISPOSITION
MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION
STATEMENT RELATED THERETO OR COMPLIANCE WITH AN EXEMPTION FROM SUCH
REGISTRATION REQUIREMENTS". 


  




        7.                 
Rights as
Stockholders; Information.  No
holder of this Warrant, as such, shall be entitled to vote or receive dividends
or be deemed the holder of Shares or any other securities of the Company which
may at any time be issuable on the exercise hereof for any purpose, nor shall
anything contained herein be construed to confer upon the holder of this
Warrant, 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 receive notice of meetings, or to
receive dividends or subscription rights or otherwise until this Warrant shall
have been exercised and the Shares purchasable upon the exercise hereof shall
have become deliverable, as provided herein. 
Notwithstanding the foregoing, the Company will transmit to the holder
of this Warrant such information, documents and reports as are generally
distributed to the holders of any class or series of the securities of the
Company concurrently with the distribution thereof to the stockholders.


        8.                 
Right to
Convert Warrant into Shares; Net Issuance.




        (a)               
Right to
Convert.  In addition to and
without limiting the rights of the holder under the terms of this Warrant, the
holder shall have the right to convert this Warrant or any portion thereof (the
"Conversion Right") into Shares as provided in this Section 8 at any time or
from time to time during the term of this Warrant.  Upon exercise of the Conversion Right with
respect to a particular number of shares subject to this Warrant (the
"Converted Warrant Shares"), the Company shall deliver to the holder (without
payment by the holder of any exercise price or any cash or other consideration)
(X) that number of shares of fully paid and nonassessable Shares equal to the
quotient obtained by dividing the value of this Warrant (or the specified
portion hereof) on the Conversion Date (as hereinafter defined), which value
shall be determined by subtracting (A) the aggregate Warrant Price of the
Converted Warrant Shares immediately prior to the exercise of the Conversion Right
from (B) the aggregate fair market value of the Converted Warrant Shares
issuable upon exercise of this Warrant (or the specified portion hereof) on the
Conversion Date (as herein defined) by (Y) the fair market value of one Share
on the Conversion Date (as herein defined).


 


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Expressed as a formula, such conversion shall be computed as
follows:


X  =  
B-A

            Y


Where:       X         =          The
number of Shares that may be issued to holder.


                  Y
        =          The
fair market value (FMV) of one Share.


                  A
        =          The
aggregate Warrant Price (i.e., Converted Warrant Shares x Warrant Price).


                  B
         =          The
aggregate FMV (i.e., FMV x Converted Warrant Shares).


        No fractional shares shall be issuable upon exercise of the
Conversion Right, and, if the number of shares to be issued determined in
accordance with the foregoing formula is other than a whole number, the Company
shall pay to the holder an amount in cash equal to the fair market value of the
resulting fractional share on the Conversion Date (as hereinafter defined).  All references herein to an "exercise" of the
Warrant shall include an exchange pursuant to this Section 8.


        9.                 
Method of
Exercise.  The Conversion Right
may be exercised by the holder by the surrender of this Warrant at the
principal office of the Company together with a notice of exercise
substantially in the form attached hereto as Exhibit A-1, specifying that the
holder thereby intends to exercise the Conversion Right and indicating the
number of shares subject to this Warrant that are being surrendered (referred
to in subsection (a) hereof as the Converted Warrant Shares) in exercise of the
Conversion Right.  Such conversion shall
be effective upon receipt by the Company of this Warrant together with the
aforesaid notice of exercise, or on such later date as is specified therein (the
"Conversion Date"), and, at the election of the holder hereof, may be made
contingent upon the closing of the sale of the Company's Common Stock to the
public in a public offering pursuant to a Registration Statement under the Act
(a "Public Offering").  Certificates for
the shares issuable upon exercise of the Conversion Right and, if applicable, a
new Warrant evidencing the balance of the shares remaining subject to this
Warrant, shall be issued as of the Conversion Date and shall be delivered to
the holder within thirty days following the Conversion Date.


        10.             
Determination
of Fair Market Value.  For
purposes of this Section 8, "fair market value" of a Share as of a particular
date (the "Determination Date") shall mean:




        (a)               
If the Conversion Right is exercised in connection with
and contingent upon a Public Offering, and if the Company's Registration
Statement relating to such Public Offering ("Registration Statement") has been
declared effective by the Securities and Exchange Commission, then the initial
"Price to Public" specified in the final prospectus with respect to such
offering.


        (b)              
If the Conversion Right is not exercised in connection
with and contingent upon a Public Offering, then as follows:


        (c)               
If traded on a securities exchange or The Nasdaq Stock
Market, the fair market value of the Common Stock shall be deemed to be the
average of the closing or last reported sale prices of the Common Stock on such
exchange or market over the thirty day period ending five business days prior
to the Determination Date, and the fair market value of the Shares shall be
deemed to be such fair market value of the Common Stock;


 


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        (d)              
If otherwise traded in an over-the-counter market, the
fair market value of the Common Stock shall be deemed to be the average of the
closing ask prices of the Common Stock over the thirty day period ending five
business days prior to the Determination Date, and the fair market value of the
Shares shall be deemed to be such fair market value of the Common Stock; and


        (e)               
If there is no public market for the Common Stock, then
fair market value shall be the price reasonably determined in good faith by the
Board of Directors of the Company.





        11.             
Reservation
of Common Stock.  The Company
hereby covenants that at all times following the date hereof there shall be
reserved for issuance and delivery upon exercise of this Warrant such number of
Shares as are from time to time issuable upon exercise of this Warrant.  The Company hereby further covenants that
from time to time following the date hereof, the Company will take all steps
necessary to amend its Certificate of Incorporation to provide sufficient
reserves of Shares issuable upon exercise of this Warrant.  All such shares shall be duly authorized, and
when issued upon such exercise, shall be validly issued, fully paid and
non-assessable, free and clear of all liens, security interests, charges and
other encumbrances or restrictions on sale and free and clear of all preemptive
rights, except encumbrances or restrictions arising under federal or state
securities laws.  


        12.             
Modification
and Waiver.  This Warrant and any
provision hereof may be changed, waived, discharged or terminated only by an
instrument in writing signed by the party against which enforcement of the same
is sought.


        13.             
Market
Standoff.  The holder of this
Warrant hereby agrees not to sell, transfer or otherwise dispose of any part of
this Warrant or any shares acquired pursuant hereto during a period specified
by the representative of the underwriters of the Company's initial public
offering (not to exceed 180 days) following the effectiveness of such initial
public offering, and such holder further agrees that the Company may impose
stop-transfer instructions with respect to such securities during such period.


        14.             
Notices.  Any notice, request, communication or other
document required or permitted to be given or delivered to the holder hereof or
the Company shall be delivered, or shall be sent by certified or registered
mail, postage prepaid, to each such holder at its address as shown on the books
of the Company or to the Company at the address indicated therefor on the
signature page of this Warrant.


        15.             
Binding
Effect on Successors.  Until the
issuance of any new Warrant required to be issued under Section 3(a), this
Warrant shall be binding upon any corporation that issues securities in
exchange for securities of the class issuable upon exercise of this Warrant in
connection with any merger, consolidation or acquisition of all or
substantially all of the Company's assets, and all of the obligations of the
Company relating to the Shares issuable upon the exercise or conversion of this
Warrant shall survive the exercise, conversion and termination of this Warrant
and all of the covenants and agreements of the Company shall inure to the
benefit of the holder hereof. The Company will, at the time of the exercise or
conversion of this Warrant, in whole or in part, upon request of the holder
hereof but at the Company's expense, acknowledge in writing its continuing
obligation to the holder hereof in respect of any rights (including, without
limitation, any right to registration of the shares) to which the holder hereof
shall continue to be entitled after such exercise or conversion in accordance
with this Warrant; provided, that the failure of the holder hereof to make any
such request shall not affect the continuing obligation of the Company to the
holder hereof in respect of such rights.


 


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        16.             
Lost Warrants
or Stock Certificates.  The
Company covenants to the holder hereof that, upon receipt of evidence
reasonably satisfactory to the Company of the loss, theft, destruction or
mutilation of this Warrant or any stock certificate and, in the case of any
such loss, theft or destruction, upon receipt of an indemnity reasonably
satisfactory to the Company, or in the case of any such mutilation upon
surrender and cancellation of such Warrant or stock certificate, the Company
will make and deliver a new Warrant or stock certificate, of like tenor, in
lieu of the lost, stolen, destroyed or mutilated Warrant or stock certificate.


        17.             
Descriptive Headings.  The descriptive headings of the several
paragraphs of this Warrant are inserted for convenience only and do not
constitute a part of this Warrant.


        18.             
Governing Law.  This Warrant shall be construed and enforced
in accordance with, and the rights of the parties shall be governed by, the
internal laws of the State of California without regard to its conflicts of
laws principles.


        19.             
Survival.  All agreements of the Company and the holder
hereof contained herein shall survive indefinitely until, by their respective
terms, they are no longer operative.


        20.             
Remedies.  In case any one or more of the covenants and
agreements contained in this Warrant shall have been breached, the holders
hereof (in the case of a breach by the Company), or the Company (in the case of
a breach by a holder), may proceed to protect and enforce their or its rights
either by suit in equity and/or by action at law, including, but not limited
to, an action for damages as a result of any such breach and/or an action for
specific performance of any such covenant or agreement contained in this
Warrant.


        21.             
Acceptance.  Receipt of this Warrant by the holder hereof
shall constitute acceptance of and agreement to the foregoing terms and
conditions.


        22.             
No Impairment
of Rights.  The Company will not,
by amendment of its Certificate of Incorporation or through any other means,
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 action as may be necessary or
appropriate in order to protect the rights of the holder of this Warrant
against impairment.  Without limiting the
generality of the foregoing, the Company (a) will not increase the par value of
any shares of stock issuable upon the exercise of this Warrant above the amount
payable therefor upon such exercise, and (b) will take all such action as may
be necessary or appropriate in order that the Company may validly and legally
issue fully paid and non-assessable Shares upon exercise of this Warrant.


        23.             
Severability.  If any term, provision, covenant, or
restriction of this Warrant is held by a court of competent jurisdiction to be
invalid, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions of this Warrant shall remain in full force and
effect and shall in no way be affected, impaired or invalidated.


 


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        24.             
Notices of
Record Date.  In case:




        (a)               
the Company shall take a record of the holders of its
Common Stock for the purpose of entitling them to receive any dividend or other
distribution, or any right to subscribe for or purchase any shares of stock of
any class or any other securities or to receive any other right; or of any
consolidation or merger of the Company with or into another corporation, any
capital reorganization of the Company, any reclassification of the capital
stock of the Company, or any conveyance of all or substantially all of the
assets of the Company to another corporation in which holders of the Company's
stock are to receive stock, securities or property of another corporation; or


        (b)              
of any voluntary dissolution, liquidation or winding-up
of the Company; or


        (c)               
of any redemption or conversion of all outstanding
Common Stock.





then, and in each such case, the Company will mail or cause
to be mailed to the holder of this Warrant a notice specifying, as the case may
be, (i) the date on which a record is to be taken for the purpose of such
dividend, distribution or right, or (ii) the date on which such reorganization,
reclassification, consolidation, merger, conveyance, dissolution, liquidation,
winding-up, redemption or conversion is to take place, and the time, if any is
to be fixed, as of which the holders of record of Common Stock shall be
entitled to exchange their shares of Common Stock, for securities or other
property deliverable upon such reorganization, reclassification, consolidation,
merger, conveyance, dissolution, liquidation or winding-up.  Such notice shall be delivered at least seven
(7) days prior to the date therein specified.


Date
of Grant:  September 28, 2002                 




ACKNOWLEDGED AND AGREED:                        PRO-DEX,
INC.
                                                                        

______________________________                        _______________________________


Signature                                                                      Patrick
Johnson                                    


Ronald Coss                                                                 CEO/President


 


 


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EXHIBIT A


NOTICE OF EXERCISE


To:       PRO-DEX, INC.


        1.         The undersigned
hereby elects to purchase __________ shares of Common Stock of PRO-DEX, INC.
pursuant to the terms of the attached Warrant, and tenders herewith payment of
the purchase price of such shares in full.


        2.         Please issue a
certificate or certificates representing said shares in the name of the
undersigned or in such other name or names as are specified below:


______________________________

(Name)



______________________________

(Address)


        3.         The undersigned
represents that the aforesaid shares are being acquired for the account of the
undersigned for investment and not with a view to, or for resale in connection
with, the distribution thereof and that the undersigned has no present
intention of distributing or reselling such shares.  In support thereof, the undersigned has
executed an Investment Representation Statement attached hereto as Schedule 1.


                                                                                                                                                            
                                                                        Signature


                                                                                                                                                            
                                                                        Date






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EXHIBIT A-1


NOTICE OF EXERCISE OF NET ISSUANCE CONVERSION RIGHTS


To:       PRO-DEX, INC.


        1.         The undersigned,
the registered holder of the Warrant delivered herewith (the "Warrant"), hereby
elects to exercise the Conversion Right (as defined in Section 8 of the
Warrant) as provided herein.  __________
shares subject to the Warrant are being surrendered hereby in exercise of the
Conversion Right.  The number of shares
to be issued pursuant to this exercise shall be determined by reference to the
formula in Section 8(a) of the Warrant, which requires the use of the "fair market
value" of the Company's stock.  As of the
Determination Date (as defined in the Warrant), the "fair market value" of one
of the Shares shall be determined in the manner provided in Section 8(c) of the
Warrant, which amount has been determined by the undersigned (or agreed to by
the holder of the Warrant and PRO-DEX, INC.) to be $_____ per share.  Therefore, ___________ shares are to be
issued to the undersigned pursuant to this exercise.


        2.         Please issue a
certificate or certificates representing said shares in the name of the
undersigned or in such other name or names as are specified below:


_______________________________

(Name)



_______________________________

(Address)


        3.         The undersigned
represents that the aforesaid shares are being acquired for the account of the
undersigned for investment and not with a view to, or for resale in connection
with, the distribution thereof and that the undersigned has no present
intention of distributing or reselling such shares.  In support thereof, the undersigned has
executed an Investment Representation Statement attached hereto as Schedule l.


                                                                                                                                                            
                                                                        Signature


                                                                                                                                                            
                                                                        Date

















Schedule 1


INVESTMENT REPRESENTATION STATEMENT


Purchaser:        


Company:         PRO-DEX,
INC.


Security:           


Amount:           


Date:    


        In connection with the purchase of the above-listed securities
(the "Securities"), the undersigned (the "Purchaser") represents to the Company
as follows:


        (a)        The Purchaser is
aware of the Company's business affairs and financial condition, and has
acquired sufficient information about the Company to reach an informed and
knowledgeable decision to acquire the Securities.  The Purchaser is purchasing the Securities
for its own account for investment purposes only and not with a view to, or for
the resale in connection with, any "distribution" thereof for purposes of the
Securities Act of 1933, as amended (the "Act").


        (b)        The Purchaser
understands that the Securities have not been registered under the Securities
Act in reliance upon a specific exemption therefrom, which exemption depends
upon, among other things, the bona fide nature of the Purchaser's investment
intent as expressed herein.  In this
connection, the Purchaser understands that, in the view of the Securities and
Exchange Commission ("SEC"), the statutory basis for such exemption may be
unavailable if the Purchaser's representation was predicated solely upon a
present intention to hold these Securities for the minimum capital gains period
specified under tax statutes, for a deferred sale, for or until an increase or
decrease in the market price of the Securities, or for a period of one year or
any other fixed period in the future.


        (c)        The Purchaser
further understands that the Securities must be held indefinitely unless
subsequently registered under the Act or unless an exemption from registration
is otherwise available.  Moreover, the
Purchaser understands that the Company is under no obligation to register the
Securities except as set forth in the Warrant under which the Securities are
being acquired.  In addition, the
Purchaser understands that the certificate evidencing the Securities will be
imprinted with the legend referred to in the Warrant under which the Securities
are being purchased.


        (d)        The Purchaser is
aware of the provisions of Rule 144 and 144A, promulgated under the Act, which,
in substance, permit limited public resale of "restricted securities" acquired,
directly or indirectly, from the issuer thereof (or from an affiliate of such
issuer), in a non-public offering subject to the satisfaction of certain
conditions, if applicable, including, among other things: The availability of
certain public information about the Company, the resale occurring not less
than one year after the party has purchased and paid for the securities to be
sold; the sale being made through a broker in an unsolicited "broker's transaction"
or in transactions directly with a market maker (as said term is defined under
the Securities Exchange Act of 1934, as amended) and the amount of securities
being sold during any three-month period not exceeding the specified
limitations stated therein.






 


        (e)        The Purchaser
further understands that at the time it wishes to sell the Securities there may
be no public market upon which to make such a sale, and that, even if such a
public market then exists, the Company may not be satisfying the current public
information requirements of Rule 144 and 144A, and that, in such event, the
Purchaser may be precluded from selling the Securities under Rule 144 and 144A
even if the one-year minimum holding period had been satisfied.


        (f)         The Purchaser
further understands that in the event all of the requirements of Rule 144 and
144A are not satisfied, registration under the Act, compliance with Regulation
A, or some other registration exemption will be required; and that,
notwithstanding the fact that Rule 144 is not exclusive, the Staff of the SEC
has expressed its opinion that persons proposing to sell private placement
securities other than in a registered offering and otherwise than pursuant to
Rule 144 will have a substantial burden of proof in establishing that an exemption
from registration is available for such offers or sales, and that such persons
and their respective brokers who participate in such transactions do so at
their own risk.




Purchaser:                                                                                                                                            


Date:    _______________,
____