EXHIBIT 10.23
WARRANT 
GOLDMAN SACHS & CO
"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 (i) AN EFFECTIVE REGISTRATION STATEMENT RELATED 
THERETO, (ii) AN OPINION OF COUNSEL FOR THE HOLDER, REASONABLY SATISFACTORY TO 
THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED, (iii) OTHERWISE COMPLYING 
WITH THE PROVISIONS OF SECTION 7 OF THE WARRANT UNDER WHICH THESE SECURITIES 
WERE ISSUED DIRECTLY OR INDIRECTLY." 
CTC COMMUNICATIONS CORP.
WARRANT TO PURCHASE  662,600 SHARES
OF COMMON STOCK 
CTC COMMUNICATIONS CORP., a Massachusetts corporation (the "Company"), hereby 
certifies that, for value received, Goldman Sachs & Co., a New York limited 
partnership, or its registered transferees, successors or assigns (each, a 
"holder"), is the registered holder of warrants (the "Warrants") to subscribe 
for and purchase Six Hundred Sixty Two Thousand and Six Hundred (662,600) 
shares of the fully paid and nonassessable Common Stock (as adjusted pursuant 
to Section 4 hereof, the "Warrant Shares") of the Company, at a purchase price 
per share equal to Six Dollars and Seventy-Five Cents ($6.75) (such price, as 
adjusted pursuant to Section 4 hereof, the "Warrant Price"), subject to the 
provisions and upon the terms and conditions hereinafter set forth.  As used 
herein, (a) the term "Common Stock" shall mean the Company's presently 
authorized Common Stock, par value $0.01 per share, and any stock into or for 
which such Common Stock may hereafter be converted or exchanged, (b) the term 
"Date of Grant" shall mean September 1, 1998, and (c) the term "Other 
Warrants" shall mean any warrant issued upon transfer or partial exercise of 
this Warrant.  The term "Warrant" as used herein shall be deemed to include 
Other Warrants unless the context hereof or thereof clearly requires 
otherwise. 
This Warrant and the warrant of even date herewith, issued to Fleet National 
Bank ("Fleet") for 311,812 shares of Common Stock (the "Fleet Warrant"), are 
being issued pursuant to that certain Loan and Security Agreement (the "Loan 
Agreement") of even date herewith by and among the Company, Goldman Sachs 
Credit Partners L.P., and Fleet.  As used herein, (a) the term "Series 
Warrants" shall mean this Warrant and the Fleet Warrant collectively, and (b) 
the term "Series Warrant Shares" shall mean the aggregate of the shares of 
Common Stock issuable upon the exercise of this Warrant and the Fleet Warrant 
(which amount initially totals 974,412 shares).
1. Term.  The purchase right represented by this Warrant is exercisable, in 
whole or in part, at any time and from time to time from the Date of Grant 
through and including the close of business on September 1, 2003 (the 
"Expiration Date"); provided, however, that in the event that any portion of 
this Warrant is unexercised as of the Expiration Date, the terms of Section 
2(b) below shall apply.

2. Exercise
	a.  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 hereof, 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, except as otherwise provided for herein, and by the payment to the 
Company of an amount equal to the then applicable Warrant Price multiplied by 
the number of Warrant Shares then being purchased.  The person or persons in 
whose name(s) any certificate(s) representing shares of Common Stock 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 if exercised prior to the close of 
business on such date;  otherwise, the date of  record shall be the next 
business day.  In the event of any exercise of the rights represented by this 
Warrant, certificates for the shares of Common Stock so purchased shall be 
delivered to the holder hereof as soon as possible and in any event within 
thirty (30) days after such exercise and, unless this Warrant has been fully 
exercised (including without limitation, exercise pursuant to Section 2(b) 
below), a new Warrant representing the portion of the Warrant 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 (30)-day period.
	(b)  Automatic Exercise.  In the event that any portion of this Warrant 
remains unexercised as of the Expiration Date and the fair market value 
(determined in accordance with Section 4(h) below) of one share of Common 
Stock as of the Expiration Date is greater than the applicable Warrant Price 
as of the Expiration Date, then this Warrant shall be deemed to have been 
exercised automatically immediately prior to the close of business on the 
Expiration Date (or, in the event that the Expiration Date is not a business 
day, the immediately preceding business day) (the "Automatic Exercise Date"), 
and the person entitled to receive the shares of Common Stock issuable upon 
such exercise shall be treated for all purposes as the holder of record of 
such Warrant Shares as of the close of business on such Automatic Exercise 
Date.  This Warrant shall be deemed to be surrendered to the Company on the 
Automatic Exercise Date by virtue of this Section 2(b) and without any action 
by the holder of this Warrant or any other person, and payment to the Company 
of the then applicable Warrant Price multiplied by the number of Warrant 
Shares then being purchased shall be deemed to be made pursuant to the terms 
of Section 2(c) below (without payment by the holder of any exercise price or 
any cash or other consideration).  As promptly as practicable on or after the 
Automatic Exercise Date and in any event within thirty (30) days thereafter, 
the Company at its expense shall issue and deliver to the person or persons 
entitled to receive the same a certificate or certificates for the number of 
Warrant Shares issuable upon such exercise.

	c.  Right to Convert Warrant into Common Stock; Net Issuance.
		(1)  Right to Convert.  
In addition to and without limiting the rights of the holder hereof 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 of Common Stock as 
provided in this Section 2(c) at any time or from time to time during the term 
of this Warrant.  Upon exercise of the Conversion Right with respect to all or 
a specified portion 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) that number 
of shares of fully paid and nonassessable Common Stock equal to the quotient 
obtained by dividing (i) the value of this Warrant (or the specified portion 
hereof) on the Conversion Date (as defined in Section 2(c)(2) hereof), which 
value shall be equal to (A) 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 less (B) the aggregate Warrant Price of 
the Converted Warrant Shares immediately prior to the exercise of the 
Conversion Right by (ii) the fair market value of one (1) share of Common 
Stock on the Conversion Date. 
Expressed as a formula, such conversion shall be computed as follows:
X  =  A - B/Y

Where:		X =	the number of shares of Common Stock that 
may be issued to the holder
Y =	the fair market value (FMV) of one (1) 
share of Common Stock
A =	the aggregate FMV (i.e., FMV x Converted 
Warrant Shares)
B =	the aggregate Warrant Price (i.e., 
Converted Warrant Shares x Warrant Price)
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.  For purposes of Section 9 of this 
Warrant, shares issued pursuant to the Conversion Right shall be treated as if 
they were issued upon the exercise of this Warrant. 
		(2)  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 written 
statement specifying that the holder thereby intends to exercise the 
Conversion Right and indicating the number of shares subject to this Warrant 
which are being surrendered (referred to in Section 2(c)(1) 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 written statement, or on such later date as is 
specified therein (the "Conversion Date").  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 (30) days following the Conversion Date.
		(3)  Determination of Fair Market Value.
For purposes of this Section 2(c), "fair market value" of a share of Common 
Stock shall have the meaning set forth in Section 4(h) below.
3.	Stock Fully Paid; Reservation of Shares.  
All Warrant Shares that may be issued upon the exercise of the rights 
represented by this Warrant will, upon issuance pursuant to the terms and 
conditions herein, be fully paid and nonassessable, and free from all taxes, 
liens, charges, and pre-emptive rights with respect to the issue thereof.  The 
Company shall pay all transfer taxes, if any, attributable to the issuance of 
the Warrant Shares upon the exercise of this Warrant.  During the period 
within which the rights represented by this Warrant may be exercised, the 
Company will at all times have authorized, and reserved for the purpose of the 
issue upon exercise of the purchase rights evidenced by this Warrant, a 
sufficient number of shares of its Common Stock to provide for the exercise of 
the rights represented by this Warrant. 
4.	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.  Adjustment for Initial Errors.  
The Company hereby acknowledges that the number of Warrant Shares constituting 
the initial number of securities purchasable upon the exercise of this Warrant 
(the "Exercise Quantity") was calculated based upon the Company's 
representation that the number of outstanding shares of Common Stock of the 
Company, calculated on a fully diluted basis using the treasury stock method 
as contemplated by the Accounting Principles Board Opinion No. 15 (as referred 
to in Statement of Financial Accounting Standards No. 128) (such shares as 
calculated on any date, the "Fully Diluted Shares"), as of the Date of Grant 
using an ending market price of $6.75 per share of Common Stock and before 
giving effect to the issuance of any of the Series Warrants or Series Warrant 
Shares, totaled 12,017,745 shares.  The calculation used by the Company in 
determining such amount is set forth in Exhibit B hereto.  If for any reason 
it shall hereafter be determined that the actual number of Fully Diluted 
Shares as of the Date of Grant differed from such amount, then the Company or 
the holder (whichever shall discover such error) shall notify the other of 
such determination and the Company shall forthwith reissue all of the 
outstanding Warrants with an appropriate proportional adjustment in said 
number to be effective from the Date of Grant, provided that such adjustment 
shall be made only if it results in an increase in the number of Warrant 
Shares hereunder.
	b.  Merger, Sale, Reclassification.  
In case of any (i) consolidation or merger (including a merger in which the 
Company is the surviving entity), (ii) sale or other disposition of all or 
substantially all of the Company's assets or distribution of property to 
stockholders (other than distributions payable out of earnings or retained 
earnings), or (iii) 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), then the Company shall take 
all necessary actions to ensure that thereafter 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 of Common Stock theretofore issuable upon exercise of this 
Warrant, the kind and amount of shares of stock, other securities, money and 
property receivable upon such consolidation, merger, sale or other 
disposition,  reclassification, change or conversion by a holder of the number 
of shares of Common Stock 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 4.  The 
provisions of this Section 4(b) shall similarly apply to successive 
reclassifications, changes and conversions. 
	c.  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 of Common Stock, 
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. 
	d.  Stock Dividends and Other Distributions.  
If the Company at any time while this Warrant is outstanding and unexpired 
shall (i) pay a dividend with respect to Common Stock payable in Common Stock, 
or (ii) make any other distribution with respect to Common Stock (except any 
distribution specifically provided for in Section 4(b), Section 4(c), or 
Section 4(e) hereof) of Common Stock, then the Warrant Price shall be 
adjusted, from and after the date of determination of stockholders entitled to 
receive such dividend or distribution, to that price determined by multiplying 
the Warrant Price in effect immediately prior to such date of determination by 
a fraction (i) the numerator of which shall be the total number of Fully 
Diluted Shares outstanding immediately prior to such dividend or distribution, 
and (ii) the denominator of which shall be the total number of Fully Diluted 
Shares outstanding immediately after such dividend or distribution. 
	e.  Special Distributions.  
In case the Company shall make any distribution (other than dividends and 
distributions referred to in Section 4(c) or Section 4(d) above and other than 
cash dividends) to all holders of shares of Common Stock (including any such 
distribution made in connection with a consolidation or merger in which the 
Company is the surviving corporation) of evidences of indebtedness, assets or 
subscription rights, options, warrants, or exchangeable or convertible 
securities containing the right to subscribe for or purchase shares of any 
class of equity securities of the Company, the Warrant Price to be in effect 
on and after the date of such distribution shall be adjusted by multiplying 
the Warrant Price in effect immediately prior to such record date by a 
fraction (i) the numerator of which shall be the fair market value per share 
of Common Stock on such record date (determined in accordance with Section 
4(h) below), less the fair market value (as determined by the Board of 
Directors of the Company in good faith as set forth in a duly adopted board 
resolution certified by the Company's Secretary or Assistant Secretary) of the 
portion of the assets or evidences of indebtedness so to be distributed or of 
such subscription rights, options, warrants, or exchangeable or convertible 
securities applicable to one (1) share of the Common Stock outstanding as of 
such record date, provided, that in the event the Board of Directors is unable 
to make such a determination or holders of at least fifty-one percent (51%) of 
the Series Warrant Shares issuable under outstanding Series Warrants disagree 
in writing with such determination (in the manner provided in Section 4(h) 
below), then the fair market value of such consideration shall be determined 
in the same manner as a Valuation under Section 4(h) below, and (ii) the 
denominator of which shall be such fair market value per share of Common Stock 
as determined in the manner set forth under Section 4(h) below.  Such 
adjustment shall be made successively whenever a distribution is made.  If the 
holder hereof has exercised all or any portion of this Warrant after the 
record date for a distribution covered by this paragraph, but prior to the 
date such distribution is made by the Company, then the Company shall make a 
distribution to the holder, concurrent with the distribution to stockholders, 
of such consideration that the holder would have been entitled to receive in 
connection with such distribution with respect to the shares issued on such 
exercise, had the holder exercised all or such portion of this Warrant 
immediately prior to such record date.
	f.  Other Issuances of Securities.  
		(1)  In case the Company or any subsidiary thereof shall, at any 
time after the Date of Grant, issue shares of Common Stock, or rights, 
options, warrants or convertible or exchangeable securities containing the 
right to subscribe for or purchase shares of Common Stock (excluding (i) 
shares, rights, options, warrants, or convertible or exchangeable securities 
outstanding on the Date of Grant, or issued in any of the transactions 
described in Sections 4(c), 4(d), and 4(e) above, (ii) shares issued upon the 
exercise of such rights, options or warrants or upon conversion or exchange of 
such convertible or exchangeable securities, (iii) the Series Warrants and any 
shares issued upon exercise thereof, (iv) up to Three Million Fifty-Eight 
Thousand Five Hundred Twenty-Six (3,058,526) shares of Common Stock issued or 
issuable to directors, officers, employees or consultants of the Company or 
any subsidiary in connection with their service as directors, officers, 
employees or consultants pursuant to any stock grant, stock option, warrant or 
other right (the "Employee Shares")), at a price per share of Common Stock 
(determined in the case of such rights, options, warrants, or convertible or 
exchangeable securities by dividing (x) the total amount received and/or 
receivable by the Company in consideration of the sale and issuance of such 
rights, options, warrants, or convertible or exchangeable securities, plus the 
total minimum consideration payable to the Company upon exercise, conversion, 
or exchange thereof by (y) the total maximum number of shares of Common Stock 
covered by such rights, options, warrants, or convertible or exchangeable 
securities) less than the fair market value per share of Common Stock 
(determined in accordance with Section 4(h) below) on the date the Company 
fixes the offering price of such shares, rights, options, warrants, or 
convertible or exchangeable securities, then the Warrant Price shall be 
adjusted so that it shall equal the price determined by multiplying the 
Warrant Price in effect immediately prior thereto by a fraction (i) the 
numerator of which shall be the sum of (A) the number of Fully Diluted Shares 
outstanding immediately prior to such sale and issuance plus (B) the number of 
shares of Common Stock which the aggregate consideration received (determined 
as provided above and below) for such sale or issuance would purchase at such 
fair market value per share, and (ii) the denominator of which shall be the 
total number of Fully Diluted Shares outstanding immediately after such sale 
and issuance.  Such adjustment shall be made successively whenever such an 
issuance is made.

		(2)  For the purposes of an adjustment under Section 4(f)(1), the 
maximum number of shares of Common Stock which the holder of any such rights, 
options, warrants or convertible or exchangeable securities shall be entitled 
to subscribe for or purchase shall be deemed to be issued and outstanding as 
of the date of such sale and issuance; furthermore, the consideration received 
by the Company therefor shall be deemed to be equal to the price per share of 
Common Stock (determined in the case of such rights, options, warrants, or 
convertible or exchangeable securities by dividing (x) the total amount 
received and/or receivable by the Company in consideration of the sale and 
issuance of such rights, options, warrants, or convertible or exchangeable 
securities, plus the total minimum consideration payable to the Company upon 
exercise, conversion, or exchange thereof by (y) the total maximum number of 
shares of Common Stock covered by such rights, options, warrants, or 
convertible or exchangeable securities) multiplied by the number of shares 
deemed issued and outstanding in the previous sentence.  In case the Company 
shall issue shares of Common Stock, or rights, options, warrants, or 
convertible or exchangeable securities containing the right to subscribe for 
or purchase shares of Common Stock, for a consideration consisting, in whole 
or in part, of consideration other than cash or its equivalent, then in 
determining the price per share of Common Stock and the consideration received 
by the Company for purposes of the first sentence of Section 4(f)(1), the 
Board of Directors of the Company shall determine, in good faith, the fair 
market value of said property, and such determination shall be described in a 
duly adopted board resolution certified by the Company's Secretary or 
Assistant Secretary, provided, that in the event the Board of Directors is 
unable to make such a determination or, in the case of, and solely to the 
extent that, any issuance constitutes an Affiliated Transaction as defined in 
Section 4(f)(3) below, holders of at least fifty-one percent (51%) of the 
Series Warrant Shares issuable under outstanding Series Warrants disagree in 
writing with such determination (in the manner provided in Section 4(h) 
below), then the fair market value of such consideration shall be determined 
in the same manner as a Valuation under Section 4(h) below.  In case the 
Company shall issue shares of Common Stock, or rights, options, warrants, or 
convertible or exchangeable securities containing the right to subscribe for 
or purchase shares of Common Stock, together with one (1) or more other 
securities as a part of a unit at a price per unit, then in determining the 
price per share of Common Stock and the consideration received by the Company 
for purposes of the first sentence of Section 4(f)(1), the Board of Directors 
of the Company shall determine, in good faith, which determination shall be 
described in a duly adopted board resolution certified by the Company's 
Secretary or Assistant Secretary, the fair market value of the rights, 
options, warrants, or convertible or exchangeable securities then being sold 
as part of such unit, provided, that in the event the Board of Directors is 
unable to make such a determination or, in the case of, and solely to the 
extent that, any issuance constitutes an Affiliated Transaction as defined in 
Section 4(f)(3) below, holders of at least fifty-one percent (51%) of the 
Series Warrant Shares issuable under outstanding Series Warrants disagree in 
writing with such determination (in the manner provided in Section 4(h) 
below), then the fair market value of such consideration shall be determined 
in the same manner as a Valuation under Section 4(h) below. 

		(3)  For purposes of this Section 4(f), an "Affiliated 
Transaction" shall mean any issuance of shares of Common  Stock, or rights, 
options, warrants or convertible or exchangeable securities containing the 
right to subscribe for or purchase shares of Common Stock, to (i) any officer 
or director of the Company or any member of the immediate family of such a 
person or (ii) any 10% or greater beneficial stockholder of the Company or any 
person who, to the Company's knowledge, is a member of the immediate family of 
such a stockholder (if such stockholder is a natural person), or to any 
partnership, corporation, limited liability company, business trust, joint 
stock company, trust, unincorporated association or joint venture which, 
directly or indirectly, is in control of, is controlled by, or is under common 
control with, (i) any officer or director of the Company or any member of the 
immediate family of such a person or (ii) any 10% or greater beneficial 
stockholder of the Company or any person who, to the Company's knowledge, is a 
member of the immediate family of such a stockholder (if such stockholder is a 
natural person).  For purposes of the preceding sentence, the term "control" 
shall mean the power, directly or indirectly, to (i) vote 51% or more of the 
voting securities of an entity, or (ii) direct or cause the direction of the 
management or policies of an entity as the trustee, general partner or 
managing member of such entity.  Notwithstanding the foregoing, no transaction 
or part thereof shall be considered an "Affiliated Transaction" if the 
securities or rights issued to any person described in the first sentence of 
this Section 4(f)(3) constitutes less than three percent (3%) of the aggregate 
securities and rights issued in such transaction.  

	g.  Adjustment of Number of Shares.  
Upon each adjustment in the Warrant Price, the number of Warrant Shares 
purchasable hereunder shall be adjusted, to the nearest whole share, to the 
product obtained by multiplying the number of Warrant 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. 
	h.  Determination of Fair Market Value.  
For purposes of those provisions of this Warrant requiring a determination in 
accordance with this Section 4(h), "fair market value" as of a particular date 
(the "Determination Date") shall mean (i) for any security if such security is 
traded on a national securities exchange (an "Exchange"), the weighted average 
(based on daily trading volume) of the mid-point between the daily high and 
low trading prices of the security on each of the last five (5) trading days 
prior to the Determination Date reported on such Exchange, (ii) for any 
security that is not traded on an Exchange but trades in the over-the-counter 
market and such security is quoted on the Nasdaq Stock Market ("NASDAQ"), (A) 
the weighted average (based on daily trading volume) of the mid-point between 
the daily high and low trading prices reported on NASDAQ on each of the last 
five (5) trading days (or if the relevant price or quotation did not exist on 
any of such days, the relevant price or quotation on the next preceding 
business day on which there was such a price or quotation) prior to the 
Determination Date, or (iii) for any security or any other asset, if no price 
can be determined on the basis of the above methods of valuation, then the 
judgment of valuation shall be determined in good faith by the Board of 
Directors of the Company, which determination shall be described in a duly 
adopted board resolution certified by the Company's Secretary or Assistant 
Secretary.  If the Board of Directors of the Company is unable to determine 
any Valuation (as defined below), or if (except in the case of a fair market 
value determination to the extent in connection with a non-Affiliated 
Transaction under Section 4(f)(2) above), the holders of at least fifty-one 
percent (51%) of all of the Series Warrant Shares issuable under outstanding 
Series Warrants (collectively, the "Requesting Holders") disagree with the 
Board's determination of any Valuation by written notice delivered to the 
Company within five (5) business days after the determination thereof by the 
Board of Directors of the Company is communicated to holders of the Warrants 
affected thereby, which notice specifies a majority-in-interest of the 
Requesting Holders' determination of such Valuation, then, unless the Company 
accepts the Valuation so proposed and the Company and a majority-in-interest 
of the Requesting Holders agree upon a valuation within five (5) business days 
thereafter, the Company and (in the event of a disagreement by the Requesting 
Holders) a majority-in-interest of the Requesting Holders shall select a 
mutually acceptable investment banking firm of national reputation which has 
not had a material relationship with the Company or any officer of the Company 
within the preceding two (2) years, which shall determine such Valuation.  
Such investment banking firm's determination of such Valuation shall be final, 
binding and conclusive on the Company and the holders of all of the Warrants 
issued hereunder and then outstanding, to the extent of the issuance or 
distribution to which such Valuation applies.  If the Board of Directors of 
the Company was unable to determine such Valuation, all costs and fees of such 
investment banking firm shall be borne by the Company.  If the Requesting 
Holders disagreed with the Board's determination of such Valuation, the party 
whose determination of such Valuation differed from the Valuation determined 
by such investment banking firm by the greatest amount shall bear all costs 
and fees of such investment banking firm.  For purposes of this Section 4(h), 
the term "Valuation" shall mean the determination, to be made initially by the 
Board of Directors of the Company, of the fair market value of any asset 
pursuant to clause (iii) above.
5.  Notice of Adjustments.  
Whenever the Warrant Price or the number of Warrant Shares purchasable 
hereunder shall be adjusted pursuant to Section 4 hereof, the Company shall 
make a certificate signed by its chief financial 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 Warrant Shares purchasable hereunder after 
giving effect to such adjustment, which shall be mailed (without regard to 
Section 13 hereof, by first class mail, postage prepaid) to the holder of this 
Warrant. 
6.  Fractional Shares.  
No fractional shares of Common Stock 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 (as determined in 
accordance with Section 4(h) above) of a share of Common Stock on the date of 
exercise.
7.  Compliance with Securities Act; Disposition of Warrant or Warrant Shares.
	a.  Compliance with Securities Act.  
The holder of this Warrant, by acceptance hereof, agrees that this Warrant and 
the shares of Common Stock 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 of Common Stock 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").  Upon 
exercise of this Warrant, the holder hereof shall confirm in writing, by 
executing the form attached as Schedule 1 to Exhibit A hereto, that the shares 
of Common Stock so purchased are being acquired for investment and not with a 
view toward distribution or resale.  This Warrant and all shares of Common 
Stock issued upon exercise of this Warrant (unless registered under the Act) 
shall be stamped or imprinted with a legend in substantially the following 
form: 
"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 (i) AN 
EFFECTIVE REGISTRATION STATEMENT RELATED THERETO, (ii) AN OPINION 
OF COUNSEL FOR THE HOLDER, REASONABLY SATISFACTORY TO THE COMPANY, 
THAT SUCH REGISTRATION IS NOT REQUIRED, (iii) OTHERWISE COMPLYING 
WITH THE PROVISIONS OF SECTION 7 OF THE WARRANT UNDER WHICH THESE 
SECURITIES WERE ISSUED DIRECTLY OR INDIRECTLY." 
In addition, in connection with the issuance of this Warrant, the holder 
specifically represents to the Company by acceptance of this Warrant as 
follows: 
		(1)  The holder is aware of the Company's business affairs and 
financial condition, and has acquired information about the Company sufficient 
to reach an informed and knowledgeable decision to acquire this Warrant.  The 
holder is acquiring this Warrant for its own account for investment purposes 
only and not with a view to, or for resale in connection with any 
"distribution" thereof for purposes of the Act. 

		(2)  The holder understands that this Warrant and the Warrant 
Shares have not been registered under the Act in reliance upon a specific 
exemption therefrom, which exemption depends upon, among other things, the 
bona fide nature of the holder's investment intent as expressed herein.  In 
this connection, the holder understands that, in the view of the Securities 
and Exchange Commission (the "SEC"), the statutory basis for such exemption 
may be unavailable if the holder's representation was predicated solely upon a 
present intention to hold the Warrant and the Warrant Shares for the minimum 
capital gains period specified under applicable tax laws, for a deferred sale, 
for or until an increase or decrease in the market price of the Warrant and 
the Warrant Shares, or for a period of one (1) year or any other fixed period 
in the future.

		(3)  The holder further understands that this Warrant and the 
Warrant Shares must be held indefinitely unless subsequently registered under 
the Act and any applicable state securities laws, or unless exemptions from 
registration are otherwise available. 

		(4)  The holder 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 (1) 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. 

		(5)  The holder further understands that at the time it wishes to 
sell this Warrant and the Warrant Shares 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 holder may be precluded 
from selling this Warrant and the Warrant Shares under Rule 144 and 144A even 
if the one (1)-year minimum holding period had been satisfied. 

		(6)  The holder 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 and 144A 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 and 144A 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.

	b.  Disposition of Warrant or Warrant Shares.  This Warrant and the 
Warrant Shares may be detached and transferred, in whole or in part, 
separately from the Loan Agreement.  With respect to any offer, sale or other 
disposition of this Warrant, or any Warrant Shares acquired pursuant to the 
exercise of this Warrant prior to the sale or disposition of such Warrant or 
Warrant Shares, the holder hereof and each subsequent holder of this Warrant 
agrees to give written notice to the Company prior thereto, describing briefly 
the manner thereof, together with a written opinion of such holder's counsel, 
if reasonably requested by the Company, to the effect that such offer, sale or 
other disposition may be effected without registration or qualification (under 
the Act as then in effect or any federal or state law then in effect) of this 
Warrant or such Warrant Shares and indicating whether or not under the Act 
certificates for this Warrant or such Warrant Shares to be sold or otherwise 
disposed of require any restrictive legend as to applicable restrictions on 
transferability in order to ensure compliance with applicable law.  Promptly 
upon receiving such written notice and reasonably satisfactory opinion, if so 
requested, the Company, as promptly as practicable, shall notify such holder 
that such holder may sell or otherwise dispose of this Warrant or such Warrant 
Shares, all in accordance with the terms of the notice delivered to the 
Company.  If a determination has been made pursuant to this Section 7(b) that 
the opinion of counsel for the holder is not reasonably satisfactory to the 
Company, the Company shall so notify the holder promptly after such 
determination has been made.  The foregoing notwithstanding, this Warrant or 
such Warrant Shares may, as to such federal laws, be offered, sold or 
otherwise disposed of in accordance with Rule 144 and 144A under the Act, 
provided that the Company shall have been furnished with such information as 
the Company may reasonably request to provide a reasonable assurance, 
including, where reasonably required, an opinion of counsel, that the 
provisions of Rule 144 and 144A have been satisfied.  Each certificate 
representing this Warrant or the Warrant Shares thus transferred (except a 
transfer pursuant to Rule 144) shall bear a legend as to the applicable 
restrictions on transferability in order to ensure compliance with such laws, 
unless in the aforesaid opinion of counsel for the holder, such legend is not 
required in order to ensure compliance with such laws.  The Company may issue 
stop transfer instructions to its transfer agent or, if acting as its own 
transfer agent, the Company may stop transfer on its corporate books, in 
connection with such restrictions.

8.  Rights as Stockholders; Information.  
Except as provided in Section 10.2 below, no holder of this Warrant, as such, 
shall be entitled to vote or receive dividends or be deemed the holder of 
Common Stock 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 the 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 Warrant Shares purchasable upon the exercise hereof shall have become 
deliverable, as provided herein.  The foregoing notwithstanding, 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. 
9.  Registration Rights.  
9.1  Demand Registration Rights.
	a.  Shelf Registration.  
The Company covenants and agrees that at any time after receipt of a 
written request (a "Shelf Registration Request") from the holder(s) of the 
Series Warrants and/or the Series Warrant Shares (collectively, the 
"Securityholders") constituting at least thirty percent (30%) of the Series 
Warrant Shares (determined on an as-exercised basis) not already sold pursuant 
to Section 9 of any Series Warrant or Rule 144 under the Act, to have the 
Company register the Series Warrant Shares for sale on a continuous basis 
pursuant to Rule 415 under the Act, then the Company shall: (i) promptly 
deliver written notice (the "Shelf Registration Notice") to all other 
Securityholders of the Company's receipt of the Shelf Registration Request; 
(ii) file with the SEC a registration statement on Form S-3 or any successor 
form or registration to such form, or, if the Company is ineligible for Form 
S-3, Form S-1 or any successor form of registration to such form, for an 
offering to be made on a continuous basis pursuant to Rule 415 (the "Shelf 
Registration Statement"), covering all of the outstanding Series Warrant 
Shares (determined on an as-exercised basis) (the "Registrable Securities"), 
within forty-five (45) days of delivery of the Shelf Registration Request, 
(iii) shall use its best efforts to cause such registration statement to be 
declared effective within one hundred and twenty (120) days of delivery of the 
Shelf Registration Notice and (iv) shall use its best efforts, including but 
not limited to the filing of any and all supplements and amendments to the 
Shelf Registration Statement required under applicable rules, regulations or 
instructions or reasonably requested by the holders of a majority of the 
shares then registered under the Shelf Registration Statement, to keep the 
Shelf Registration Statement continuously effective under the Act for 12 
months or such shorter period as may be requested by Securityholders 
representing a majority of the shares included in such registration.  The 
Company shall be obligated to effect only one registration under Section 
9.1(a) of the Series Warrants.  Notwithstanding the foregoing, the Company 
shall not be obligated to effect any registration pursuant to Section 9.1(a) 
of any Series Warrant if it has already effected two registrations under 
Section 9.1(b) of the Series Warrants.
	b.  Other Demand Registrations.  
The Company covenants and agrees that at any time after receipt of a written 
request (a "Demand Registration Request") from Securityholders holding at 
least thirty percent (30%) of the Registrable Securities not already sold 
pursuant to Section 9 of any Series Warrant or Rule 144 under the Act, stating 
that such Securityholders desire and intend to have the Company register all 
or a portion of the Registrable Securities held by them on Form S-3, or any 
successor form of registration to such form, or, if the Company is ineligible 
therefore, Form S-1, or any successor form of registration to such form, the 
Company shall give notice (the "Registration Notice") to all of the 
Securityholders within thirty (30) days of the Company's receipt of such 
registration request, the Company shall cause to be included in such 
registration all Registrable Securities requested to be included therein by 
any such Securityholder within fifteen (15) days after such Registration 
Notice is effective (subject to the provisions of the final sentence of this 
Section 9.1(b)).   After such fifteen (15)-day period, the Company shall file 
as promptly as practicable a registration statement and use its reasonable 
best efforts to cause such registration statement to become effective under 
the Act and remain effective for six (6) months or such shorter period as may 
be required if all such Registrable Securities covered by such registration 
statement are sold prior to the expiration of such six (6)-month period; 
provided, however, that the Company shall not be obligated to effect any such 
registration pursuant to this Section 9.1(b) after the Company has effected 
(i) two (2) registrations pursuant to Section 9.1(b) of the Series Warrants or 
(ii) one (1) registration pursuant to Section 9.1(a) of any Series Warrant and 
one (1) registration pursuant to Section 9.1(b) of any Series Warrant.  For 
purposes of this Section 9, a registration shall not be deemed to have been 
effected unless a requested registration statement has been declared effective 
and, subject to Section 9.3(b) hereof, remained effective for a period of six 
(6) months (or such shorter period as is permitted in the second sentence of 
this Section 9.1(b)).  The foregoing notwithstanding, in the event of an 
underwritten offering pursuant to this Section 9.1(b), if the managing 
underwriter of such offering shall advise the Securityholders in writing that, 
in its opinion, the distribution of a specified portion of the securities 
requested to be included in the registration would materially adversely affect 
the distribution of such securities by increasing the aggregate amount of the 
offering in excess of the maximum amount of securities which such managing 
underwriter believes can reasonably be sold in the contemplated distribution, 
then the securities to be included in the registration shall be reduced in the 
following order:  (i) first, securities proposed to be included by the Company 
and securities that are not Registrable Securities shall be excluded as 
determined by the Company and (ii) second, Registrable Securities will be 
excluded pro rata among all of the Registrable Securities requested to be 
included therein.  For purposes of this Section 9.1(b), the Securityholders 
who have requested registration of Common Stock to be acquired upon the 
exercise of Warrants not theretofore exercised shall furnish the Company with 
an undertaking that they or the underwriters or other persons to whom such 
Warrants will be transferred have undertaken to exercise such Warrants and to 
sell, transfer or otherwise dispose of the Shares received upon exercise of 
such Warrants in such registration.
9.2  Incidental Registration
	a.  Subject to Section 9.2(b) below, the Company covenants and agrees 
that in the event the Company proposes after the Date of Grant to file a 
registration statement under the Act with respect to any of its equity 
securities (other than pursuant to registration statements on Form S-4 or 
Form S-8 or any successor or similar forms and other than registrations 
pursuant to Section 9.1), whether or not for its own account, then the Company 
shall give written notice of such proposed filing to all Securityholders 
promptly (and in any event at least twenty (20) days before the anticipated 
filing date).  Such notice shall offer to such Securityholders, together with 
others who have similar rights, the opportunity to include in such 
registration statement such number of Registrable Securities as they may 
request (other than Registrable Securities already registered pursuant to a 
Shelf Registration Statement).  The Company shall direct and use its 
reasonable best efforts to cause the managing underwriter of a proposed 
underwritten offering (unless the offering is an underwritten offering of a 
class of the Company's equity securities other than Common Stock and the 
managing underwriter has advised the Company in writing that, in its opinion, 
the inclusion in such offering of Common Stock would materially adversely 
affect the distribution of such offering) to permit the holders of Registrable 
Securities requested to be included in the registration to include such 
Registrable Securities in the proposed offering and the Company shall use its 
reasonable best efforts to include such Registrable Securities in such 
proposed offering on the same terms and conditions as any similar securities 
of the Company included therein.  If the offering of which the Company gives 
notice is a public offering involving an underwriter, the right of a 
Securityholder to registration pursuant to this Section 9.2 shall be 
conditioned upon (i) such Securityholder's participation in such underwriting 
and the inclusion of the Registrable Securities to be sold by such 
Securityholder in the underwriting and (ii) such Securityholder executing the 
underwriting agreement entered into by the Company which includes customary 
terms and conditions relating to sales by shareholders.  The foregoing 
notwithstanding, in the case of an underwritten offering, if the managing 
underwriter of such offering shall advise the Company in writing that, in its 
opinion, the distribution of all or a specified portion of the Registrable 
Securities requested to be included in the registration concurrently with the 
securities being registered by the Company would materially adversely affect 
the distribution of such securities, then the securities to be included in a 
registration which is a primary underwritten offering on behalf of the Company 
shall be reduced in the following order:  (i) first, Registrable Securities 
and such other securities requested to be included by holders of such other 
securities shall be excluded pro rata and (ii) second the securities the 
Company proposes to include therein shall be excluded.

	b.  In the event that a holder or holders of the Company's securities 
(other than a Securityholder or Securityholders) requests, pursuant to rights 
granted to such holder or holders, that the Company file a registration 
statement for the public offering of securities and the Company and the other 
holders of the Company's securities (including the Securityholders) who have 
rights to be included in such registration, request to be included in such 
registration and the managing underwriter of such offering shall advise the 
Company and the holders requesting inclusion in the offering that, in its 
opinion, the distribution of a specified portion of the securities requested 
to be included in the registration would materially adversely affect the 
distribution of such securities then, the securities to be included in the 
registration shall be reduced in the following order:  (i) first, any 
securities requested to be included therein by the holders of such other 
securities in such a manner as determined by the Company, (ii) second 
Registrable Securities shall be excluded pro rata, (iii) securities proposed 
to be included by the Company shall be excluded and, (iv) fourth, securities 
requested to be included therein by the holder or holders making the initial 
request for the registration. 

9.3  Company's Obligations

	a.  In connection with the registration of Registrable Securities on 
behalf of the holders thereof (such Securityholders being referred to herein 
as "Sellers") in accordance with Section 9.1 or Section 9.2 above, and in 
addition to its other obligations under this Section 9, the Company agrees to:
(i) with respect to any registration pursuant to 
Section 9.1(a) or Section 9.1(b), prepare and file with the SEC a registration 
statement on the form specified in such section, with respect to the 
Registrable Securities to be registered pursuant to such section, and to use 
its best efforts to cause such registration statement to become and remain 
effective as provided in such section;
(ii)  enter into a cross-indemnity agreement, in 
customary form, with each underwriter, if any, and each Seller;
(iii) subject to the provisions of Section 9.1 
and Section 9.2 regarding reductions in Registrable Securities to be included 
in a registration, include in the registration statement filed with the SEC, 
the Registrable Securities for which requests for registration have been made 
(or, in the case of a registration under Section 9.1(a), all such Registrable 
Securities), promptly after filing of such a registration statement or 
prospectus or any amendments or supplements thereto, furnish to each Seller 
copies of all such documents filed including, if requested, documents 
incorporated by reference in the registration statement, and notify each 
Seller of any stop order issued or threatened by the SEC and use its best 
efforts to prevent the entry of such stop order or to remove it if entered;
(iv) subject to Section 9.3(b), prepare and file 
with the SEC such amendments of and supplements to such registration statement 
and the prospectus used in connection therewith as may be necessary to keep 
such registration statement effective (A) with respect to a registration 
statement under Section 9.1(b) or Section 9.2, for a period of six (6) months 
or such shorter period as may be required if all such Registrable Securities 
covered by such registration statement are sold prior to the expiration of 
such period or (B) with respect to a Shelf Registration Statement, until all 
the Registrable Securities covered by such registration statement are sold, 
and to otherwise comply with the provisions of the Act with respect to the 
disposition of all securities covered by such registration statement during 
such period in accordance with the intended methods of disposition by the 
Sellers set forth in such registration statement;
(v) furnish to each Seller and each underwriter, 
if any, without charge, such number of copies of the registration statement, 
each amendment and supplement thereto (in each case including all exhibits 
thereto), the prospectus included in such registration statement (including 
each preliminary prospectus) and such other documents as such Seller may 
reasonably request in order to facilitate the disposition of the Registrable 
Securities proposed to be sold by such Seller;
(vi) use its reasonable best efforts to register 
or qualify such Registrable Securities under such other securities or Blue Sky 
laws of such jurisdictions as any Seller or any such underwriter reasonably 
requests in writing and keep such registrations or qualifications in effect 
for so long as such registration statement remains in effect and do any and 
all acts and things which may be reasonably necessary or advisable to enable 
such Seller to consummate the disposition in such jurisdictions of the 
Registrable Securities owned by such Seller; provided, however, that the 
Company shall not be required to (A) qualify generally to do business in any 
jurisdiction where it would not otherwise be required to qualify but for this 
Subsection 9.3(a)(vi), or (B) consent to general service of process in any 
such jurisdiction;
(vii) notify each Seller, at any time when the 
Company becomes aware that a prospectus relating to such Seller's Registrable 
Securities is required to be delivered under the Act, of the occurrence of any 
event as a result of which the prospectus included in such registration 
statement contains an untrue statement of a material fact or omits to state 
any material fact necessary to make the statements therein not misleading, and 
as soon as practicable prepare a supplement or amendment to such prospectus so 
that, as thereafter delivered to the purchasers of such Registrable 
Securities, such prospectus will not contain an untrue statement of a material 
fact or omit to state any material fact necessary to make the statements 
therein not misleading;
(viii) cause all such Registrable Securities to 
be listed on any Exchange or NASDAQ on which similar securities issued by the 
Company are then listed;
(ix) provide a transfer agent, registrar and 
CUSIP number for all such Registrable Securities not later than the effective 
date of such registration statement;
(x) enter into such customary agreements 
(including an underwriting agreement in customary form) and take all such 
other customary actions that a majority in interest of the Sellers or the 
underwriters, if any, reasonably request in order to expedite or facilitate 
the disposition of such Registrable Securities;
(xi) with respect to any underwritten offering, 
use its reasonable best efforts to obtain a "cold comfort" letter from the 
Company's independent public accountants in customary form and covering such 
matters of the type customarily covered by "cold comfort" letters as a 
majority in interest of the Sellers or any underwriter may reasonably request;
(xii) with respect to an underwritten offering, 
use its reasonable best efforts to obtain an opinion of counsel to the 
Company, addressed to the Sellers and any underwriter, in customary form and 
including such matters as are customarily covered by such opinions in 
underwritten registered offerings of equity securities as a majority in 
interest of the Sellers or any underwriter may reasonably request, such 
opinion to be in form and substance reasonably satisfactory to a majority in 
interest of the Sellers; and
(xiii) otherwise use its best efforts to comply 
with all applicable rules and regulations of the SEC, and make available to 
its securityholders, as soon as reasonably practicable, an earnings statement 
covering the period of at least twelve (12) months subsequent to the effective 
date of the registration statement, which earnings statement shall satisfy the 
provisions of Section 11(a) of the Act and Rule 158 thereunder.
	b. Any other provisions of this Section 9 notwithstanding, upon receipt 
by the Securityholders of a written notice signed by the chief executive 
officer or chief financial officer of the Company to the effect set forth 
below, the Company shall not be obligated during a reasonable period of time 
(not to exceed ninety (90) days) thereafter (i) to effect any registrations 
pursuant to this Section 9 or (ii) with respect to an effective Shelf 
Registration Statement, may suspend the effectiveness of such registration 
statement, at any time at which, in the Company's reasonable judgment, 
(i) there is a development involving the Company or any of its affiliates 
which is material but which has not yet been publicly disclosed or (ii) sales 
pursuant to the registration statement would materially and adversely affect 
an underwritten public offering for the account of the Company or any other 
financing project or a proposed or pending merger or other acquisition or 
business combination or disposition of the Company's assets, to which the 
Company or any of its affiliates is, or is expected to be, a party.  In the 
event a registration is postponed in accordance with this Section 9.3(b), (x) 
the Company must (unless otherwise instructed by those holders who requested 
such registration) file the requested registration within nine (9) months from 
the date the Company first received the request of the holders, (y) the 
Company may not suspend the effectiveness of a Shelf Registration Statement 
pursuant to this Section 9.3(b) more than ninety days in the aggregate during 
in any eighteen (18)-month period, and (z) there shall be added to any period 
during which the Company is obligated to keep a registration effective the 
number of days for which the effectiveness thereof was suspended pursuant to 
this Section 9.3(b).

	c.  The holder agrees, if so reasonably required by the managing 
underwriter in  a registration pursuant to this Section 9, not to effect any 
public sale or distribution of Registrable Securities or sales of such 
Registrable Securities pursuant to Rule 144 or Rule 144A under the Securities 
Act, during the seven (7) days prior to and 180 days after any firm commitment 
underwritten registration pursuant to Section 9 has become effective (except 
as part of such underwritten registration) or, if the managing underwriter 
advises the Company that, in its opinion, no such public sale or distribution 
should be effected for a period of not more than 180 days after such 
underwritten registration in order to complete the sale and distribution of 
securities included in such registration and the Company gives notice to such 
effect to the Holders of such advice, the holder shall not effect any public 
sale or distribution of Registrable Securities or sales of such Registrable 
Securities pursuant to Rule 144 or Rule 144A under the Securities Act during 
such period after such underwritten registration, except as part of such 
underwritten registration, whether or not such holder participates in such 
registration.

	d.  The Company may require that each Seller, as a condition to 
registering his, her or its Registrable Securities pursuant hereto, furnish 
the Company with such information regarding such Seller and the distribution 
of the Registrable Securities proposed to be sold by such Seller as the 
Company may from time to time reasonably request in writing.

	e.  Each Seller agrees that, upon receipt of any notice from the Company 
of the occurrence of any event of the kind described in Section 9.3(a)(vii) 
above, such Seller shall forthwith discontinue disposition of Registrable 
Securities pursuant to the registration statement covering such Registrable 
Securities until such Seller's receipt of copies of the supplemented or 
amended prospectus contemplated by Section 9.3(a)(vii) above and, if so 
directed by the Company, such Seller will deliver to the Company (at the 
Company's expense) all copies, other than permanent file copies in such 
Seller's possession, of the prospectus covering such Registrable Securities 
current at the time of receipt of such notice.  In the event the Company shall 
give any such notice, the period mentioned in Section 9.3(a)(iv) above shall 
be extended by the number of days during the period from and including the 
date of giving of such notice to and including the date when each Seller shall 
have received the copies of the supplemented or amended prospectus 
contemplated by Section 9.3(a)(vii) above.

	f.  The Company shall not file or permit the filing of any registration 
or comparable statement which refers to any Seller by name or otherwise as the 
Seller of any securities of the Company unless such reference to such Seller 
is agreed to by the Seller or is specifically required by the Act or any 
similar federal statute then in force.

9.4  All expenses incident to the Company's performance of or compliance with 
this Warrant, including without limitation all registration and filing fees, 
fees and expenses relating to filings with any Exchange, fees and expenses of 
compliance with securities or Blue Sky laws in jurisdictions reasonably 
requested by any Seller or underwriter pursuant to Section 9.3(a)(vi) 
(including reasonable fees and disbursements of counsel in connection with 
Blue Sky qualifications of the Registrable Securities), all word processing, 
duplicating and printing expenses, messenger and delivery expenses, fees and 
disbursements of counsel for the Company and one (1) counsel for the Sellers 
(selected by those Sellers owning a majority of the Registrable Securities), 
independent public accountants (including the expenses of any special audit or 
"cold comfort" letters required by or incident to such performance), all the 
Company's internal expenses (including, without limitation, all salaries and 
expenses of its officers and employees performing legal or accounting duties), 
the expense of any annual audit, the expense of any liability insurance (if 
the Company determines to obtain such insurance) and the fees and expenses 
incurred in connection with the listing of the securities to be registered on 
any Exchange and/or NASDAQ on which such securities issued by the Company are 
then listed, the reasonable fees and expenses of any special experts 
(including attorneys) retained by the Company (if it so desires) in connection 
with such registration and fees and expenses of other persons retained by the 
Company (all such expenses being herein called "Registration Expenses"), shall 
be borne by the Company.  In no event shall the Company be obligated for any 
discounts, commissions or fees of underwriters, selling brokers, dealer 
managers or similar securities industry professionals attributable to the 
securities being registered (which discounts, commissions or fees with respect 
to any Seller's respective shares shall be paid by such Seller) and legal 
expenses of any person other than the Company and the Sellers.

9.5  Participation
	a.  In connection with the preparation and filing of each registration 
statement under the Act pursuant to this Section 9 in connection with an 
underwritten offering, the Company shall give the underwriters under such 
registration statement and such underwriters' counsel and their respective 
accountants, the opportunity to participate in the preparation of such 
registration statement, each prospectus included therein or filed with the 
SEC, and each amendment thereof or supplement thereto, and will give each of 
them such access to its books and records and such opportunities to discuss 
the business of the Company with its officers and the independent public 
accountants who have certified its financial statements as shall be necessary, 
in the opinion of such underwriters' counsel, to conduct a reasonable 
investigation within the meaning of the Act.

	b.  In connection with the preparation and filing of each registration 
statement under the Act pursuant to this Section 9 not involving an 
underwritten offering, the Company shall give the Sellers under such 
registration statement and such Sellers' counsel and their respective 
accountants, the opportunity to participate in the preparation of such 
registration statement, each prospectus included therein or filed with the 
SEC, and each amendment thereof or supplement thereto, and will give each of 
them such access to its books and records and such opportunities to discuss 
the business of the Company with its officers and the independent public 
accountants who have certified its financial statements as shall be necessary, 
in the opinion of such Sellers' counsel, to conduct a reasonable investigation 
within the meaning of the Act.  Each Seller agrees to keep confidential and 
not use, and to ensure that its representatives keep confidential and not use, 
any non-public information of the Company made available in such 
investigation.

9.6  Indemnification
	a.  In the event of any registration of any securities of the Company 
under the Act, the Company shall, and hereby does, indemnify and hold harmless 
in the case of any registration statement filed pursuant to Section 9.1 or 
Section 9.2 above, the Seller of any Registrable Securities covered by such 
registration statement, its directors, officers, employees and agents, each 
other person who participates as an underwriter in the offering or sale of 
such Registrable Securities and each other person, if any, who controls such 
Seller or any such underwriter within the meaning of the Act against any 
losses, claims, damages, or liabilities (or actions or proceedings whether 
commenced or threatened in respect thereof), joint or several, to which such 
Seller or any such director or officer or employee or agent or underwriter or 
controlling person may become subject under the Act or otherwise, insofar as 
such losses, claims, damages, or liabilities (or actions or proceedings, 
whether commenced or threatened, in respect thereof) arise out of or are based 
upon any untrue statement or alleged untrue statement of any material fact 
contained in any registration statement under which such Registrable 
Securities were registered under the Act, any preliminary prospectus, final 
prospectus or summary prospectus contained therein, or any amendment or 
supplement thereto, or any omission or alleged omission to state therein a 
material fact required to be stated therein or necessary to make the 
statements therein not misleading, and the Company shall reimburse such Seller 
and each such director, officer, employee, agent, underwriter and controlling 
person for any legal or any other expenses reasonably incurred by them in 
connection with investigating or defending any such loss, claim, liability, 
action, or proceeding; provided, however, that the Company shall not be liable 
in any such case to the extent that any such loss, claim, damage, liability 
(or action or proceeding, whether commenced or threatened in respect thereof), 
or expense arises out of or is based upon an untrue statement or alleged 
untrue statement or omission or alleged omission made in such registration 
statement, any such preliminary prospectus, final prospectus, summary 
prospectus, amendment, or supplement in reliance upon and in conformity with 
written information furnished to the Company by such Seller for the express 
purpose of use in the preparation thereof and, provided, further, that the 
Company shall not be liable in any such case to the extent that any such loss, 
claim, damage, liability (or action or proceeding, whether commenced or 
threatened, in respect thereof), or expense arises out of such person's 
failure to send or give a copy of the final prospectus, as the same may be 
then supplemented or amended, within the time required by the Act to the 
person asserting an untrue statement or alleged untrue statement or omission 
or alleged omission if such statement or omission was corrected in such final 
prospectus.  Such indemnity shall remain in full force and effect regardless 
of any investigation made by or on behalf of such Seller or any such director, 
officer, employee, agent, underwriter or controlling person and shall survive 
the transfer of such Registrable Securities by such Seller.

	b.  In the event that the Company includes any Registrable Securities of 
a prospective Seller in any registration statement filed pursuant to Section 
9.1 or Section 9.2 above, such prospective Seller shall, and hereby does, 
indemnify and hold harmless the Company, its directors, officers, employees 
and agents, each other person who participates as an underwriter in the 
offering or sale of such Registrable Securities and each other person, if any, 
who controls the Company or any such underwriter within the meaning of the Act 
against any losses, claims, damages, or liabilities (or actions or proceedings 
whether commenced or threatened in respect thereof), joint or several, to 
which the Company or any such director or officer or employee or underwriter 
or controlling person may become subject under the Act or otherwise, insofar 
as such losses, claims, damages, or liabilities (or actions or proceedings, 
whether commenced or threatened, in respect thereof) arise out of or are based 
upon any untrue statement or alleged untrue statement of any material fact 
contained in any registration statement under which such Registrable 
Securities were registered under the Act, any preliminary prospectus, final 
prospectus or summary prospectus contained therein, or any amendment or 
supplement thereto, or any omission or alleged omission to state therein a 
material fact required to be stated therein or necessary to make the 
statements therein not misleading, and such prospective Seller shall reimburse 
the Company and any such director, officer, employee, agent, underwriter or 
controlling person for any legal or any other expenses reasonably incurred by 
them in connection with investigating or defending any such loss, claim, 
liability, action, or proceeding if, and only if, such statement or alleged 
statement or omission or alleged omission was made in reliance upon and in 
conformity with written information furnished to the Company through an 
instrument duly executed by such Seller specifically stating that it is for 
use in the preparation of such registration statement, preliminary prospectus, 
final prospectus, summary prospectus, amendment, or supplement.  In no event 
shall the liability of any Seller hereunder be greater in amount than the 
dollar amount of the proceeds received by such Seller upon the sale of the 
Registrable Securities giving rise to such indemnification obligation.  Such 
indemnity shall remain in full force and effect regardless of any 
investigation made by or on behalf of the Company or any such director, 
officer, employee, agent, underwriter or controlling person and shall survive 
the transfer of such Registrable Securities by such Seller.

	c.  The Company shall be entitled to receive indemnities from 
underwriters, selling brokers, dealer managers, and similar securities 
industry professionals participating in the distribution to the same extent as 
provided above with respect to information so furnished in writing by such 
persons specifically for inclusion in any prospectus or registration 
statement.

	d.  Promptly after receipt by an indemnified party of notice of the 
commencement of any action or proceeding involving a claim referred to in this 
Section 9.6, such indemnified party shall, if a claim in respect thereof is to 
be made against an indemnifying party, give written notice to the latter of 
the commencement of such action; provided, however, that the failure of any 
indemnified party to give notice as provided herein shall not relieve the 
indemnifying party of its obligations under the preceding subdivisions of this 
Section 9.6, except to the extent that the indemnifying party is actually 
prejudiced by such failure to give notice.  In case any such action is brought 
against an indemnified party, unless in such indemnified party's reasonable 
judgment a conflict of interest between such indemnified and indemnifying 
parties may exist in respect of such claim, the indemnifying party shall be 
entitled to participate in and to assume the defense thereof, jointly with any 
other indemnifying party similarly notified, to the extent that the 
indemnifying party may wish, with counsel reasonably satisfactory to such 
indemnified party, and after notice from the indemnifying party to such 
indemnified party of its election so to assume the defense thereof, the 
indemnifying party shall not be liable to such indemnified party for any legal 
or other expenses subsequently incurred by the latter in connection with the 
defense thereof.  If, in the indemnified party's reasonable judgment a 
conflict of interest between such indemnified and indemnifying parties may 
exist in respect of such claim, the indemnified party may assume the defense 
of such claim, jointly with any other indemnified party that reasonably 
determines such conflict of interest to exist, and the indemnifying party 
shall be liable to such indemnified parties for the reasonable legal fees and 
expenses of one counsel for all such indemnified parties and for other 
expenses reasonably incurred in connection with the defense thereof incurred 
by the indemnified party.  No indemnifying party shall, without the consent of 
the indemnified party, consent to entry of any judgment or enter into any 
settlement of any such action which does not include as an unconditional term 
thereof the giving by the claimant or plaintiff to such indemnified party of a 
release from all liability, or a covenant not to sue, in respect of such claim 
or litigation.  No indemnified party shall consent to entry of any judgment or 
enter into any settlement of any such action the defense of which has been 
assumed by an indemnifying party without the consent of such indemnifying 
party.

	e.  Indemnification and contribution similar to that specified in this 
Section 9.6 (with appropriate modifications) shall be given by the Company and 
each Seller with respect to any required registration or other qualification 
of Registrable Securities under any Federal or state law or regulation of any 
governmental authority, other than the Act.

	f.  The indemnification required by this Section 9.6 shall be made by 
periodic payments of the amount thereof during the course of the investigation 
or defense, as and when bills are received or expense, loss, damage or 
liability is incurred.

	g.  If the indemnification provided for in this Section 9.6 from the 
indemnifying party is unavailable to an indemnified party hereunder in respect 
of any losses, claims, damages, liabilities, or expenses referred to herein, 
then the indemnifying party, in lieu of indemnifying such indemnified party, 
shall contribute to the amount paid or payable by such indemnified party as a 
result of losses, claims, damages, liabilities, or expenses in such proportion 
as is appropriate to reflect the relative fault of the indemnifying party and 
indemnified party in connection with the actions which resulted in such 
losses, claims, damages, liabilities, or expenses, as well as any other 
relevant equitable considerations.  The relative fault of such indemnifying 
party and indemnified party shall be determined by reference to, among other 
things, whether any action in question, including any untrue or alleged untrue 
statement of a material fact or omission or alleged omission to state a 
material fact, has been made by, or relates to information supplied by, such 
indemnifying party or indemnified party, and the parties' relative intent, 
knowledge, access to information, and opportunity to correct or prevent such 
action.  The amount paid or payable by a party as a result of the losses, 
claims, damages, liabilities, and expenses referred to above shall be deemed 
to include any legal or other fees or expenses reasonably incurred by such 
party in connection with any investigation or proceeding.  In no event shall 
the liability of any Seller hereunder be greater in amount than the dollar 
amount of the proceeds received by such Seller upon the sale of the 
Registrable Securities giving rise to such contribution obligation.  The 
parties hereto agree that it would not be just and equitable if contribution 
pursuant to this Section 9.6(g) were determined by pro rata allocation or by 
any other method of allocation which does not take into account the equitable 
considerations referred to in this Section 9.6(g).  No person guilty of 
fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) 
shall be entitled to contribution from any person or entity who was not guilty 
of such fraudulent misrepresentation.

9.7  Assignment of Rights; Termination.  
The rights granted under this Section 9 may be assigned to any transferee of 
at least 50,000 Series Warrants, Series Warrant Shares or any combination 
thereof, and upon (a) prior written notice to the Company of the assignment, 
and (b) the transferee's agreement to be bound by the relevant terms and 
conditions of this Section 9 and the Warrant.  The rights of the holder and 
any transferee under this Section 9 will terminate on the five (5) year 
anniversary of the Expiration Date.
10.  Additional Rights.
10.1  Notice of Sale.  
In the event that the Company undertakes to effect a Sale, the Company will 
use its best efforts to provide to the holder at least thirty (30) days notice 
of the terms and conditions of the proposed transaction.  The Company will 
cooperate with the holder in consummating the sale of this Warrant in 
connection with any such transaction. 
10.2  Board Representation.  
			a.	Election of Initial Holder Designee.  Promptly 
following Goldman Sachs & Co.'s ("Goldman")  designation of a Holder Designee 
under Section 10.2(e)(i) below, the Board of Directors of the Company (the 
"Board") shall increase the number of directors constituting the Board by one 
(1) and shall elect the Holder Designee (as defined below) to the Board to 
fill the vacancy created by such increase.

		b.	Future Elections of Holder Designee.  Provided that 
Goldman has designated an initial Holder Designee under Section 10.2(e)(i) 
below and continuously designates Holder Designees as required under Section 
10.2(e)(ii) and Section 10.2(e)(iii) below, in connection with any annual 
meeting or other meeting of stockholders of the Company at which directors are 
to be elected (an "Annual Meeting"), the Company, its management or the Board 
nominates, recommends, or solicits proxies to be voted for the election to the 
Board of a particular group of individuals ("Management Nominees"), the 
Management Nominees shall include the Holder Designee.  The Company, its 
management and the Board shall each use all reasonable efforts to cause the 
Holder Designee to be elected to the Board at each Annual Meeting, whether or 
not there are Management Nominees for such Annual Meeting, and to maintain the 
Holder Designee in such position.

		c.	Vacancy.  If a vacancy on the Board shall occur as a 
result of the death, resignation or removal of a director elected to the Board 
by reason of having been a Holder Designee and such vacancy is to be filled by 
the vote of the remaining members of the Board, such remaining members of the 
Board shall vote for the election of the Holder Designee to fill such vacancy 
to the extent permitted under the Company's Charter, by-laws and applicable 
law.

		d.	Observer Rights.  During any time that a Holder 
Designee is not a member of the Board, whether during the time before Goldman 
has initially nominated a director under Section 10.2(e), or due to the 
failure of a Holder Designee to be elected by the stockholders of the Company, 
the failure of Goldman to timely nominate a Holder Designee under Section 
10.2(e) or otherwise, the Company shall invite a representative of Goldman to 
attend, in a non-voting observer capacity, all meetings of the Board and all 
meetings of the Committees of the Board.  The Company shall provide to such 
representative copies of all notices, minutes, consents, and other materials 
that it provides to its directors at the same time as such materials are 
provided to the directors; provided, however, that such representative shall 
agree to hold in confidence and trust and to act in a fiduciary manner with 
respect to all information so provided; and, provided further, that the 
Company may withhold any information and exclude such representative from any 
meeting or portion thereof if the Company reasonably believes, based upon the 
advice of its counsel, that such exclusion is reasonably necessary to preserve 
an attorney-client privilege of the Company that is material to the Company.

		e.	Holder Designee.  For the purposes of this Section 
10.2, "Holder Designee" shall mean an individual so designated by Goldman (and 
no other party or transferee of Goldman), which designation shall be made as 
follows: (i) Goldman, within sixty (60) days following the execution and 
delivery of this Warrant, shall, at Goldman's election, notify the Company in 
writing of the name of the Holder Designee to be elected to the Board, (ii) 
sixty (60) days prior to each Annual Meeting (unless the Holder Designee then 
a Director is otherwise serving a term not expiring at such meeting), Goldman 
shall notify the Company in writing of the name of the Holder Designee to be 
elected to the Board at such meeting, and (iii) if a vacancy on the Board 
shall occur as a result of the death, resignation or removal of a director 
elected to the Board by reason of having been a Holder Designee, Goldman 
shall, within thirty (30) days after receiving written notice from the Company 
of such vacancy (twenty (20) days in the case of the resignation or removal of 
a Holder Designee who continues on as an employee of Goldman), notify the 
Company in writing of the name of the Holder Designee to be elected to the 
Board to fill such vacancy.
		f.	Termination of Rights.  The rights of Goldman under 
this Section 10.2 shall terminate upon the earlier of (i) September 1, 2001 or 
(ii) the date that Goldman or its affiliates no longer beneficially own, in 
the aggregate, at least 50% of the Warrant, the Warrant Shares or any 
combination thereof.  For the purpose of this Section 10.2(f), the term 
"affiliates" shall include any individual, partnership, corporation, limited 
liability company, business trust, joint stock company, trust, unincorporated 
association or joint venture which directly or indirectly, is in control of, 
is controlled by, or is under common control with, Goldman.  for purposes of 
the preceding sentence, the term "control" shall mean the power, directly or 
indirectly, to (i) vote 51% or more of the voting securities of an entity, or 
(ii) direct or cause the direction of the management or policies of an entity 
as the trustee, general partner or managing member of such entity.
11.  Representations and Warranties.  
The Company represents and warrants to the holder of this Warrant as follows:
	a.  This Warrant has been duly authorized and executed by the Company 
and is a valid and binding obligation of the Company enforceable in accordance 
with its terms, subject to laws of general application relating to bankruptcy, 
insolvency and the relief of debtors and the rules of law or principles at 
equity governing specific performance, injunctive relief and other equitable 
remedies; 

	b. The Warrant Shares have been duly authorized and reserved for 
issuance by the Company and, when issued in accordance with the terms hereof, 
will be validly issued, fully paid and nonassessable; 

	c.  The rights, preferences, privileges and restrictions granted to or 
imposed upon the Common Stock and the holders thereof are as set forth in the 
Articles of Organization of the Company, as amended to the Date of Grant (as 
so amended, the "Charter"), a true and complete copy of which has been 
delivered to the original holder of this Warrant; 

	d.  The execution and delivery of this Warrant are not, and the issuance 
of the Warrant Shares upon exercise of this Warrant in accordance with the 
terms hereof will not be, inconsistent with the Charter or by-laws of the 
Company, do not and will not contravene, in any material respect, any 
governmental rule or regulation, judgment or order applicable to the Company, 
and do not and will not conflict with or contravene any provision of, or 
constitute a default under, any indenture, mortgage, contract or other 
instrument of which the Company is a party or by which it is bound or require 
the consent or approval of, the giving of notice to, the registration or 
filing with or the taking of any action in respect of or by, any Federal, 
state or local government authority or agency or other person, except for the 
filing of notices pursuant to federal and state securities laws, which filings 
will be effected by the time required thereby; 

	e.  There are no actions, suits, audits, investigations or proceedings 
pending or, to the knowledge of the Company, threatened against the Company in 
any court or before any governmental commission, board or authority which, if 
adversely determined, will have a material adverse effect on the ability of 
the Company to perform its obligations under this Warrant; 

	f.  The authorized capital stock of the Company and the capital stock 
issued and outstanding, or reserved for issuance, are as set forth on Schedule 
5.8 to the Loan Agreement.  All of the outstanding shares of the Company have 
been validly issued and are fully paid, nonassessable shares and have not been 
issued in violation of any applicable preemptive rights;

	g.  Except as set forth on Schedule 5.8 to the Loan Agreement, there are 
no subscriptions, rights, options, warrants, or calls relating to any shares 
of the Company's capital stock, including any right of conversion or exchange 
under any outstanding security or other instrument; and

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. Notices.  
Unless otherwise specifically provided herein, all communications under this 
Warrant shall be in writing and shall be deemed to have been duly given (i) on 
the date of service if served personally on the party to whom notice is to be 
given, (ii) on the day of transmission if sent by facsimile transmission to a 
telephone number provided by a party for such purposes, and telephonic 
confirmation of receipt is obtained promptly after completion of transmission, 
(iii) on the day after delivery to Federal Express or similar overnight 
courier, or (iv) on the fifth day after mailing, if mailed to the party to 
whom notice is to be given, by first class mail, registered or certified, 
postage prepaid, and properly addressed, return receipt requested, 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.  Any party hereto may change its address for purposes of this Section 
13 by giving the other party written notice of the new address in the manner 
set forth herein.
14  Binding Effect on Successors.  
This Warrant shall be binding upon any corporation succeeding the Company by 
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 
Common Stock 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 
successors and assigns 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 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. 
15.  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 
loss, theft or destruction, upon receipt of an executed lost securities bond 
or 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. 
16.  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. 
17.  Governing Law.  
This Warrant shall be construed and enforced in accordance with, and the 
rights of the parties shall be governed by, the laws of the State of New York.
18.  Survival of Representations, Warranties and Agreements.  Each 
of the respective representations and warranties of the Company and the holder 
hereof contained herein shall survive the Date of Grant, the exercise or 
conversion of this Warrant (or any part hereof) and the termination or 
expiration of any rights hereunder.  Each of the respective agreements of each 
of the Company and the holder hereof contained herein shall survive 
indefinitely until, by their respective terms, they are no longer operative.  
Without limiting the generality of the foregoing sentence, the registration 
rights contained in Section 9 above and the board representation rights 
contained in Section 10.2 above shall survive the exercise or conversion of 
this Warrant (or any part hereof) and the termination or expiration of any 
other rights hereunder.
19.  Remedies.  
In case any one (1) 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.
20.  Acceptance.  
Receipt of this Warrant by the holder hereof shall constitute acceptance of 
and agreement to the foregoing terms and conditions. 
21.  No Impairment of Rights.  
The Company will not, by amendment of its Charter 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 material impairment.
22.  Amendment.  This Warrant may be amended by written agreement of the 
Company and holders of 65% of the Series Warrant Shares, collectively on an 
as-exercised basis, and such amendment shall be binding on all holders of this 
Warrant or Warrant Shares. 
[Signature page follows.]


IN WITNESS WHEREOF, the Company has caused this Warrant to be executed on its 
behalf by one of its officers thereunto duly authorized.
CTC COMMUNICATIONS CORP.
	By:						
	Name: 						
	Title: 						
Address:	360 Second Avenue
Waltham, Massachusetts  02154
Dated: as of September 1, 1998

EXHIBIT A
NOTICE OF EXERCISE
To:	CTC COMMUNICATIONS CORP.
1. The undersigned hereby elects to purchase _____ shares of 
Common Stock of CTC COMMUNICATIONS CORP. pursuant to the terms of the attached 
Warrant, and tenders herewith payment of the purchase price of such shares in 
full. 
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)
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)

Schedule 1
INVESTMENT REPRESENTATION STATEMENT
Purchaser:
Company:	CTC COMMUNICATIONS CORP.
Security:	Common Stock
Amount:
Date:
In connection with the purchase of the above-listed securities (the 
"Registrable 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 Registrable 
Securities.  The Purchaser is purchasing the Registrable 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 
Registrable Securities Act of 1933, as amended (the "Act"). 
(b) The Purchaser understands that the Registrable Securities 
have not been registered under the 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 Registrable 
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 Registrable Securities for the 
minimum capital gains period specified under applicable tax laws, for a 
deferred sale, for or until an increase or decrease in the market price of the 
Registrable Securities, or for a period of one year or any other fixed period 
in the future. 
(c) The Purchaser further understands that the Registrable 
Securities must be held indefinitely unless subsequently registered under the 
Act or unless an exemption from registration is otherwise available.  In 
addition, the Purchaser understands that the certificate evidencing the 
Registrable Securities will be imprinted with the legend referred to in the 
Warrant under which the Registrable 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 (1) 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 Registrable 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 Registrable 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 Registrable 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 or 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:___________________

EXHIBIT B


Analysis Based on Closing Stock Price on 8/4/98 of:	$6.75

    Shares Outstanding - public	6,175,798
    Shares Outstanding - Bob Fabricatore	2,715,974
    Shares Outstanding - all other officers	1,096,725
Total Primary Shares Outstanding	9,988,497

Outstanding Options:
Options in the Money	1,462,507

Proceeds from Options	$5,494,058

Average exercise price	$3.76

Shares to be purchased	813,935

Incremental Shares	648,572

Total Shares outstanding pre Spectrum	10,637,070

Spectrum Convertible Preferred Stock	1,333,333
Spectrum warrants in the money	0
Spectrum shares from 9% dividend accreted to 8/31/98 	47,342
Total shares due to Spectrum	1,380,675

Total Shares outstanding Pre Series Warrants (on a Fully Diluted Basis)
	12,017,745

Series Warrants % of Fully Diluted Shares	7.50%

New Fully Diluted Shares Outstanding	12,992,157

Incremental Series Warrant Shares	974,412

	Goldman's participation (68%)	662,600

	Fleet's participation (32%)	311,812