EXHIBIT 10.x

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE OR FOREIGN
SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE
OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO
AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT OR SUCH LAWS OR AN
EXEMPTION FROM REGISTRATION UNDER SUCH SECURITIES ACT AND SUCH LAWS WHICH, IN
THE OPINION OF COUNSEL FOR THE HOLDER, WHICH COUNSEL AND OPINION ARE REASONABLY
SATISFACTORY TO COUNSEL FOR THIS CORPORATION, IS AVAILABLE.

THE TRANSFER OR EXCHANGE OF THE WARRANTS REPRESENTED BY THIS CERTIFICATE IS
RESTRICTED IN ACCORDANCE WITH EXHIBIT I REFERRED TO HEREIN.

                            EXERCISABLE ON OR BEFORE
                      5:30 P.M., MIAMI TIME, July 14, 2002

No. W-29                                                        520,455 Warrants

                                        WARRANT TO PURCHASE 520,455 SHARES OF
                                        COMMODORE HOLDINGS LIMITED COMMON STOCK

                               WARRANT CERTIFICATE

         THIS WARRANT CERTIFICATE is made and entered into as of the 15th day of
October, 1998 by and between Commodore Holdings Limited (the "Company") and
Jeffrey I. Binder and Rosalie Binder, as tenants by the entireties, (the
"Warrant Holder").

         WHEREAS, the Company issued a warrant certificate on April 26, 1995,
granting Warrant Holder the right to purchase 250,000 shares of $.01 par value
common stock (the "Common Stock") of the Company (the "Original Warrant
Certificate") at the initial exercise price of $6.00 per share of Common Stock;

         WHEREAS, the Company amended such Original Warrant Certificate on
November 4, 1997 to clarify certain ambiguities contained therein (the
"Amendment");

         WHEREAS, as a result of certain anti-dilutive events, the Company was
required to adjust the number of Warrant Shares and Exercise Price contained in
the Original Warrant Certificate and issued a restated warrant (the "Restated
Warrant"), which reflected such adjustments on April 15, 1998;


<PAGE>

         WHEREAS, the Warrant Holder has assigned their interest, in part, in
the Restated Warrant, as to the right to purchase 25,000 shares of Common Stock;
and

         WHEREAS, the Company has determined that it is in its best interests to
cancel such Restated Warrant and issue a new Warrant Certificate (the "Warrant
Certificate"), which reflects the assignment of warrants.

         NOW THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which are acknowledged,
the Company and the Warrant Holder hereby agree as follows:

         THIS WARRANT CERTIFICATE certifies that Jeffrey I. Binder and Rosalie
Binder, as tenants by the entireties, or their registered assigns, are the
registered holders of 520,455 Warrants (the "Warrants") to purchase initially,
at any time from the date hereof until 5:30 p.m., Miami time, on July 14, 2002
("Expiration Date"), up to 520,455 fully paid and nonassessable shares of Common
Stock, of COMMODORE HOLDINGS LIMITED, a Bermuda corporation (the "Company"), at
the exercise price (the "Exercise Price") of $2.75 per share of Common Stock
upon surrender of this Warrant Certificate and payment of the Exercise Price at
the office of the Company located at 4000 Hollywood Boulevard, Suite 385, South
Tower, Hollywood, Florida 33021, or any successor office, but subject to the
conditions set forth herein and in EXHIBIT I hereto. Payment of the Exercise
Price shall be made by certified or official bank check payable to the order of
the Company or may be made by tendering an amount of Warrants for cancellation
with a value as determined by the difference between the then current market
price of the underlying shares of Common Stock as of the date of exercise less
the Exercise Price of each Warrant.

         No Warrant may be exercised after 5:30 p.m., Miami time, on the
Expiration Date, at which time all Warrants evidenced hereby, unless exercised
prior thereto, shall thereafter be void. If the Expiration Date shall in the
State of Florida be a holiday or a day on which banks are authorized to close,
then the Expiration Date shall mean 5:30 P.M., Miami Time, the next following
day which, in the State of Florida, is not a holiday or a day on which banks are
not authorized to close.

         The Warrants evidenced by this Warrant Certificate are subject to the
provisions of EXHIBIT I hereto, which EXHIBIT I is hereby incorporated by
reference in and made a part of this instrument and is hereby referred to for a
description of the rights, limitation of rights, obligations, duties and
immunities thereunder of the Company and the holders (the words "holders" or
"holder" meaning the registered holders or registered holder) of the Warrants.

         EXHIBIT I hereto provides that upon the occurrence of certain events
the Exercise Price and the type and/or number of the Company's securities
issuable thereupon may, subject to certain conditions, be adjusted. In such
event, the Company will, at the request of the holder, issue a new Warrant
Certificate evidencing the adjustment in the Exercise Price and the number
and/or type of securities issuable upon the exercise of the Warrants; PROVIDED,
HOWEVER, that the failure of the Company to issue such new Warrant
Certificate(s) shall not in any way change, alter, or otherwise impair the
rights of the holder as set forth in EXHIBIT I.

                                       2
<PAGE>

         Upon due presentment for registration of transfer of this Warrant
Certificate at the office of the Company located at 4000 Hollywood Boulevard,
Suite 385, South Tower, Hollywood, Florida 33021, or any successor office, a new
Warrant Certificate or Warrant Certificates of like tenor and evidencing in the
aggregate a like number of Warrants shall be issued to the transferee(s) in
exchange for this Warrant Certificate, subject to the limitations provided
herein and in EXHIBIT I, without any charge except for any tax or other
governmental charge imposed in connection with such transfer.

         Upon the exercise of less than all of the Warrants evidenced by this
Warrant Certificate, the Company shall forthwith issue to the holder hereof a
new Warrant Certificate representing such number of unexercised Warrants.

         The Company may deem and treat the registered holder(s) hereof as the
absolute owner(s) of this Warrant Certificate (notwithstanding any notation of
ownership or other writing hereon made by anyone), for the purpose of any
exercise hereof, and of any distribution to the holder(s) hereof, and for all
other purposes, and the Company shall not be affected by any notice to the
contrary.

         All terms used in this Warrant Certificate which are defined in EXHIBIT
I hereto shall have the meanings assigned to them in EXHIBIT I hereto.

         IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to
be duly executed under its corporate seal.

Dated as of October 15, 1998.

                                             COMMODORE HOLDINGS LIMITED

                                             By: /S/ FREDERICK A. MAYER 
                                                 -------------------------------
                                                 Frederick Mayer,
                                                 Vice-Chairman of the Board

Attest:

/S/ BLANCA SANTOS                                    
-------------------------
Blanca Santos, Secretary


                                       3
<PAGE>
                          FORM OF ELECTION TO PURCHASE

         THE UNDERSIGNED hereby irrevocably elects to exercise the right,
represented by this Warrant Certificate, to purchase ________ shares of Common
Stock and herewith tenders in payment for such securities a certified or
official bank check payable to the order of Commodore Holdings Limited in the
amount of $________, all in accordance with the terms hereof. The undersigned
requests that a certificate for such securities be registered in the name of
___________________________________________________________ whose address is
_______________________________________________ and that such Certificate be
delivered to ____________________________ whose address is ____________________
__________________________________________________________.

Dated: ________________________

                                        Signature_______________________________
                                        (Signature must conform in all respects
                                        to name of holder as specified on the
                                        face of the Warrant Certificate.)

                                        ________________________________________
                                        (Insert Social Security or Other
                                        Identifying Number of Holder)

                                        ________________________________________
                                        Signature Guarantee

                                       4
<PAGE>

                               FORM OF ASSIGNMENT

             (To be executed by the registered holder if such holder
                  desires to transfer the Warrant Certificate)

FOR VALUE RECEIVED ___________________ hereby sells, assigns and transfers unto

________________________________________________________________________________
                  (Please print name and address of transferee)

this Warrant Certificate, together with all right, title and interest therein,
and does hereby irrevocably constitute and appoint______________________________
Attorney, to transfer the within Warrant Certificate on the books of the within
named Company, with full power of substitution.

Dated:________________________


                                        Signature_______________________________
                                        (Signature must conform in all respects
                                        to name of holder as specified on the
                                        face of the Warrant Certificate.)

                                        ________________________________________
                                        (Insert Social Security or Other
                                        Identifying Number of Holder)

                                        ________________________________________
                                        Signature Guarantee


                                       5
<PAGE>

                                    EXHIBIT I

         Section 1. EXERCISE OF WARRANT. The Warrants are exercisable at an
aggregate adjusted exercise price per share of common stock, $.01 par value per
share (the "Common Stock") of Commodore Holdings Limited (the "Company") set
forth in Section 3 hereof (subject to adjustment as provided in Section 5
hereof) payable by certified or official bank check. Upon surrender of a Warrant
Certificate with the annexed Form of Election to Purchase duly executed,
together with payment of the Exercise Price (as hereinafter defined) for the
shares of Common Stock purchased at the Company's principal offices in Florida
(presently located at 4000 Hollywood Boulevard, Suite 385, South Tower,
Hollywood, Florida 33021), the registered holder of a Warrant Certificate
("Holder" or "Holders") shall be entitled to receive a certificate or
certificates for the shares of Common Stock so purchased. The purchase rights
represented by each Warrant Certificate are exercisable at the option of the
Holder thereof, in whole or in part (but not as to fractional shares of the
Common Stock underlying the Warrants). In the case of the purchase of less than
all the shares (the "Warrant Shares") of Common Stock purchasable under any
Warrant Certificate, the Company shall cancel said Warrant Certificate upon the
surrender thereof and shall execute and deliver a new Warrant Certificate of
like tenor for the balance of the shares of Common Stock purchasable thereunder.

         Section 2. ISSUANCE OF CERTIFICATES. Upon the exercise of the Warrants,
the issuance of certificates for shares of Common Stock shall be made forthwith
(and in any event within ten (10) business days thereafter) without charge to
the Holder thereof including, without limitation, any tax which may be payable
in respect of the issuance thereof, and such certificates shall be issued in the
name of, or in such names as may be directed by, the Holder thereof; PROVIDED,
HOWEVER, that the Company shall not be required to pay any tax which may be
payable in respect of any transfer involved in the issuance and delivery of any
such certificates in a name other than that of the Holder and the Company shall
not be required to issue or deliver such certificates unless or until the
persons or persons requesting the issuance thereof shall have paid to the
Company the amount of such tax or shall have established to the satisfaction of
the Company that such tax has been paid.

         The Warrant Certificates and the certificates representing the Warrant
Shares shall be executed on behalf of the Company by the manual or facsimile
signature of the then present Chairman or Vice Chairman of the Board of
Directors and also by the Secretary or by any two Directors or by any one
Director and the Secretary of the Company under its corporate seal reproduced
thereon.

         Section 3. EXERCISE PRICE.

         3.1 INITIAL AND ADJUSTED EXERCISE PRICE. Except as otherwise provided
in Section 5 hereof, the exercise price of each Warrant shall be $2.75 per share
of Common Stock. The adjusted exercise price shall be the price which shall
result from time to time from any and all adjustments of the initial exercise
price in accordance with the provisions of Section 5 hereof.

         3.2 EXERCISE PRICE. The term "Exercise Price" as used herein shall mean
the initial exercise price or the adjusted exercise price, depending upon the
context.

                                       1
<PAGE>

         Section 4. RESTRICTIONS ON TRANSFER; REGISTRATION RIGHTS.

         4.1 REPRESENTATIONS. The Holders of the Warrants agree to the
following:

                  (a) Each Holder understands that the Warrants have not been
registered under applicable state and federal securities laws, and that such
Warrants cannot be resold or transferred unless they are so registered, or
unless such transfer qualifies for an exemption from such registration;

                  (b) Each Holder is acquiring the Warrants for investment
purposes only, and not with a view towards resale or distribution;

                  (c) Each Holder understands that all certificates which
represent the Warrants issued to him or her will bear a legend which
incorporates these restrictions; and

                  (d) Each Holder is familiar with the business and financial
condition of the Company, has been provided access and an opportunity to review
all material agreements, books and records of the Company and has been afforded
an opportunity to question the executive officers of the Company with respect to
the foregoing.

         4.2 RESTRICTIONS ON TRANSFER. Notwithstanding any provisions contained
in the Warrant Certificate to the contrary, these Warrants shall not be
transferable except upon the conditions specified in this SECTION 4, which
conditions are intended, among other things, to ensure compliance with the
provisions of the 1933 Act in respect of the transfer of the Warrants. The
Holders of the Warrants further agree that they will not transfer the Warrants
prior to delivery to the Company of an opinion of the Holder's counsel (as
provided for in SECTION 4.3), which opinion shall be acceptable to counsel for
the Company.

         4.3 OPINION OF COUNSEL. In connection with any transfer of the
Warrants, the following provisions shall apply:

                  (a) If in the opinion of counsel, which counsel and opinion
shall be acceptable to the Company, the proposed transfer of the Warrants may be
effected without registration of the Warrants under the 1933 Act, the Holders
shall be entitled to transfer the Warrants in accordance with the proposed
method of disposition.

                  (b) If in the opinion of counsel, which counsel and opinion
shall be acceptable to the Company, the proposed transfer of the Warrants may
not be effected without registration of the Warrants under the Securities Act,
the holder of the Warrants shall not be entitled to transfer the Warrants until
registration is effective.

         4.4 SUBSEQUENT HOLDERS. Anything contained herein to the contrary
notwithstanding, the provisions of this SECTION 4 shall be binding upon all
subsequent holders of the Warrants, and the Company shall not be required to
issue all of any portion of the Warrants to such Holder unless such Holder
agrees in writing in advance of such issuance to be so bound. The provisions of
this SECTION 4 shall survive the Expiration Date.

                                       2
<PAGE>

         4.5 SECURITIES ACT OF 1933 LEGEND. The Warrants have not been
registered under the Securities Act. Upon exercise of the Warrants, in part or
in whole, and until Holder sells the Warrant Shares, the certificates
representing the Warrant Shares shall bear the following legend:

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE OR FOREIGN
SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE
OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO
AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT OR SUCH LAWS OR AN
EXEMPTION FROM REGISTRATION UNDER SUCH SECURITIES ACT AND SUCH LAWS WHICH, IN
THE OPINION OF COUNSEL FOR THE HOLDER, WHICH COUNSEL AND OPINION ARE REASONABLY
SATISFACTORY TO COUNSEL FOR THIS CORPORATION, IS AVAILABLE.

         4.6 REQUIRED REGISTRATION.

                  (a) DEMAND REGISTRATION. If the Company shall receive from the
Holders of a majority of the Warrant Shares at any time prior to the Expiration
Date, a written request that the Company effect any registration with respect to
all or a part of the Warrant Shares, the Company will, as soon as practicable,
use its best efforts to effect such registration (including, without limitation,
filing post-effective amendments, appropriate qualifications under applicable
blue sky or other state securities laws, and appropriate compliance with the
Securities Act); and as would permit or facilitate the sale and distribution of
all or such portion of such Warrant Shares as are specified in such request and
cause such registration to remain effective until the earlier of six months have
elapsed or all of the Warrant Shares included therein have been sold.

                  The Company shall not be obligated to effect, or to take any
action to effect, any such registration pursuant to this Section:

                  (i) In any particular jurisdiction in which the Company would
         be required to execute a general consent to service of process in
         effecting such registration, qualification, or compliance, unless the
         Company is already subject to service in such jurisdiction and except
         as may be required by the Securities Act;

                  (ii) After the Company has initiated one such registration
         pursuant to this Section (counting for these purposes only
         registrations which have been declared or ordered effective and
         pursuant to which all securities have been sold); or

                  (iii) During the period starting with the date sixty (60) days
         prior to the Company's good faith estimate of the date of filing of,
         and ending on a date one hundred eighty (180) days after the effective
         date of, a Company-initiated registration; provided that the Company is
         actively 



                                       3
<PAGE>

         employing in good faith all reasonable efforts to cause such
         registration statement to become effective.

         Subject to the foregoing clauses (i) through (iii), the Company shall
file a registration statement covering the Warrant Shares so requested to be
registered as soon as practicable after receipt of the written request or
requests of the Holders; PROVIDED, HOWEVER, that if in the good faith judgment
of the Board of Directors of the Company, such registration would be seriously
detrimental to the Company and the Board of Directors of the Company concludes,
as a result, that it is essential to defer the filing of such registration
statement at such time, and the Company shall furnish to such Holders a
certificate signed by the President of the Company stating that in the good
faith judgment of the Board of Directors of the Company, it would be seriously
detrimental to the Company for such registration statement to be filed in the
near future and that it is, therefore, essential to defer the filing of such
registration statement, then the Company shall have the right to defer such
filing for the period during which such disclosure would be seriously
detrimental, provided that (except as provided in clause (iii) above) the
Company may not defer the filing for a period of more than one hundred eighty
(180) days after receipt of the request of the Holders, and, provided further,
that the Company shall not defer its obligation in this manner more than once in
any twelve (12) month period.

         If the Company or other persons shall request inclusion in any
registration pursuant to this Section of securities being sold for its or their
own accounts, the Holders shall offer to include such securities in the
underwriting and may condition such offer on their acceptance of the further
applicable provisions of this Section. The Company shall (together with all
Holders and other persons proposing to distribute their securities through such
underwriting) enter into an underwriting agreement in customary form with the
representative of the underwriter or underwriters selected for such underwriting
by a majority in interest of the Holders, which underwriters are reasonably
acceptable to the Company.

         (b) PIGGYBACK REGISTRATION. If the Company shall determine to register
any of its securities either for its own account or the account of a security
holder or holders exercising their respective demand registration rights (other
than pursuant to this Section), other than a registration relating solely to
employee benefit plans, or a registration relating solely to a Rule 145
transaction, or a registration on any registration form that does not permit
secondary sales, the Company will:

                  (i) promptly give to each Holder written notice thereof; and

                  (ii) use its best efforts to include in such registration (and
         any related qualification under blue sky laws or other compliance), and
         in any underwriting involved therein, all the Warrant Shares specified
         in a written request or requests, made by any Holder and received by
         the Company within twenty (20) days after the written notice from the
         Company described in clause (i) above is mailed or delivered by the
         Company. Such written request may specify all or a part of a Holder's
         Warrant Shares.

                                       4
<PAGE>

         The Holders agree to sell their Warrant Shares on the same terms as the
sale of other shares of Common Stock in the offering and agree to execute such
documents as shall be reasonably requested by the Company or its counsel in
connection with such offering.

         If the registration of which the Company gives notice is for a
registered public offering involving an underwriting, the Company shall so
advise the Holders as a part of the written notice given pursuant to this
Section. In such event, the right of any Holder to registration pursuant to this
Section shall be conditioned upon such Holder's participation in such
underwriting and the inclusion of such Holder's Warrant Shares in the
underwriting to the extent provided herein. All Holders proposing to distribute
their securities through such underwriting shall (together with the Company and
the other holders of securities of the Company with registration rights to
participate therein distributing their securities through such underwriting)
enter into an underwriting agreement in customary form with the representative
of the underwriter or underwriters selected by the Company.

                  (c) EXPENSES OF REGISTRATION. All registration expenses
incurred in connection with any registration, qualification or compliance
pursuant to this Section (including filing fees, printing expenses, blue sky
fees, and fees and expenses of the Company's counsel and accountants) shall be
borne by the Company. All expenses incurred by the Holders for their own counsel
or accountants and all selling expenses relating to securities so registered
(including underwriter discounts and commissions) shall be borne by the holders
of securities so registered on the basis of the number of shares of securities
so registered on their behalf.

                  (d) INDEMNIFICATION

                  (i) The Company will indemnify each Holder, each of its
         officers, directors and partners, legal counsel, and accountants and
         each person controlling such Holder within the meaning of Section 15 of
         the Securities Act, with respect to which registration, qualification,
         or compliance has been effected pursuant to this Section, and each
         underwriter, if any, and each person who controls within the meaning of
         Section 15 of the Securities Act any underwriter, against all expenses,
         claims, losses, damages, and liabilities (or actions, proceedings, or
         settlements in respect thereof) arising out of or based on any untrue
         statement (or alleged untrue statement) of a material fact contained in
         any prospectus, offering circular, or other document (including any
         related registration statement, notification, or the like), incident to
         any such registration, qualification, or compliance, or based on 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, or any violation by the Company of the
         Securities Act or any rule or regulation thereunder applicable to the
         Company and relating to action or inaction required of the Company in
         connection with any such registration, qualification, or compliance,
         and will reimburse each such Holder, each of its officers, directors,
         partners, legal counsel, and accountants and each person controlling
         such Holder, each such underwriter, and each person who controls any
         such underwriter, for any legal and any other expenses reasonably
         incurred in connection with investigating and defending or settling any
         such claim, loss, damage, liability, or action, provided that the
         Company will not be liable in any such case to the extent that any such
         claim, loss, damage, liability, or expense 


                                       5
<PAGE>

         arises out of or is based on any untrue statement or omission based
         upon written information furnished to the Company by such Holder or
         underwriter and stated to be specifically for use therein. It is agreed
         that the indemnity agreement contained in this Section shall not apply
         to amounts paid in settlement of any such loss, claim, damage,
         liability, or action if such settlement is effected without the consent
         of the Company (which consent has not been unreasonably withheld).

                  (ii) Each Holder will, if Warrant Shares held by him are
         included in the securities as to which such registration,
         qualification, or compliance is being effected, indemnify the Company,
         each of its directors, officers, partners, legal counsel, and
         accountants and each of its directors, officers, partners, legal
         counsel, and accountants and each underwriter, if any, of the Company's
         securities covered by such a registration statement, each person who
         controls the Company or such underwriter within the meaning of Section
         15 of the Securities Act, each other such Holder and other Shareholder,
         and each of their officers, directors, and partners, and each person
         controlling such Holder or other Shareholder, against all claims,
         losses, damages and liabilities (or actions in respect thereof) arising
         out of or based on any untrue statement (or alleged untrue statement)
         of a material fact contained in any such registration statement,
         prospectus, offering circular, or other document, 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 will reimburse the Company and such Holders, other
         Shareholders, directors, officers, partners, legal counsel, and
         accountants, persons, underwriters, or control persons for any legal or
         any other expenses reasonably incurred in connection with investigating
         or defending any such claim, loss, damage, liability, or action, in
         each case to the extent, but only to the extent, that such untrue
         statement (or alleged untrue statement) or omission (or alleged
         omission) is made in such registration statement, prospectus, offering
         circular, or other document in reliance upon and in conformity with
         written information furnished to the Company by such Holder and stated
         to be specifically for use therein provided, however, that the
         obligations of such Holder hereunder shall not apply to amounts paid in
         settlement of any such claims, losses, damages, or liabilities (or
         actions in respect thereof) if such settlement is effected without the
         consent of such Holder (which consent shall not be unreasonably
         withheld), and provided that in no event shall any indemnity under this
         Section exceed the gross proceeds from the offering received by such
         Holder.

         Section 5. ADJUSTMENTS TO EXERCISE PRICE AND NUMBER OF SHARES.

         5.1 SUBDIVISION AND COMBINATION. In case the Company shall at any time:
(i) subdivide the outstanding shares of Common Stock into a larger number of
shares, (ii) declare a dividend on the outstanding shares of Common Stock
payable in shares of Common Stock, or (iii) issue by reclassification of its
Common Stock any shares of its capital stock, the Exercise Price in effect
immediately after the record date for such dividend or distribution on the
effective date of such subdivision, combination or reclassification shall be
adjusted so that it shall equal the price determined by multiplying the Exercise
Price in effect immediately prior thereto by a fraction, of which the numerator
shall be the number of shares of Common Stock outstanding immediately before
such dividend, distribution, subdivision, combination or 


                                       6
<PAGE>

reclassification, and of which the denominator shall be the number of shares of
Common Stock outstanding immediately after such dividend, distribution,
subdivision, combination or reclassification. Such adjustment shall be made
successively whenever any event specified above shall occur. Notwithstanding the
foregoing, in the event the Company shall combine its outstanding shares of
Common Stock into a smaller number of shares, there shall be no adjustment in
the Exercise Price.

         5.2 ADJUSTMENT IN NUMBER OF WARRANT SHARES. Upon each adjustment of the
Exercise Price pursuant to the provisions of this Section 5, the number of
Warrant Shares issuable upon the exercise of each Warrant shall be adjusted to
the nearest full share by multiplying a number equal to the Exercise Price in
effect immediately prior to such adjustment by the number of Warrant Shares
issuable upon exercise of the Warrants immediately prior to such adjustment and
dividing the product so obtained by the adjusted Exercise Price.

         5.3 DEFINITION OF COMMON STOCK. For the purpose of this Agreement, the
term "Common Stock" shall mean: (i) the class of stock designated as Common
Stock in the Memorandum of Association of the Company as may be amended as of
the date hereof, or (ii) any other class of stock resulting from successive
changes or reclassifications of such Common Stock consisting solely of changes
in par value, or from par value to no par value, or from no par value to par
value.

         5.4 MERGER OR CONSOLIDATION. (a) In case the Company after the date
hereof: (i) shall consolidate with or merge into any other person and shall not
be the continuing or surviving corporation of such consolidation or merger, or
(ii) shall permit any other person to consolidate with or merge into the Company
and the Company shall be the continuing or surviving person but, in connection
with such consolidation or merger, the Common Stock shall be changed into or
exchanged for stock or other securities of any other person or cash or any other
property, or (iii) shall transfer all or substantially all of its properties or
assets to any other person, or (iv) shall effect a capital reorganization or
reclassification of the Common Stock (other than a capital reorganization or
reclassification resulting in the issue of additional shares of Common Stock for
which adjustment in the Exercise Price is provided in this Section 5), then, and
in the case of each such transaction, proper provision shall be made so that,
upon the basis and the terms and in the manner provided in this Agreement and
the Warrants, the Holders of the Warrants, upon the exercise thereof at any time
after the consummation of such transaction, shall be entitled to receive (at the
aggregate Exercise Price in effect at the time of such consummation for all
Common Stock issuable upon such exercise immediately prior to such
consummation), in lieu of the Common Stock, the highest amount of securities,
cash or other property to which such Holders would actually have been entitled
as shareholders upon such consummation if such Holders had exercised the rights
represented by the Warrants immediately prior thereto, subject to adjustments
(subsequent to such consummation) as nearly equivalent as possible to the
adjustments provided for in this Section 5.

         5.5 ASSUMPTION OF OBLIGATIONS. Notwithstanding anything contained in
the Warrants to the contrary, the Company will not effect any of the
transactions described in clauses (i) through (iv) of Section 5.4 unless, prior
to the consummation thereof, each person (other than the Company) which may be
required to deliver any stock, securities, cash or property upon the exercise of
the Warrants as provided herein shall assume, by written instrument delivered to
the Holders of the Warrants, (a) the obligations of the Company under the
Warrants (including this 


                                       7
<PAGE>

EXHIBIT I) (and if the Company shall survive the consummation of such
transaction, such assumption shall be in addition to, and shall not release the
Company from, any continuing obligations of the Company under this EXHIBIT I and
the Warrants) and (b) the obligation to deliver to such Holders such shares of
stock, securities, cash or property as, in accordance with the foregoing
provisions of this Section 5, such Holders may be entitled to receive, and such
person shall have similarly delivered to such Holders an opinion of counsel for
such person stating that the Warrants (including this EXHIBIT I) shall
thereafter continue in full force and effect and the terms hereof (including,
without limitation, all of the provisions of this Section 5) shall be applicable
to the stock, securities, cash or property which such person may be required to
deliver upon any exercise of the Warrants or the exercise of any rights pursuant
hereto.

         5.6 DIVIDENDS AND OTHER DISTRIBUTIONS. If, at any time or from time to
time after the date of this Warrant, the Company shall issue or distribute to
the holders of shares of Common Stock, evidences of its indebtedness, any other
securities of the Company or any cash, property or other assets (excluding a
subdivision, combination or reclassification, or dividend or distribution
payable in shares of Common Stock, referred to in Section 5.1, and also
excluding cash dividends or cash distributions paid out of net profits legally
available therefor if the full amount thereof, together with the value of other
dividends and distributions made substantially concurrently therewith or
pursuant to a plan which includes payment thereof, is equivalent to not more
than 5% of the Company's net worth) (any such non-excluded event being herein
called a "Special Dividend"), the Exercise Price shall be adjusted by
multiplying the Exercise Price then in effect by a fraction, the numerator of
which shall be the then current market price of the Common Stock (defined as the
average for the thirty consecutive business days immediately prior to the record
date of the daily closing price of the Common Stock as reported by the national
securities exchange upon which the Common Stock is then listed or if not listed
on any such exchange, the average of the closing prices as reported by the
National Association of Securities Dealers, Inc. Automated Quotations System
("Nasdaq") Stock Market's National Market, or if not then listed on the Nasdaq
National Market, the average of the highest reported bid and lowest reported
asked prices as reported by the Nasdaq, or if not then publicly traded, as the
fair market price as determined by the Company's Board of Directors) less the
fair market value (as determined by the Company's Board of Directors) of the
evidences of indebtedness, cash, securities or property, or other assets issued
or distributed in such Special Dividend applicable to one share of Common Stock
and the denominator of which shall be such then current market price per share
of Common Stock. An adjustment made pursuant to this Section 5.6 shall become
effective immediately after the record date of any such Special Dividend.

         5.7 OTHER DILUTIVE EVENTS. In case any event shall occur as to which
the other provisions of this Section 5 are similar to, but not strictly
applicable but as to which the failure to make any adjustment would not fairly
protect the purchase rights represented by the Warrants (including this EXHIBIT
I) in accordance with the essential intent and principles hereof then, in each
such case, the Holders collectively may appoint a firm of independent public
accountants of recognized national standing reasonably acceptable to the
Company, which shall give their opinion as to the adjustment, if any, on a basis
consistent with the essential intent and principles established herein,
necessary to preserve the purchase rights represented by the Warrants (including
this EXHIBIT I). Upon receipt of such opinion the Company will promptly mail a
copy thereof to the Holders and shall make the adjustments described therein.
The fees and expenses of such independent public accountants shall be borne by
the Company. If the Company shall at any time or from time to time hereafter:
(i) sell or issue any additional shares of its Common 


                                       8
<PAGE>

Stock (other than upon exercise of the Warrants) and any other warrant issued
upon exchange of the Warrants, for a consideration per share less than the
Exercise Price in effect immediately prior to such sale or issuance, or without
consideration; or (ii) sell or issue any rights or options to purchase Common
Stock of the Company or sell or issue any securities of any kind convertible
into shares of Common Stock of the Company in which the option, purchase,
exercise or conversion price (or consideration) per share, as the case may be,
is less than the Exercise Price in effect immediately prior to such sale or
issuance, then and in each such case, the Exercise Price in effect immediately
prior to such sale or issuance shall immediately and automatically be reduced to
the consideration per share received by the Company upon such sale or issuance
as specified in (i) above or to the option, purchase, exercise or conversion
price (or consideration) per share upon such sale or issuance as specified in
(ii) above, as the case may be.

         5.8 NOTICE OF ADJUSTMENT EVENTS. Whenever the Company contemplates the
occurrence of an event which would give rise to adjustments under this Section
5, the Company shall mail to each Holder, at least thirty (30) days prior to the
record date with resect to such event or, if no record date shall be
established, at least thirty (30) days prior to such event, a notice specifying:
(i) the nature of the contemplated event, (ii) the date of which any such record
is to be taken for the purpose of such event, (iii) the date on which such event
is expected to become effective and (iv) the time, if any is to be fixed, when
the holders of record of Common Stock shall be entitled to exchange their shares
of Common Stock for securities or other property deliverable in connection with
such event.

         5.9 NOTICE OF ADJUSTMENTS. Whenever the Exercise Price or the kind of
securities or property issuable upon exercise of the Warrants, or both, shall be
adjusted pursuant to this Section 5, the Company shall make a certificate signed
by its President or a Vice President and by its Chief Financial Officer,
Secretary or Assistant Secretary, setting forth, in reasonable detail, the event
requiring the adjustment, the amount of the adjustment, the method of which such
adjustment was calculated (including a description of the basis on which the
Company made any determination hereunder), and the Exercise Price and the kind
of securities or property issuable upon exercise of the Warrants after giving
effect to such adjustment, and shall cause copies of such certificate to be
mailed (by first class mail postage prepaid) to each Holder promptly after each
adjustment.

         5.10 PRESERVATION OF RIGHTS. The Company will not, by amendment of its
Memorandum of Association or through any consolidation, merger, reorganization,
transfer of assets, dissolution, issue or sale of securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms of the Warrants (including this EXHIBIT I) or the rights represented
thereby, 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 Holders of the Warrants
against dilution or other impairment.

         5.11 WHEN NO ADJUSTMENT REQUIRED. No adjustment in the Exercise Price
shall be required unless such adjustment would require an increase or decrease
of at least $0.05 per share of Common Stock; PROVIDED, HOWEVER, that any
adjustments which by reason of this Section 5.11 are not required to be made
shall be carried forward and taken into account in any subsequent adjustment;
PROVIDED FURTHER, however, that adjustments shall be required and made in
accordance with the provisions of this Section 5 (other than this Section 5.11)
not later than such time as may be required in order to preserve the tax-free
nature of a distribution to the Holders of 


                                       9
<PAGE>

the Warrants. All calculations under this Section 5 shall be made to the nearest
cent or to the nearest 1/100th of a share, as the case may be. Anything in this
Section 5 to the contrary notwithstanding, the Company shall be entitled to make
such reductions in the Exercise Price, in addition to those required by this
Section 5, as it in its discretion shall deem to be advisable in order that any
stock dividend, subdivision of shares or distribution of rights to purchase
stock or securities convertible or exchangeable for stock hereafter made by the
Company to its shareholders shall not be taxable.

         Section 6. EXCHANGE AND REPLACEMENT OF WARRANT CERTIFICATES. Each
Warrant Certificate is exchangeable without expense, upon the surrender thereof
by the registered Holder at the principal executive office of the Company, for a
new Warrant Certificate of like tenor and date representing in the aggregate the
right to purchase the same number of Warrant Shares in such denominations as
shall be designated by the Holder thereof at the time of such surrender.

         Upon receipt by the Company of evidence reasonably satisfactory to it
of the loss, theft, destruction or mutilation of any Warrant Certificate, and,
in case of loss, theft or destruction, of indemnity or security reasonably
satisfactory to it, and reimbursement to the Company of all reasonable expenses
incidental thereto, and upon surrender and cancellation of the Warrants, if
mutilated, the Company will make and deliver a new Warrant Certificate of like
tenor, in lieu thereof.

         Section 7. ELIMINATION OF FRACTIONAL INTERESTS. The Company shall not
be required to issue certificates representing fractions of shares of Common
Stock upon the exercise of the Warrants, nor shall it be required to issue scrip
or pay cash in lieu of fractional interests, it being the intent of the parties
that all fractional interests shall be eliminated by rounding any fraction up to
the nearest whole number of shares of Common Stock.

         Section 8. RESERVATION OF SECURITIES. The Company shall at all times
reserve and keep available out of its authorized shares of Common Stock, solely
for the purpose of issuance upon the exercise of the Warrants, such number of
shares of Common Stock as shall be issuable upon the exercise thereof. The
Company covenants and agrees that, upon exercise of the Warrants and payment of
the Exercise Price therefor, all shares of Common Stock shall be duly and
validly issued, fully paid, nonassessable and not subject to the preemptive
rights of any shareholder.

         Section 9. NOTICES TO WARRANT HOLDERS. Nothing contained in this
EXHIBIT I shall be construed as conferring upon the Holders the right to vote or
to consent or to receive notice as a shareholder in respect of any meetings of
shareholders for the election of directors or any other matter, or as having any
rights whatsoever as a shareholder of the Company. If, however, at any time
prior to the expiration of the Warrants and their exercise, any of the following
events shall occur:

                  (a) the Company shall take a record of the holders of its
         shares of Common Stock for the purpose of determining the holders
         thereof who are entitled to receive any dividend or other distribution
         payable;

                                       10
<PAGE>

                  (b) the Company shall offer to all the holders of its Common
         Stock any additional shares of capital stock of the Company or
         securities convertible into or exchangeable for shares of capital stock
         of the Company, or any option, right or warrant to subscribe therefor;
         or

                  (c) a voluntary or involuntary dissolution, liquidation or
         winding-up of the Company (other than in connection with a
         consolidation or merger) or any capital reorganization,
         recapitalization or reclassification or a sale of all or substantially
         all of its property, assets and business as an entirety shall be
         proposed.

then, in any one or more of said events, the Company will mail to each Holder of
a Warrant a notice specifying (i) the date or expected date on which any such
record is to be taken for the purpose of such dividend, distribution or right,
and the amount and character of such dividend, distribution or right, and (ii)
the date or expected date on which any such reorganization, reclassification,
recapitalization, consolidation, merger, sale, dissolution, liquidation or
winding-up is to take place and the time, if any such time is to be fixed, as of
which the holders of record of Common Stock shall be entitled to exchange their
shares of Common Stock for the securities or other property deliverable upon
such reorganization, reclassification, recapitalization, consolidation, merger,
sale, dissolution, liquidation or winding-up. Such notice shall be mailed at
least thirty (30) days prior to the date therein specified.

         Section 10. NOTICES.

         All notices, requests, consents and other communications hereunder
shall be in writing and shall be deemed to have been duly given or made at the
time delivered by hand if personally delivered; five calendar days after mailing
if sent by registered or certified mail; when receipt is confirmed, if
telecopied; and the next business day after timely delivery to the courier, if
sent by overnight air courier guaranteeing next day delivery (except that a
notice of change of address shall not be deemed to have been given until
actually received by the addressee):

                  (a) If to the registered Holder of the Warrants, to the
         address of such Holder as shown on the books of the Company; or

                  (b) If to the Company, to the address set forth in Section 1
         hereof or to such other address as the Company may designate by notice
         to the Holders.

         Section 11. SUCCESSORS. All the covenants and provisions of this
EXHIBIT I shall be binding upon and inure to the benefit of the Company, the
Holders and their respective successors and assigns hereunder.

         Section 12. GOVERNING LAW. This EXHIBIT I and each Warrant shall be
governed and construed in accordance with the laws of the State of Florida
applicable to contracts made and performed in the State of Florida without
giving effect to the principles of conflicts of law thereof.

                                       11
<PAGE>

         Section 13. ENTIRE AGREEMENT; MODIFICATION. This EXHIBIT I (including
the Warrant Certificate and the Subscription Agreements with respect to
registration rights) contains the entire understanding between the parties
hereto with respect to the subject matter hereof and may not be modified or
amended except by a writing duly signed by the party against whom enforcement of
the modification or amendment is sought.

         Section 14. SEVERABILITY. If any provision of this EXHIBIT I shall be
held to be invalid or unenforceable, such invalidity or unenforceability shall
not affect any other provision of this EXHIBIT I.

         Section 15. CAPTIONS. The caption headings of the Sections of this
EXHIBIT I are for convenience of reference only and are not intended to be, nor
should they be construed as, part of this EXHIBIT I and shall be given no
substantive effect.

         Section 16. BENEFITS OF THIS EXHIBIT I. Nothing in this EXHIBIT I shall
be construed to give any person or corporation other than the Company and the
registered Holder(s) of the Warrant Certificates or Warrant Shares any legal or
equitable right, remedy or claim under this EXHIBIT I; and this EXHIBIT I shall
be for the sole and exclusive benefit of the Company and any registered
Holder(s) of the Warrant Certificates or Warrant Shares.

                                       12