WARRANT

     THIS WARRANT AND THE SHARES OF COMMON STOCK (AS DEFINED BELOW) ISSUABLE
UPON EXERCISE OF THIS WARRANT ARE SUBJECT TO THE TERMS AND CONDITIONS OF A
WARRANT PURCHASE AGREEMENT, DATED AS OF THE DATE HEREOF BETWEEN IMAGEMAX, INC.
(THE "COMPANY") AND COMMERCE BANK, NA, AS AGENT FOR THE LENDERS (THE "AGENT")
WHICH ARE, OR MAY BECOME, PARTY TO THAT CERTAIN CREDIT AGREEMENT OF EVEN DATE
HEREWITH BY AND BETWEEN THE COMPANY, ALL OF ITS DIRECT AND INDIRECT SUBSIDIARIES
(COLLECTIVELY, THE "BORROWERS"), THE AGENT AND SUCH LENDERS. COPIES OF SUCH
AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF
RECORD OF THIS WARRANT TO THE COMPANY.

     NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK (AS DEFINED BELOW)
ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "ACT"), AND NEITHER MAY BE OFFERED, SOLD OR
OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER
THE ACT OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL OR OTHER
EVIDENCE SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS
NOT REQUIRED.

No.: 2000-4                                                Warrant to Subscribe
Date of Issuance: June 9, 2000                             for 100,000 Shares of
                                                           Common Stock

                           STOCK SUBSCRIPTION WARRANT

                   To Subscribe for and Purchase Common Stock

                                 IMAGEMAX, INC.

     IMAGEMAX, INC., a Pennsylvania corporation (the "Company"), for value
received, hereby certifies and agrees that the Agent, or its registered assigns
(the Agent, any successor or successors to the Agent, or any assignee of the
Agent or its respective successors, the "Holder"), is entitled to subscribe for,
at any time and from time to time during the Exercise Period (as defined in
Section 2 below) One Hundred Thousand (100,000) duly authorized, validly issued,
fully paid and nonassessable shares of the Company's common stock, no par value
("Common Stock"), subject to adjustment as set forth in Section 5 hereof (the
"Warrant Shares"), at the Exercise Price (as defined, and subject to adjustment
as set forth in Section 5 below), as provided herein. This Warrant was
originally issued in connection with that certain Credit Agreement of even date
herewith by and among the Borrowers, the Agent and the Lenders which are, or
which may become, a party thereto (the "Credit Agreement"), and that certain
Warrant Purchase Agreement (the "Warrant Purchase Agreement") also of even date
herewith entered in connection therewith.


<PAGE>

     This Warrant is subject to the following provisions, terms and conditions.

     1. Exercise of Warrant.

          (a) Optional Exercise; Issuance of Certificates; Payment for Shares;
Additional Warrants. The rights represented by this Warrant may be exercised by
the Holder hereof, in whole or in part (but not as to a fractional share of
Common Stock), by the surrender of this Warrant (properly endorsed if required)
(or, in the event that such Warrant has been lost, stolen or destroyed, the
Holder shall execute an agreement reasonably satisfactory to the Company to
indemnify the Company from any loss incurred by it resulting from the fact that
such Warrant has been lost, stolen or destroyed), together with a completed
Exercise Agreement in the form attached hereto as Exhibit A (the "Exercise
Agreement") at the office of the Company at 455 Pennsylvania Avenue, Ft.
Washington, PA 19034 (or such other office or agency of the Company as it may
designate by notice in writing to the Holder hereof at the address of such
Holder appearing on the books of the Company at any time within the Exercise
Period) and upon (i) payment to the Company of the purchase price for such
shares in cash, check or wire transfer of immediately available funds or (ii) by
delivery to the Company of a completed Exercise Agreement indicating the
Holder's intention to effect a Cashless Exercise (as defined in, and in
accordance with the provisions of, Section 1(c) below), for the number of
Warrant Shares indicated in the Exercise Agreement. The Company agrees that the
Warrant Shares so purchased shall be and are deemed to be issued to the Holder
hereof as the record owner of such shares as of the close of business on the
date on which this Warrant shall have been surrendered and payment made for such
shares as aforesaid. Certificates for the shares of stock so purchased shall be
delivered to the Holder hereof at the address specified by the Holder within a
reasonable time, not exceeding ten (10) days, after the rights represented by
this Warrant shall have been so exercised, and, unless this Warrant has expired,
a new Warrant representing the number of shares, if any, with respect to which
this Warrant shall not then have been exercised shall also be delivered to the
Holder hereof within such time.

               (i) Exercise Price; Adjustments to Exercise Price. The exercise
price of the Warrant Shares pursuant to this Warrant shall be $3.50 per share,
subject to adjustments as set forth in Section 1(b)(ii) and Section 5 below (the
"Exercise Price").

               (ii) Notwithstanding the foregoing, the Exercise Price shall be
subject to adjustment as follows:

                    (A) if on February 16, 2004 the average Market Price (as
defined below) of the Company's Common Stock has been at or below $4.00 (subject
to adjustment under circumstances set forth in Sections 5(b) - (d) hereof) per
share for a period of twenty (20) consecutive trading days, then the Exercise
Price shall be reduced to the lesser of (i) $2.20 (subject to adjustment under
the circumstances set forth in Sections 5(b) - (d) hereof) per share or (ii)
eighty percent (80%) of the average Market Price for such twenty (20) trading
day period; and

                    (B) if on February 16, 2004 the Company's Common Stock has
no Market Price (as defined below), then the Exercise Price shall be reduced to
the lesser of (i) $2.20 per share or (ii) eighty percent (80%) of the Appraised
Value (as defined

                                       2

<PAGE>

below) on February 16, 2004 (the "Appraised Value Measurement Date"); provided,
however that:

                    (C) if, at any time during the period after February 16,
2004 the Company receives a bona fide offer, which the Company intends to
accept, to engage in an Exit Event (as defined in the TDH Loan Documents (as
such term is defined in the Warrant Purchase Agreement) as in effect on the date
hereof without giving effect to any changes thereto entered into after the date
hereof) which reflects a value per share of Common Stock of the Company of $4.80
or more (subject to adjustment under the circumstances set forth in Sections
5(b) - (d) hereof), upon its receipt of written notice from the Company with
respect thereto, the Holder may not exercise any portion of this Warrant except
concurrently with and as part of such Exit Event and, if the Exit Event closes
prior to that date which is 180 days after February 16, 2004, the reductions in
the exercise price provided for in Section 1(b)(ii)(A) and (B) shall be reversed
and the Exercise Price shall again be $3.50 per share (subject to adjustment
under the circumstances set forth in Sections 5(b) - (d) hereof). If no Exit
Event closes prior to that date which is 180 days after February 16, 2004, this
Section 1(b)(ii)(C) shall be of no further force or effect.

     "Market Price" shall mean, per share of Common Stock, as of the date of
determination, the closing price per share of Common Stock on such date
published in The Wall Street Journal or, if no such closing price on such date
is published in The Wall Street Journal, then the average of the reported
closing bid and asked prices on such date, as officially reported on the
principal national securities exchange (including for this purpose, without
limitation, The Nasdaq Stock Market, Inc.) on which the Common Stock is then
listed or admitted to trading. If the Common Stock is not then listed or
admitted to trading on any such national securities exchange, then the Common
Stock shall be deemed to have no "Market Price".

     "Appraised Value" shall mean the value of a share of the Company's Common
Stock on the Appraised Value Measurement Date as determined, at the Company's
expense, by an investment banker satisfactory to the Company and the Holder.

          (b) Cashless Exercise. Notwithstanding anything to the contrary
contained in this Warrant, this Warrant may be exercised by presentation and
surrender of this Warrant to the Company at its principal executive offices with
a completed Exercise Agreement, indicating the Holder's intention to effect a
cashless exercise, including a calculation (to the extent then calculable) of
the number of shares of Common Stock to be issued upon such exercise in
accordance with the terms hereof (a "Cashless Exercise", and the date of such
presentation and surrender being herein referred to as the "Cashless Exercise
Date"). In the event of a Cashless Exercise, in lieu of paying the Exercise
Price in cash, check or immediately available funds, the Holder shall surrender
this Warrant for that number of shares of Common Stock determined by multiplying
the number of Warrant Shares by a fraction, the numerator of which shall be the
difference, if any, of the average Market Price for the twenty (20) trading day
period preceding the date of the Exercise Agreement (or, if there is no such
Market Price, the Appraised Value on the date of the Exercise Agreement), less
the Exercise Price in effect as of such date, and the denominator of which shall
be such average Market Price for such twenty (20) trading day period (or, if
there is no such Market Price, the Appraised Value on the date of the Exercise
Agreement).

                                       3

<PAGE>

     2. Exercise Period; Governmental Approvals.

          (a) This Warrant shall be exercisable at any time and from time to
time during the period commencing upon the first anniversary of the date of
issuance set forth on the first page of this Warrant (the "Date of Issuance")
and continuing until the fifth anniversary of the Date of Issuance; provided,
however, that notwithstanding the foregoing, in the event of a Change of Control
(as such term is defined in the Warrants of the Company issued as part of the
TDH Loan Documents) occurs prior to the first anniversary of the Date of
Issuance, this Warrant shall become immediately exercisable upon the occurrence
of the Change of Control of the Company (the "Exercise Period").

          (b) The Company covenants that if any registrations, filings or
approvals are required pursuant to United States or state law or applicable
governing rules ("Government Approvals") before any Warrant Shares may be issued
upon exercise, the Company will in good faith and as expeditiously as possible
endeavor to cause such Government Approvals to be obtained; provided, however,
that in no event shall such Warrant Shares be issued, and the Company is hereby
authorized to suspend the exercise of all Warrants, for the period during which
such Government Approvals are required but not in effect. If the Exercise Period
of the Warrants expires during any time that the exercise of the Warrants has
been suspended, the right to exercise the Warrants shall not expire until thirty
(30) days after the Company has notified the Holder thereof (by first class
mail, postage prepaid) that the required Government Approvals are in effect, and
that the aforementioned suspension is no longer in effect.

     3. No Fractional Shares. No fractional shares of Common Stock or scrip
representing fractional shares shall be issued upon exercise of this Warrant. If
any fractional share of Common Stock would be issuable upon the exercise of this
Warrant, then the Company shall make an adjustment therefor in cash at the
Exercise Price.

     4. [Intentionally Deleted]

     5. Adjustments. The Exercise Price and the number of shares purchasable
hereunder are subject to adjustment from time to time as follows:

          (a) Anti-Dilution.

               (i) Subject to Section 5(a)(v) below, in the event the Company
shall hereafter issue additional shares of Common Stock, options or other
securities convertible into or exchangeable for Common Stock at a price or
conversion or exercise price (as the case may be) which is less than the
Exercise Price (the "Additional Shares"), the Exercise Price shall be
automatically lowered to a price equal to the price or conversion price or
exercise price (as the case may be) for such Additional Shares.

               (ii) If the Company at any time and in any manner issues or sells
any stock, warrants, rights or options pursuant to which the recipient may
subscribe for or purchase Common Stock ("Options") the "price or conversion or
exercise price (as the case may be)" in accordance with Section 5(a)(i) shall be
determined by dividing (i) the total amount, if

                                       4

<PAGE>

any, received or receivable by the Company as consideration for the issuance or
granting of all such Options, plus the minimum aggregate amount of additional
consideration, if any, payable to the Company upon the exercise of all such
Options, plus, in the case of Convertible Securities issuable upon the exercise
of such Options, the minimum aggregate amount of additional consideration
payable upon the exercise, conversion or exchange thereof at the time such
Convertible Securities first become exercisable, convertible or exchangeable, by
(ii) the maximum total number of shares of Common Stock issuable upon the
exercise of all such Options (assuming full conversion of Convertible
Securities, if applicable). No further adjustment to the Exercise Price will be
made upon the actual issuance of such Common Stock upon the exercise of such
Options or upon the exercise, conversion or exchange of Convertible Securities
issuable upon exercise of such Options.

              (iii) (A) If the Company at any time and in any manner issues or
sells any securities which are exercisable for, convertible into or exchangeable
for, Common Stock ("Convertible Securities"), whether or not immediately
convertible (other than where such Convertible Securities are issuable upon the
exercise of Options), the "price or conversion or exercise price (as the case
may be)" in accordance with Section 5(a)(i) shall be determined by dividing (i)
the total amount, if any, received or receivable by the Company as consideration
for the issuance or sale of all such Convertible Securities, plus the minimum
aggregate amount of additional consideration, if any, payable to the Company
upon the exercise, conversion or exchange thereof at the time such Convertible
Securities first become exercisable, convertible or exchangeable, by (ii) the
maximum total number of shares of Common Stock issuable upon the exercise,
conversion or exchange of all such Convertible Securities. No further adjustment
to the Exercise Price will be made upon the actual issuance of such Common Stock
upon exercise, conversion or exchange of such Convertible Securities.

                    (B) If the Company in any manner issues or sells any
Convertible Securities with a variable conversion or exercise price or exchange
ratio, then the price per share for which Common Stock is issuable upon such
exercise, conversion or exchange for purposes of the calculation contemplated by
Section 5(a)(iii)(A) shall be deemed to be the lowest price per share which
would be applicable (assuming all holding period and other conditions to any
discounts contained in such Convertible Security have been satisfied).

               (iv) If the total number of shares of Common Stock issuable upon
exercise of Options or upon exercise, conversion or exchange of Convertible
Securities, in each case for which an adjustment was made pursuant to Section
5(a), is not, in fact issued and the rights to exercise such Options or to
exercise, convert or exchange such Convertible Securities shall have expired or
terminated, the Exercise Price then in effect shall be readjusted to the
Exercise Price which would have been in effect at the time of such expiration or
termination had such Option or Convertible Securities, to the extent outstanding
immediately prior to such expiration or termination (other than in respect of
the actual number of shares of Common Stock issued upon exercise, conversion or
exchange thereof), never been issued.

               (v) No adjustment to the Exercise Price will be made under this
Section 5(a) upon (i) the exercise of any of the Options granted pursuant to the
Company's Stock Option Plan for 1,090,000 shares of Common Stock outstanding
prior to the date this Warrant was originally issued; (ii) the issuance, grant
or exercise of any stock or

                                       5

<PAGE>

Options, which are contemporaneously herewith being, or may hereafter be issued,
granted or exercised under the plan in existence on the date this Warrant was
originally issued relating to employees, directors or independent contractors of
the Company; provided that the maximum number of shares of Common Stock so
issued or issuable upon the exercise of such Options shall not exceed one
million one hundred thirty-five thousand (1,135,000) shares; or (iii) the
exercise of this Warrant.

               (vi) Upon each adjustment of the Exercise Price pursuant to the
provisions of this Section 5(a), the number of shares of Common Stock issuable
upon exercise of this Warrant shall be adjusted by multiplying a number equal to
the Exercise Price in effect immediately prior to such adjustment by the number
of shares of Common Stock issuable upon exercise of this Warrant immediately
prior to such adjustment and dividing the product so obtained by the adjusted
Exercise Price.

          (b) Stock Dividend, Split or Subdivision of Shares. If the number of
shares of Common Stock outstanding at anytime after the date hereof is increased
or deemed increased by a stock dividend payable in shares of Common Stock or
other securities convertible into or exchangeable for shares of Common Stock
("Equivalents") or by a subdivision or split-up of shares of Common Stock or
Equivalents (other than a change in par value, from par value to no par value or
from no par value to par value), then, following the effective date fixed for
the determination of holders of Common Stock or Equivalents entitled to receive
such stock dividend, subdivision or split-up, the Exercise Price shall be
appropriately decreased and the number of Warrant Shares shall be increased in
proportion to such increase in outstanding shares (on a fully diluted basis if
the dividend is payable in Equivalents).

          (c) Combination of Shares. If, at any time after the date hereof, the
number of shares of Common Stock outstanding is decreased by a combination of
the outstanding shares of Common Stock (other than a change in par value, from
par value to no par value or from no par value to par value), then, following
the effective date for such combination, the Exercise Price shall be
appropriately increased and the number of Warrant Shares shall be decreased in
proportion to such decrease in outstanding shares.

          (d) Reorganizations, Consolidations, etc. In the event, at any time
after the date hereof, of any capital reorganization, or any reclassification of
the capital stock of the Company (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
stock dividend or subdivision, split-up or combination of shares), or the
consolidation or merger of the Company with or into another person (other than a
consolidation or merger in which the Company is the continuing corporation and
which does not result in any change in the powers, designations, preferences and
rights, or the qualifications, limitations or restrictions, if any, of the
capital stock of the Company as amended from time to time) or of the sale or
other disposition of all or substantially all the properties and assets of the
Company in its entirety to any other person (any such transaction, an
"Extraordinary Transaction"), then this Warrant shall be exercisable for the
kind and number of shares of stock or other securities or property of the
Company, or of the corporation resulting from or surviving such Extraordinary
Transaction, that a Holder of the number of shares of Common Stock deliverable
(immediately prior to the effectiveness of the Extraordinary Transaction) upon
exercise of this Warrant would have been entitled to receive upon such
Extraordinary

                                       6

<PAGE>

Transaction. The provisions of this Section 5(d) shall similarly apply to
successive Extraordinary Transactions.

          (e) Calculations. All calculations under this Section 5 shall be made
to the nearest cent ($.01) or to the nearest share, as the case may be.

          (f) Certificate as to Adjustments. Upon the occurrence of each
adjustment or readjustment pursuant to this Section 5, the Company at its own
expense shall promptly compute such adjustment or readjustment in accordance
with the terms hereof and furnish to each the Holder hereof a certificate
setting forth such adjustment or readjustment and showing in detail the facts
upon which such adjustment or readjustment is based. The Company shall, upon the
written request, at any time, of any such Holder, furnish or cause to be
furnished to such Holder a like certificate setting forth: (i) such adjustments
and readjustments; (ii) the Exercise Price at the time in effect; and (iii) the
number of shares and the amount, if any, of other property that at the time
would be received upon the exercise of the Warrant.

     6. Shares to be Fully Paid; Reservation of Shares. The Company covenants
and agrees that all of the Warrant Shares, upon issuance, be duly authorized,
validly issued, fully paid and nonassessable and free from all taxes, liens and
charges with respect to the issue thereof. The Company further covenants and
agrees that 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 issue or transfer upon exercise of the subscription
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.

     7. Notices. In case at any time:

          (a) the Company shall declare any cash dividend upon its Common Stock;

          (b) the Company shall declare any dividend upon its Common Stock
payable in stock or make any special dividend or other distribution (other than
regular cash dividends) to the holders of Common Stock;

          (c) the Company shall offer for subscription pro rata to the holders
of its Common Stock any additional shares of stock of any class or other rights;

          (d) there shall be any capital reorganization, or reclassification of
the capital stock of the Company, or consolidation or merger of the Company
with, or sale of all or substantially all of its assets to, another corporation;
or

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

     then, in any one or more of said cases, the Company shall give, by first
class mail, postage prepaid, addressed to the Holder of this Warrant at the
address of such Holder as shown on the books of the Company, (i) at least 10
days prior written notice of the date on which the

                                       7

<PAGE>

books of the Company shall close or a record shall be taken for such dividend,
distribution or subscription rights or for determining rights to vote in respect
of any such reorganization, reclassification, consolidation, merger, sale,
dissolution, liquidation or winding up, and (ii) in the case of any such
reorganization, reclassification, consolidation, merger, sale, dissolution,
liquidation or winding up, at least 10 days prior written notice of the date
when the same shall take place. Such notice in accordance with the foregoing
clause (i) shall also specify, in the case of any such dividend, distribution or
subscription rights, the date on which the holders of Common Stock shall be
entitled thereto, and such notice in accordance with the foregoing clause (ii)
shall also specify the date on which the holders of Common Stock shall be
entitled to exchange their Common Stock for securities or other property
deliverable upon such reorganization, reclassification, consolidation, merger,
sale, dissolution, liquidation or winding up, as the case may be.

     8. Restriction on Transfer.

          (a) This Warrant and the rights granted to the Holder are
transferable, in whole or in part, upon surrender of this Warrant, together with
a properly executed assignment in the form attached hereto as Exhibit B, at the
office or agency of the Company referred to in Section 1 above, provided,
however, that any transfer or assignment shall be subject to the conditions set
forth in the Warrant Purchase Agreement. Until due presentment for registration
of transfer on the books of the Company, the Company may treat the registered
holder hereof as the owner and holder hereof for all purposes, and the Company
shall not be affected by any notice to the contrary.

          (b) Exercise or Transfer Without Registration. If, at the time of the
surrender of this Warrant in connection with any exercise, transfer, or exchange
of this Warrant, this Warrant (or, in the case of any exercise, the Warrant
Shares issuable hereunder) shall not be registered under the Act and under
applicable state securities or blue sky laws, the Company may require, as a
condition of allowing such exercise, transfer, or exchange, that the holder or
transferee of this Warrant, as the case may be, furnish to the Company a written
opinion of counsel, in form, substance and scope customary to opinions typically
delivered in transactions of this nature, to the effect that such exercise,
transfer, or exchange may be made without registration under the Act and under
applicable state securities or blue sky laws.

     9. No Rights or Liabilities as a Shareholder. This Warrant shall not
entitle the Holder to any voting rights or other rights as a shareholder of the
Company. No provision of this Warrant, in the absence of affirmative action by
the Holder to purchase Warrant Shares, and no mere enumeration herein of the
rights or privileges of the holder hereof, shall give rise to any liability of
such holder for the Exercise Price or as a shareholder of the Company, whether
such liability is asserted by the Company or by creditors of the Company.

     10. Issue Tax. The issuance of certificates for Warrant Shares shall be
made without charge to the holders of the Warrant for any issuance tax in
respect thereof, provided 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 certificate in a name other than that of the Holder of the
Warrant exercised.

                                       8

<PAGE>

     11. Closing of Books. The Company will at no time close its transfer books
against the transfer of any Warrant or of any Warrant Shares in any manner which
interferes with the timely exercise of this Warrant.

     12. Descriptive Headings and Governing Law. The descriptive headings of the
several paragraphs of this Warrant are inserted for convenience only and do not
constitute a part of this Warrant. This Warrant is being delivered and is
intended to be performed in the Commonwealth of Pennsylvania and shall be
construed and enforced in accordance with, and the rights of the parties shall
be governed by, the law of such Commonwealth.

     13. Waiver of Trial by Jury. THE COMPANY AND HOLDER HEREBY WAIVE TRIAL BY
JURY IN ANY ACTION, PROCEEDING, CLAIMS OR COUNTERCLAIMS, WHETHER IN CONTRACT OR
TORT, AT LAW OR IN EQUITY, ARISING OUT OF OR IN ANY WAY RELATING TO THIS
WARRANT.

     IN WITNESS WHEREOF, intending to be legally bound hereby, IMAGEMAX, INC.
has caused this Warrant to be signed by its duly authorized officers and dated
the day and year first above written.

                                         IMAGEMAX, INC.


                                         By:
                                            ----------------------------------
                                            Mark P. Glassman, Chief Financial
                                            Officer

                                       9

<PAGE>


                                                             EXHIBIT A
                                                             TO WARRANT

                               EXERCISE AGREEMENT
                  (To be executed for exercise of the Warrant)

To: Imagemax, Inc.

     The undersigned hereby irrevocably elects to exercise the right of purchase
represented by the attached Warrant for, and to purchase thereunder, ______
shares of Common Stock, as provided for therein, and either / / (a) tenders
herewith payment of the full Exercise Price in the amount of $____________, paid
in the form of:

                     / /  cash
                     / /  certified or bank officer's check
                     / /  wire transfer

          or / / (b) elects to effect a Cashless Exercise for such number of
shares calculated as follows:


<TABLE>
<S>                                 <C>
Number of Warrant Shares _____ x    20 trading day average Market Price - Exercise Price:___
                                    --------------------------------------------------------
                                    20 trading day average Market Price: ___
</TABLE>

     Note: Specify cash or cashless exercise and form of payment by checking
appropriate boxes

     [Please issue a certificate or certificates for such shares of Common Stock
in the following name(s) denominations (if no contrary instructions are stated,
a single certificate will be issued in the name of Holder):

     (Name)_________________________    (Name)____________________________

     (Address)______________________    (Address)_________________________

     -------------------------------    ----------------------------------

     Tax ID No. ____________________    Tax ID No. _______________________

     Denominations: ________________    Denominations:___________________]

     If said number of shares shall not be all the shares issuable upon exercise
of the attached Warrant, a new Warrant is to be issued in the name of Holder for
the balance remaining of such shares.

Dated:_________________
                                     -------------------------------------------
                                     Note: The above signature should correspond
                                     exactly with the name on the face of the
                                     attached Warrant or with the name of the
                                     assignee thereof.