EXHIBIT 10.18


                                   [LADENBURG
                                 THALMANN LOGO]
                                Established 1876

                                                                    June 7, 2000




Neil McElwee
Chief Executive Officer
Pawnbroker.com, Inc.
2900 Gordon Ave.

Santa Clara, CA 95051

Dear Mr. McElwee:

The purpose of this letter agreement (the "Agreement") is to set forth the terms
and conditions  pursuant to which Ladenburg  Thalmann & Co. Inc.  ("LTCO") shall
serve as exclusive placement agent in connection with the proposed offering (the
"Offering") of equity securities (the "Securities") of Pawnbroker.com, Inc. (the
"Company")  pursuant to a  registration  statement.  The gross proceeds from the
Offering will be up to  $24,000,000.  All references to dollars shall be to U.S.
dollars. The terms of such Offering and the Securities shall be substantially in
the form set  forth in  Exhibit E  hereto,  which  exhibit  is  incorporated  by
reference herein.

          Upon the terms and subject to the  conditions of this  Agreement,  the
     parties hereto agree as follows:

          1.  Appointment.  (a)  Subject  to the  terms and  conditions  of this
     Agreement  hereinafter set forth, the Company hereby retains LTCO, and LTCO
     hereby  agrees  to act as  the  Company's  exclusive  placement  agent  and
     financial advisor in connection with the Offering, effective as of the date
     hereof.   The  Company  expressly   acknowledges  and  agrees  that  LTCO's
     obligations  hereunder are on a reasonable best efforts basis only and that
     the execution of this Agreement does not constitute a commitment by LTCO to
     purchase the Securities and does not ensure the successful placement of the
     Securities  or any portion  thereof or the success of LTCO with  respect to
     securing any other financing on behalf of the Company.


<PAGE>

          (b)  Except  as  set  forth  below  in  this  Section  1,  during  the
     effectiveness  of  this  Agreement,  neither  the  Company  nor  any of its
     subsidiaries  or  affiliates  shall,  directly or  indirectly,  through any
     officer,  director,  employee,  agent  or  otherwise  (including,   without
     limitation,   through  any  placement  agent,  broker,  investment  banker,
     attorney or accountant  retained by the Company or any of its  subsidiaries
     or  affiliates),  solicit,  initiate or  encourage  the  submission  of any
     proposal  or offer (an  "Investment  Proposal")  from any  person or entity
     (including any of such person's or entity's officers, directors, employees,
     agents and other representatives) relating to any issuance of the Company's
     or any of its subsidiaries'  equity  securities  (including debt securities
     with any equity  feature)  or relating  to any other  transaction  having a
     similar  effect  or  result on the  Company's  or any of its  subsidiaries'
     capitalization,   or  participate  in  any   discussions  or   negotiations
     regarding,  or furnish to any other person or entity any  information  with
     respect  to,  or  otherwise  cooperate  in  any  way  with,  or  assist  or
     participate in,  facilitate or encourage any effort or attempt by any other
     person  or  entity to do or seek to do any of the  foregoing.  The  Company
     shall  immediately  cease and cause to be terminated  any and all contacts,
     discussions and  negotiations  with third parties  regarding any Investment
     Proposal.  The Company shall  promptly  notify LTCO if any such  Investment
     Proposal,  or any inquiry or contact with any person or entity with respect
     thereto,  is made. The Company shall not provide or release any information
     with  respect  to this  Agreement  or the  Offering,  including  any  press
     release, except as required by law.

          2. Fees and Compensation. In consideration of the services rendered by
     LTCO in connection  with the Offering,  the Company  agrees to pay LTCO the
     following fees and other compensation:

     (a)  1) 7% warrant  coverage as a  commitment  fee payable on the date that
          the Company and the investor shall execute the  definitive  agreements
          with respect to the Offering,  which  warrants shall be in the form of
          Exhibit D; and

          2) a cash fee payable  upon the initial  and each  subsequent  closing
          equal to 7% of the  amount  drawn  down by the  Company  at each  such
          closing; and

     (b)  $35,000 non-accountable expense allowance.

     (c)  Upon the exercise of investor  warrants,  if any, by a holder thereof,
          the Company shall promptly notify LTCO of such exercise, and shall pay
          to LTCO an amount equal to 7% of the gross dollar  amount  received by
          the Company in connection with such exercise of the warrants.

     (d)  All amounts payable hereunder shall be paid to LTCO out of an attorney
          escrow  account at the  closing or by such other means  acceptable  to
          LTCO.

     (e)  Should LTCO provide a qualified institutional investor(s) on or before
          June  28,  2000   reasonably   acceptable  to  the  Company  and  such
          investor(s) is willing to invest in the Offering on substantially



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<PAGE>

          the same terms as outlined in the term sheet marked Exhibit E, and the
          Company  declines  to  enter  into  definitive  agreements  with  such
          investor(s) to consummate the Offering for reasons other than a breach
          of this  Agreement by LTCO, the Company will pay $200,000 to LTCO as a
          "break-up" fee.

     3. Terms of Retention.  (a) Unless extended or terminated in writing by the
parties hereto by written notice to the other in accordance  with the provisions
hereof, this Agreement shall remain in effect until the Termination Date of July
2, 2001.

     (b) Notwithstanding  anything herein to the contrary, the obligation to pay
the Fees and Compensation  and Expenses  described in Section 2, if any, and the
provisions  of  paragraphs  2, 5, and 8 of  Exhibit  A and all of  Exhibit B and
Exhibit C attached  hereto,  each of which  exhibits is  incorporated  herein by
reference,  shall survive any termination or expiration of the Agreement.  It is
expressly understood and agreed by the parties hereto that any private financing
of equity or debt or other  capital  raising  activity of the Company  within 24
months of the termination or expiration of this Agreement, with any investors to
whom the Company was  introduced by LTCO or who was contacted by LTCO while this
Agreement was in effect and disclosed to the Company in writing, shall result in
such fees and  compensation  being due and  payable by the Company to LTCO under
the same terms of Section 2 above.  Upon completion of the Offering,  any future
renegotiation,  restructuring,  revision or other amendment of the terms of such
Offering by and between the Company and any of the  investors  in such  Offering
which  results  in the  receipt  of any net new funds by the  Company  from such
investor(s) shall be deemed to be a new financing and shall result in additional
fees and compensation  becoming due and payable by the Company to LTCO under the
terms of Section 2 above.

     4. Right of First Refusal. Upon completion of the Offering, LTCO shall have
an  irrevocable  right of first  refusal for a period of one year to provide all
financing   arrangements  for  the  Company  (other  than  conventional  banking
arrangements,  borrowing and commercial  debt  financing and discrete  unrelated
transactions of not more than $250,000 where no investment  banking fee is being
paid).  LTCO shall  exercise such right in writing within five (5) business days
of receipt of a written  term sheet  describing  such  proposed  transaction  in
reasonable detail.

     5. Information.  The Company recognizes and confirms that in completing its
engagement  hereunder,  LTCO  will be  using  and  relying  solely  on  publicly
available  information and on data, material and other information  furnished to
LTCO by the Company or the Company's affiliates and agents. It is understood and
agreed  that in  performing  under  this  engagement,  LTCO  will  rely upon the
accuracy  and  completeness  of,  and is not  assuming  any  responsibility  for
independent  verification of, such publicly available  information and the other
information so furnished.  Notwithstanding the foregoing,  it is understood that
LTCO will conduct a due diligence investigation of the Company and the



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<PAGE>

Company will cooperate in all respects with such investigation as a condition of
LTCO's obligations hereunder.

     6.  Registration.  The Company  shall  prepare  and,  following  review and
approval by LTCO's  counsel,  file with the SEC a registration  statement.  From
time to time in connection with any particular  sale of Securities,  the Company
will, at its own expense,  obtain any registration or qualification  required to
sell any Securities under the Blue Sky laws of any applicable jurisdictions,  as
reasonably  requested by LTCO or the  investor(s)  and shall pay any filing fees
required by NASD  Regulation,  Inc. in connection with their review of the terms
of this Agreement, if so required.

     7.  No  General  Solicitation.  The  Securities  will  be  offered  only by
approaching   prospective   purchasers  on  an  individual   basis.  No  general
solicitation or general  advertising in any form will be used in connection with
the offering of the  Securities.  From and after the execution of this Agreement
until the completion of the Offering,  the Company shall  pre-clear any proposed
press release which mentions this Agreement or the Offering with LTCO.

     8. Closing.  The closing of the sale of the Securities  shall be subject to
customary closing conditions,  including the provision at closing by the Company
to LTCO and the  investor(s) of customary  officers'  certificates,  opinions of
counsel and "cold comfort" letters from the Company's auditors.

     9.  Miscellaneous.  This  Agreement  together with the attached  Exhibits A
through D constitutes the entire understanding and agreement between the parties
with respect to its subject matter and there are no agreements or understandings
with  respect to the  subject  matter  hereof  which are not  contained  in this
Agreement. This Agreement may be modified only in writing signed by the party to
be charged hereunder.







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<PAGE>

         If the foregoing  correctly  sets forth our  agreement,  please confirm
this by signing and returning to us the duplicate copy of this letter.

     We appreciate this  opportunity to be of service and are looking forward to
working with you on this matter.

                                    Very truly yours,

                                    LADENBURG THALMANN & CO. INC.

                                    By: [Illegible]
                                        ---------------------------------------
                                        Name: [Illegible]
                                        Title: DIR. IB.


Agreed to and accepted
as of the date first written above:

PAWNBROKER.COM, INC.


By: /s/ Neil McElwee
    --------------------------------
    Name: Neil McElwee
    Title: 6-8-00













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<PAGE>


                                                                       EXHIBIT A

                          STANDARD TERMS AND CONDITIONS

1.   The Company shall promptly provide LTCO with all relevant information about
     the Company (to the extent  available to the Company in the case of parties
     other than the Company) that shall be  reasonably  requested or required by
     LTCO,  which  information  shall be complete  and  accurate in all material
     respects at the time furnished.

2.   LTCO  shall  keep  all  information  obtained  from  the  Company  strictly
     confidential except: (a) information which is otherwise publicly available,
     or previously  known to, or obtained by LTCO  independently  of the Company
     and  without  breach of LTCO's  agreement  with the  Company;  (b) LTCO may
     disclose such information to its employees and attorneys,  and to its other
     advisors and  financial  sources on a need to know basis only and shall use
     best  efforts to ensure that all such  employees,  attorneys,  advisors and
     financial sources will keep such information strictly confidential; and (c)
     pursuant  to any  order  of a court  of  competent  jurisdiction  or  other
     governmental  body  (including any subpena) or as may otherwise be required
     by law.

3.   The  Company  recognizes  that in order for LTCO to  perform  properly  its
     obligations in a professional manner, it is necessary that LTCO be informed
     of and, to the extent practicable,  participate in meetings and discussions
     between the Company and any third party, including, without limitation, any
     prospective purchaser of the securities, relating to the matters covered by
     the terms of LTCO's engagement.

4.   The Company agrees that any report or opinion,  oral or written,  delivered
     to it by LTCO is prepared solely for its  confidential use and shall not be
     reproduced,  summarized,  or referred to in any public document or given or
     otherwise  divulged  to any  other  person  without  LTCO's  prior  written
     consent, except as may be required by applicable law or regulation.

5.   No fee payable to LTCO pursuant to any other  agreement with the Company or
     payable by the  Company to any agent,  lender or investor  shall  reduce or
     otherwise affect any fee payable by the Company to LTCO hereunder.  IF LTCO
     engages  any other  broker-dealer  or other  finder  to assist  LTCO in the
     placement of the  Offering,  then the fees of such other  broker-dealer  or
     finder shall be paid by LTCO.

6.   The Company  represents and warrants that: (a) it has full right, power and
     authority  to  enter  into  this  Agreement  and  to  perform  all  of  its
     obligations  hereunder;  (b) this  Agreement has been duly  authorized  and
     executed by and  constitutes  a valid and binding  agreement of the Company
     enforceable  in  accordance  with  its  terms;  and (c) the  execution  and
     delivery  of  this  Agreement  and  the  consummation  of the  transactions
     contemplated  hereby do not conflict  with or result in a breach of (i) the
     Company's certificate of



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<PAGE>

EXHIBIT A (CONTINUED)

     incorporation  or by-laws or (ii) any  agreement  to which the Company is a
     party or by which any of its property or assets is bound.

7.   Nothing  contained in this  Agreement  shall be construed to place LTCO and
     the Company in the  relationship  of partners or joint  venturers.  Neither
     LTCO  nor  the  Company  shall  represent  itself  as the  agent  or  legal
     representative  of the other for any purpose  whatsoever  nor shall  either
     have the  power to  obligate  or bind the other in any  manner  whatsoever.
     LTCO,  in  performing  its  services  hereunder,  shall at all  times be an
     independent contractor.

8.   This  Agreement has been and is made solely for the benefit of LTCO and the
     Company and each of the persons, agents, employees, officers, directors and
     controlling  persons referred to in Exhibit B and their  respective  heirs,
     executors,  personal  representatives,  successors and assigns, and nothing
     contained in this  Agreement  shall confer any rights upon,  nor shall this
     Agreement be construed to create any rights in, any person who is not party
     to such Agreement, other than as set forth in this paragraph.

9.   The rights and  obligations of either party under this Agreement may not be
     assigned  without the prior  written  consent of the other party hereto and
     any other purported assignment shall be null and void.

10.  All  communications  hereunder,  except  as may be  otherwise  specifically
     provided herein,  shall be in writing and shall be mailed,  hand delivered,
     sent by a recognized  overnight courier service such as Federal Express, or
     sent via  facsimile  and  confirmed  by letter,  to the party to whom it is
     addressed at the  following  addresses or such other  address as such party
     may advise the other in writing:

               To the Company:
               Neil McElwee
               Pawnbroker.com, Inc.
               2900 Gordon Ave.
               Santa Clara, CA 95051
               Telephone: (408) 720-2751
               Facsimile:  (408) 522-9895

               To LTCO:
               Ladenburg Thalmann & Co. Inc.
               590 Madison Avenue
               New York, NY 10022
               Attention: Robert J. Kropp
               Telephone: (212) 409-2000
               Facsimile: (212) 409-2169

All notices  hereunder  shall be effective upon receipt by the party to which it
is addressed.



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<PAGE>

                                                                       EXHIBIT B

                                 INDEMNIFICATION

     The Company  agrees that it shall  indemnify and hold  harmless,  LTCO, its
stockholders, directors, officers, employees, agents, affiliates and controlling
persons within the meaning of Section 20 of the Securities  Exchange Act of 1934
and Section 15 of the  Securities  Act of 1933,  each as amended (any and all of
whom are referred to as an  "Indemnified  Party"),  from and against any and all
losses, claims,  damages,  liabilities,  or expenses, and all actions in respect
thereof  (including,  but not limited to, all legal or other expenses reasonably
incurred  by  an  Indemnified  Party  in  connection  with  the   investigation,
preparation,  defense or settlement of any claim, action or proceeding,  whether
or not  resulting  in any  liability),  incurred by an  Indemnified  Party:  (a)
arising out of, or in connection  with, any actions taken or omitted to be taken
by the Company, its affiliates,  employees or agents, or any untrue statement or
alleged untrue statement of a material fact contained in any of the financial or
other  information   contained  in  the  registration   statement  and/or  final
prospectus  furnished  to LTCO by or on behalf of the Company or the omission or
alleged  omission of a material fact required to be stated  therein or necessary
to make the statements  therein,  in light of the circumstances under which they
were made,  not  misleading;  or (b) with  respect to,  caused by, or  otherwise
arising  out  of  any  transaction  contemplated  by  the  Agreement  or  LTCO's
performing the services contemplated hereunder;  provided,  however, the Company
will not be  liable  under  clause  (b)  hereof to the  extent,  and only to the
extent, that any loss, claim, damage, liability or expense is finally judicially
determined to have resulted  primarily from LTCO's gross negligence or bad faith
in performing such services.

     If the indemnification  provided for herein is conclusively  determined (by
an  entry  of  final  judgment  by a court  of  competent  jurisdiction  and the
expiration  of the time or denial of the right to appeal) to be  unavailable  or
insufficient  to hold any  Indemnified  Party harmless in respect to any losses,
claims,  damages,  liabilities or expenses referred to herein,  then the Company
shall  contribute  to the amounts paid or payable by such  Indemnified  Party in
such proportion as is appropriate and equitable under all  circumstances  taking
into account the relative  benefits  received by the Company on the one hand and
LTCO on the  other,  from the  transaction  or  proposed  transaction  under the
Agreement or, if allocation on that basis is not permitted under applicable law,
in such  proportion as is appropriate to reflect not only the relative  benefits
received  by the  Company  on the one hand and LTCO on the  other,  but also the
relative fault of the Company and LTCO; provided, however, in no event shall the
aggregate  contribution of LTCO and/or any Indemnified Party be in excess of the
net  compensation  actually  received  by LTCO  and/or  such  Indemnified  Party
pursuant to this Agreement.

     The Company  shall not settle or  compromise or consent to the entry of any
judgment in or otherwise  seek to terminate  any pending or  threatened  action,
claim,  suit or proceeding in which any Indemnified Party is or could be a party
and as to which  indemnification  or contribution could have been sought by such
Indemnified Party hereunder (whether or not such Indemnified Party is a party



                                       8
<PAGE>

thereto),  unless such consent or termination includes an express  unconditional
release of such Indemnified Party, reasonably satisfactory in form and substance
to such Indemnified  Party,  from all losses,  claims,  damages,  liabilities or
expenses arising out of such action, claim, suit or proceeding.

     In the event any Indemnified Party shall incur any expenses covered by this
Exhibit B, the Company shall  reimburse the  Indemnified  Party for such covered
expenses  within ten (10) business days of the Indemnified  Party's  delivery to
the Company of an invoice therefor,  with receipts attached.  Such obligation of
the Company to so advance funds may be conditioned upon the Company's receipt of
a written  undertaking  from the Indemnified  Party to repay such amounts within
ten (10) business days after a final, non-appealable judicial determination that
such Indemnified Party was not entitled to indemnification hereunder.

     The foregoing  indemnification and contribution  provisions are not in lieu
of,  but in  addition  to, any rights  which any  Indemnified  Party may have at
common law  hereunder  or  otherwise,  and shall remain in full force and effect
following  the  expiration  or  termination  of LTCO's  engagement  and shall be
binding on any successors or assigns of the Company and successors or assigns to
all or substantially all of the Company's business or assets.










                                       9
<PAGE>

                                                                       EXHIBIT C

                                  JURISDICTION

     The  Company  and  LTCO  each  hereby  irrevocably:   (a)  submits  to  the
jurisdiction  of any court of the State of New York or any federal court sitting
in the  State  of New  York  for the  purposes  of any  suit,  action  or  other
proceeding  arising out of the  Agreement  between the Company and LTCO which is
brought by or against the Company or LTCO; (b) agrees that all claims in respect
of any suit, action or proceeding may be heard and determined in any such court;
and (c) to the extent that the Company or LTCO has  acquired,  or hereafter  may
acquire,  any  immunity  from  jurisdiction  of any such court or from any legal
process therein,  the Company and LTCO each hereby waives, to the fullest extent
permitted  by  law,  such  immunity.  The  prevailing  party  in any  litigation
respecting this Agreement shall be entitled to an award of its costs,  including
reasonable attorneys' fees, in connection therewith.

     The  Company  and LTCO each  waives,  and  agrees not to assert in any such
suit,  action or proceeding,  in each case, to the fullest  extent  permitted by
applicable  law,  any  claim  that:  (a) it is  not  personally  subject  to the
jurisdiction of any such court; (b) it is immune from any legal process (whether
through service or notice,  attachment prior to judgment,  attachment in the aid
of execution,  execution or otherwise)  with respect to it or its property;  (c)
any such suit, action or proceeding is brought in an inconvenient forum; (d) the
venue of any such suit, action or proceeding is improper;  or (e) this Agreement
may not be enforced in or by any such court.

     Any  process  against the Company or LTCO in, or in  connection  with,  any
suit,  action or proceeding  filed in the United States  District  Court for the
Southern  District  of New York or any  other  court of the  State of New  York,
arising out of or relating to this  Agreement  or any  transaction  or agreement
contemplated  hereby,  may be  served  personally,  or by  first  class  mail or
overnight courier (with the same effect as though served  personally)  addressed
to the party being served at the address set forth in the Agreement  between the
Company and LTCO.

     Nothing in these provisions shall affect any party's right to serve process
in any manner  permitted by law or limit its rights to bring a proceeding in the
competent  courts of any  jurisdiction  or  jurisdictions  or to  enforce in any
lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.

     This  Agreement  shall be governed by and construed in accordance  with the
laws of the State of New York, without regard to conflicts of law principles.



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<PAGE>

                                                                       EXHIBIT D

THIS  WARRANT  AND THE SHARES OF COMMON  STOCK  ISSUABLE  UPON  EXERCISE OF THIS
WARRANT HAVE NOT BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
AND MAY NOT BE OFFERED, SOLD OR OTHERWISE  TRANSFERRED,  PLEDGED OR HYPOTHECATED
OR  EXERCISED  UNLESS AND UNTIL SUCH  WARRANT  AND/OR  SHARES OF COMMON STOCK IS
REGISTERED  UNDER SUCH ACT OR AN OPINION OF COUNSEL  SATISFACTORY TO THE COMPANY
IS OBTAINED TO THE EFFECT THAT SUCH  REGISTRATION IS NOT REQUIRED.  THIS WARRANT
AND THE SHARES OF COMMON  STOCK  ISSUABLE  UPON  EXERCISE  OF THIS  WARRANT  ARE
SUBJECT TO THE  RESTRICTIONS  ON TRANSFER SET FORTH IN SECTIONS 4 AND 10 OF THIS
WARRANT.

Warrant No. 1                                          Number of Shares: -------
                                                         (subject to adjustment)

Date of Issuance: -----------------, 2000


                                    [ISSUER]

                          Common Stock Purchase Warrant

                           (Void after [three years])

[Issuer],  a ________________  corporation (the "Company"),  for value received,
hereby certifies that Ladenburg  Thalmann & Co. Inc., or its registered  assigns
(the "Registered Holder"), is entitled,  subject to the terms and conditions set
forth below,  to purchase from the Company,  at any time or from time to time on
or after  the  date of  issuance  and on or  before  5:00  p.m.  (Eastern  time)
on________, 200_,  _____________________ shares of Common Stock, of the Company,
at a purchase  price of  $__________  per share.  The  shares  purchasable  upon
exercise of this  Warrant,  and the purchase  price per share,  each as adjusted
from time to time pursuant to the  provisions of this Warrant,  are  hereinafter
referred to as the "Warrant Shares" and the "Purchase Price," respectively.

1.   Exercise.

     (a) This Warrant may be exercised by the Registered  Holder, in whole or in
part, by  surrendering  this Warrant,  with the purchase form appended hereto as
Exhibit I duly executed by the Registered  Holder or by the Registered  Holder's
duly authorized  attorney,  at the principal  office of the Company,  or at such
other office or agency as the Company may  designate,  accompanied by payment in
full,  in lawful money of the United  States,  of the Purchase  Price payable in
respect of the number of Warrant Shares purchased upon such exercise.



                                       11
<PAGE>

     (b) The Registered  Holder may, at its option,  elect to pay some or all of
the Purchase  Price payable upon an exercise of this Warrant by canceling all or
a portion of this  Warrant.  If the  Registered  Holder  wishes to exercise this
Warrant by this method, the number of Warrant Shares  purchaseable  (which shall
in no event exceed the total  number of Warrant  Shares  purchasable  under this
Warrant as set forth  above),  subject  to  adjustment  under  Section 2 of this
Warrant) shall be determined as follows:

          X=Y[(A-B)/A]; where

X= the number of Warrant Shares to be issued to the Holder.

Y= the  number of Warrant  Shares  with  respect to which this  Warrant is being
exercised.

A= the Fair Market Value of one share of Common Stock.

B= the Purchase Price of one share of Common Stock.

     The Fair  Market  Value per share of Common  Stock shall be  determined  as
follows:

          (i) If the Common Stock is listed on a national  securities  exchange,
     the Nasdaq National Market or another nationally  recognized trading system
     (including,  without limitation, the OTC Bulletin Board and, if the average
     daily  trading  volume for the  preceding 10 days has been at least 100,000
     shares, the Pink Sheets) as of the Exercise Date, the Fair Market Value per
     share of Common Stock shall be deemed to be the average of the high and low
     reported  sale prices per share of Common Stock  thereon on the trading day
     immediately  preceding the Exercise Date (provided that if no such price is
     reported on such day, the Fair Market Value per share of Common Stock shall
     be determined pursuant to clause (ii)).

          (ii) If the  Common  Stock  is not  listed  on a  national  securities
     exchange,  the  Nasdaq  National  Market or another  nationally  recognized
     trading  system as of the Exercise Date, the Fair Market Value per share of
     Common Stock shall be deemed to be the amount most  recently  determined by
     the Board of Directors to represent  the fair market value per share of the
     Common Stock (including  without limitation a determination for purposes of
     granting  Common  Stock  options or issuing  Common Stock under an employee
     benefit plan of the Company);  and, upon request of the Registered  Holder,
     the Board of Directors (or a representative  thereof) shall promptly notify
     the  Registered  Holder of the Fair Market Value per share of Common Stock.
     Notwithstanding the foregoing,  if the Board of Directors has not made such
     a determination  within the three-month  period prior to the Exercise Date,
     then (A) the Board of  Directors  shall  make a  determination  of the Fair
     Market  Value per share of the Common  Stock within 15 days of a request by
     the Registered Holder that it do so, and (B) the exercise of this Warrant



                                       12
<PAGE>

     pursuant to this subsection 1(b) shall be delayed until such  determination
     is made.

          (c) Each  exercise  of this  Warrant  shall  be  deemed  to have  been
     effected  immediately  prior to the close of  business  on the day on which
     this  Warrant  shall have been  surrendered  to the  Company as provided in
     subsection 1(a) above  accompanied by payment in full of the Purchase Price
     (the "Exercise Date"). At such time, the person or persons in whose name or
     names any  certificates  for Warrant  Shares  shall be  issuable  upon such
     exercise  as  provided  in  subsection  1(d) below  shall be deemed to have
     become the holder or holders of record of the Warrant Shares represented by
     such certificates.

          (d) As soon as practicable  after the exercise of this Warrant in full
     or in  part,  and in any  event  within 5  business  days  thereafter,  the
     Company,  at its  expense,  will  cause to be  issued  in the name of,  and
     delivered  to, the  Registered  Holder,  or as such Holder (upon payment by
     such Holder of any applicable transfer taxes) may direct:

               (i) a certificate or certificates  for the number of full Warrant
          Shares to which the  Registered  Holder  shall be  entitled  upon such
          exercise plus, in lieu of any fractional share to which the Registered
          Holder  would  otherwise  be  entitled,  cash in an amount  determined
          pursuant to Section 3 hereof; and

               (ii) in case such  exercise  is in part  only,  a new  warrant or
          warrants  (dated  the  date  hereof)  of like  tenor,  calling  in the
          aggregate  on the face or faces  thereof  for the number of  remaining
          Warrant Shares.

2.   Adjustments.

     (a) Adjustment for Stock Splits and  Combinations.  If the Company shall at
any time or from time to time  after the date on which  this  Warrant  was first
issued (the  "Original  Issue Date")  effect a  subdivision  of the  outstanding
Common  Stock,  the  Purchase  Price  then in  effect  immediately  before  that
subdivision shall be proportionately decreased. If the Company shall at any time
or from time to time after the  Original  Issue  Date  combine  the  outstanding
shares of Common Stock, the Purchase Price then in effect immediately before the
combination  shall be  proportionately  increased.  Any  adjustment  under  this
paragraph  shall  become  effective  at the  close of  business  on the date the
subdivision or combination becomes effective.

     (b) Adjustment for Certain  Dividends and  Distributions.  In the event the
Company at any time,  or from time to time after the  Original  Issue Date shall
make or issue, or fix a record date for the  determination  of holders of Common
Stock  entitled  to  receive,  a  dividend  or  other  distribution  payable  in
additional  shares of Common  Stock,  then and in each such  event the  Purchase
Price then in effect  immediately before such event shall be decreased as of the
time of such issuance or, in the event such a record date shall have been fixed,
as of the close of business on such record  date,  by  multiplying  the Purchase
Price then in effect by a fraction:



                                       13
<PAGE>

     (1) the  numerator  of which shall be the total  number of shares of Common
     Stock issued and outstanding immediately prior to the time of such issuance
     or the close of business on such record date, and

     (2) the  denominator of which shall be the total number of shares of Common
     Stock issued and outstanding immediately prior to the time of such issuance
     or the close of  business  on such record date plus the number of shares of
     Common Stock issuable in payment of such dividend or distribution;

provided,  however,  if such record date shall have been fixed and such dividend
is not fully  paid or if such  distribution  is not fully made on the date fixed
therefor,  the Purchase Price shall be recomputed accordingly as of the close of
business on such record date and thereafter the Purchase Price shall be adjusted
pursuant to this paragraph as of the time of actual payment of such dividends or
distributions.

     (c) Adjustment in Number of Warrant Shares. When any adjustment is required
to be made in the  Purchase  Price  pursuant to  subsections  2(a) or 2(b),  the
number of Warrant Shares  purchasable upon the exercise of this Warrant shall be
changed to the number  determined  by dividing (i) an amount equal to the number
of shares issuable upon the exercise of this Warrant  immediately  prior to such
adjustment, multiplied by the Purchase Price in effect immediately prior to such
adjustment,  by (ii)  the  Purchase  Price  in  effect  immediately  after  such
adjustment.

     (d)  Adjustments for Other  Dividends and  Distributions.  In the event the
Company  at any time or from time to time  after the  Original  Issue Date shall
make or issue, or fix a record date for the  determination  of holders of Common
Stock  entitled  to  receive,  a  dividend  or  other  distribution  payable  in
securities  of the Company  (other  than  shares of Common  Stock) or in cash or
other property (other than cash out of earnings or earned surplus, determined in
accordance with generally accepted accounting principles), then and in each such
event provision  shall be made so that the Registered  Holder shall receive upon
exercise  hereof,  in addition to the number of shares of Common Stock  issuable
hereunder,  the kind and amount of  securities  of the  Company  and/or cash and
other property  which the Registered  Holder would have been entitled to receive
had this Warrant been  exercised into Common Stock on the date of such event and
had the Registered  Holder  thereafter,  during the period from the date of such
event  to  and  including  the  Exercise  Date,  retained  any  such  securities
receivable,  giving application to all adjustments called for during such period
under this Section 2 with respect to the rights of the Registered Holder.

     (e)  Adjustment for Mergers or  Reorganizations,  etc. If there shall occur
any  reorganization,  recapitalization,  consolidation  or merger  involving the
Company in which the Common Stock is converted into or exchanged for securities,
cash or other property  (other than a transaction  covered by subsections  2(a),
2(b) or 2(d)), then, following any such reorganization,



                                       14
<PAGE>

recapitalization,  consolidation or merger,  the Registered Holder shall receive
upon exercise  hereof the kind and amount of securities,  cash or other property
which the Registered Holder would have been entitled to receive if,  immediately
prior to such  reorganization,  recapitalization,  consolidation or merger,  the
Registered  Holder had held the number of shares of Common Stock subject to this
Warrant.  Notwithstanding the foregoing  sentence,  if (x) there shall occur any
reorganization,  recapitalization, consolidation or merger involving the Company
in which the Common Stock is converted into or exchanged for anything other than
solely equity securities, and (y) the common stock of the acquiring or surviving
company  is  publicly  traded,   then,  as  part  of  any  such  reorganization,
recapitalization,  consolidation or merger, (i) the Registered Holder shall have
the right  thereafter to receive upon the exercise  hereof such number of shares
of common  stock of the  acquiring  or  surviving  company as is  determined  by
multiplying  (A) the  number  of shares of Common  Stock  then  subject  to this
Warrant by (B) a fraction,  the  numerator of which is the Fair Market Value per
share  of  Common  Stock  as of the  effective  date  of  such  transaction,  as
determined pursuant to subsection 1(b), and the denominator of which is the fair
market value per share of common stock of the acquiring or surviving  company as
of the effective  date of such  transaction,  as determined in good faith by the
Board of Directors of the Company  (using the principles set forth in subsection
1(b) to the extent applicable),  and (ii) the exercise price per share of common
stock of the acquiring or surviving  company shall be the Purchase Price divided
by the fraction  referred to in clause (B) above. In any such case,  appropriate
adjustment  (as  determined  in good  faith  by the  Board of  Directors  of the
Company)  shall be made in the  application  of the  provisions set forth herein
with respect to the rights and interests thereafter of the Registered Holder, to
the end that the  provisions  set forth in this Section 2 (including  provisions
with respect to changes in and other  adjustments  of the Purchase  Price) shall
thereafter be  applicable,  as nearly as  reasonably  may be, in relation to any
securities,  cash or other property thereafter  deliverable upon the exercise of
this Warrant.

     (e) Certificate as to  Adjustments.  Upon the occurrence of each adjustment
or readjustment of the Purchase Price pursuant to this Section 2, the Company at
its expense shall promptly compute such adjustment or readjustment in accordance
with the terms hereof and furnish to the Registered Holder a certificate setting
forth  such  adjustment  or  readjustment  (including  the  kind and  amount  of
securities,  cash or other  property for which this Warrant shall be exercisable
and the  Purchase  Price)  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 the  Registered  Holder,  furnish or cause to be furnished to the
Registered  Holder a certificate  setting  forth (i) the Purchase  Price then in
effect and (ii) the number of shares of Common Stock and the amount,  if any, of
other  securities,  cash or  property  which  then  would be  received  upon the
exercise of this Warrant.

3.  Fractional  Shares.  The Company  shall not be required upon the exercise of
this Warrant to issue any fractional shares, but shall make an adjustment



                                       15
<PAGE>

therefor  in cash on the  basis of the Fair  Market  Value  per  share of Common
Stock, as determined pursuant to subsection 1(b) above.

4.  Requirements for Transfer.

     (a) This Warrant and the Warrant  Shares  shall not be sold or  transferred
unless either (i) they first shall have been registered under the Securities Act
of 1933,  as amended  (the  "Act"),  or (ii) the  Company  first shall have been
furnished  with an  opinion of legal  counsel,  reasonably  satisfactory  to the
Company,  to  the  effect  that  such  sale  or  transfer  is  exempt  from  the
registration requirements of the Act.

     (b)  Notwithstanding  the foregoing,  no registration or opinion of counsel
shall  be  required  for  (i) a  transfer  by a  Registered  Holder  which  is a
corporation to a wholly owned  subsidiary of such  corporation,  a transfer by a
Registered  Holder which is a partnership to a partner of such  partnership or a
retired  partner of such  partnership  or to the  estate of any such  partner or
retired partner,  a transfer by a Registered Holder which is a limited liability
company to a member of such limited  liability company or a retired member or to
the estate of any such member or retired  member,  or a transfer by a Registered
Holder which is a member of the National  Association of Securities Dealers (the
"NASD") to an officer or employee of the Registered  Holder as permitted by NASD
rules, provided that the transferee in each case agrees in writing to be subject
to the terms of this Section 4, or (ii) a transfer made in accordance  with Rule
144 under the Act.

     (c)  Each  certificate  representing  Warrant  Shares  shall  bear a legend
substantially in the following form:

     "The securities  represented by this  certificate  have not been registered
     under the Securities Act of 1933, as amended, and may not be offered,  sold
     or otherwise  transferred,  pledged or  hypothecated  unless and until such
     securities  are  registered  under  such  Act  or  an  opinion  of  counsel
     satisfactory   to  the   Company  is  obtained  to  the  effect  that  such
     registration is not required."

The foregoing  legend shall be removed from the  certificates  representing  any
Warrant  Shares,  at the  request  of the holder  thereof,  at such time as they
become  eligible  for  resale  pursuant  to Rule  144(k)  under the Act or if an
effective  registration statement is then in effect permitting the resale of the
Warrant Shares.

     (d) The Registered  Holder shall have  "piggyback"  registration  rights to
have the Warrant  Shares  (but not the  Warrants)  registered  for resale on any
registration  statement  which  the  Company  files  for any  purpose  on a form
available for such registration, after the Original Issue Date Such registration
shall be subject to customary  obligations by the  Registered  Holder to provide
information to the Company and by the Company to indemnify the Registered Holder
against Securities Act liabilities.



                                       16
<PAGE>

5. No  Impairment.  The Company will not, by amendment of its charter or through
any  reorganization,  transfer of assets,  consolidation,  merger,  dissolution,
issue or sale of  securities  or any other  voluntary  action,  avoid or seek to
avoid the  observance or  performance  of any of the terms of this Warrant,  but
will at all times in good faith assist in the carrying out of all such terms and
in the taking of all such action as may be necessary or  appropriate in order to
protect the rights of the holder of this Warrant against impairment.

6.  Notices of Record Date, etc.  In the event:

     (a) the Company  shall take a record of the holders of its Common Stock (or
other stock or  securities  at the time  deliverable  upon the  exercise of this
Warrant) for the purpose of  entitling or enabling  them to receive any dividend
or other distribution,  or to receive any right to subscribe for or purchase any
shares of stock of any class or any other  securities,  or to receive  any other
right; or of any capital  reorganization of the Company, any reclassification of
the Common Stock of the Company, any consolidation or merger of the Company with
or into another  corporation  (other than a consolidation or merger in which the
Company is the surviving  entity and its Common Stock is not  converted  into or
exchanged  for any other  securities  or  property),  or any  transfer of all or
substantially all of the assets of the Company; or

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

then,  and in each such case, the Company will mail or cause to be mailed to the
Registered Holder a notice  specifying,  as the case may be, (i) the record date
for such dividend,  distribution or right,  and the amount and character of such
dividend,  distribution  or  right,  or (ii) the  effective  date on which  such
reorganization, reclassification,  consolidation, merger, transfer, dissolution,
liquidation or winding-up is to take place, and the time, if any is to be fixed,
as of which  the  holders  of record of  Common  Stock (or such  other  stock or
securities at the time  deliverable  upon the exercise of this Warrant) shall be
entitled  to  exchange  their  shares of Common  Stock (or such  other  stock or
securities)   for   securities   or  other   property   deliverable   upon  such
reorganization, reclassification,  consolidation, merger, transfer, dissolution,
liquidation or  winding-up.  Such notice shall be mailed at least ten days prior
to the record date or effective date for the event specified in such notice.

7.  Reservation  of  Stock.  The  Company  will at all  times  reserve  and keep
available,  solely for issuance and delivery  upon the exercise of this Warrant,
such number of Warrant Shares and other  securities,  cash and/or  property,  as
from time to time shall be issuable upon the exercise of this Warrant.

8. Exchange of Warrants.  Upon the surrender by the Registered Holder,  properly
endorsed,  to the Company at the  principal  office of the Company,  the Company
will,  subject to the  provisions  of Section 4 hereof,  issue and deliver to or
upon the order of such  Holder,  at the  Company's  expense,  a new  Warrant  or
Warrants  of  like  tenor,  in the  name  of  the  Registered  Holder  or as the
Registered



                                       17
<PAGE>

Holder (upon payment by the Registered Holder of any applicable  transfer taxes)
may direct, calling in the aggregate on the face or faces thereof for the number
of shares of Common  Stock (or other  securities,  cash  and/or  property)  then
issuable upon exercise of this Warrant.

9. Replacement of Warrants.  Upon receipt of evidence reasonably satisfactory to
the Company of the loss,  theft,  destruction  or mutilation of this Warrant and
(in the case of loss,  theft  or  destruction)  upon  delivery  of an  indemnity
agreement  (with  surety  if  reasonably   required)  in  an  amount  reasonably
satisfactory to the Company,  or (in the case of mutilation)  upon surrender and
cancellation  of this Warrant,  the Company will issue,  in lieu thereof,  a new
Warrant of like tenor.

10.  Transfers, etc.

     (a) The Company will maintain a register containing the name and address of
the Registered  Holder of this Warrant.  The Registered Holder may change its or
his  address as shown on the warrant  register by written  notice to the Company
requesting such change.

     (b) Subject to the  provisions  of Section 4 hereof,  this  Warrant and all
rights hereunder are  transferable,  in whole or in part, upon surrender of this
Warrant with a properly  executed  assignment (in the form of Exhibit II hereto)
at the principal office of the Company.

     (c) Until any transfer of this Warrant is made in the warrant register, the
Company may treat the  Registered  Holder as the  absolute  owner hereof for all
purposes;  provided, however, that if and when this Warrant is properly assigned
in blank,  the  Company  may (but  shall not be  obligated  to) treat the bearer
hereof as the absolute owner hereof for all purposes, notwithstanding any notice
to the contrary.

11.  Representations  of the Registered  Holder.  The Registered  Holder of this
Warrant represents and warrants to the Company as follows:

     (a)  Investment.  The  Registered  Holder is acquiring this Warrant and the
Warrant Shares  issuable upon the exercise of this Warrant,  for its own account
for  investment  and not with a view to,  or for sale in  connection  with,  any
distribution  thereof, nor with any present intention of distributing or selling
the same, except as otherwise may be permitted under applicable securities laws.

     (b) Authority.  The Registered Holder has full power and authority to enter
into and to perform this Warrant in accordance  with its terms.  The  Registered
Holder has not been organized  specifically  for the purpose of investing in the
Company.

     (c) Accredited  Investor.  The Registered Holder is an Accredited  Investor
within the definition set forth in Rule 501(a)  promulgated under the Securities
Act.



                                       18
<PAGE>

12.  Mailing of Notices,  etc.  All notices  and other  communications  from the
Company to the  Registered  Holder shall be mailed by  first-class  certified or
registered mail,  postage prepaid,  to the address last furnished to the Company
in writing by the Registered Holder. All notices and other  communications  from
the Registered  Holder or in connection  herewith to the Company shall be mailed
by first-class  certified or registered mail, postage prepaid, to the Company at
its principal  office set forth below.  If the Company should at any time change
the location of its  principal  office to a place other than as set forth below,
it shall give prompt written notice to the Registered  Holder and thereafter all
references  in this  Warrant  to the  location  of its  principal  office at the
particular time shall be as so specified in such notice.

13. No Rights as Stockholder. Until the exercise of this Warrant, the Registered
Holder shall not have or exercise any rights by virtue  hereof as a  stockholder
of the  Company.  Notwithstanding  the  foregoing,  in the event (i) the Company
effects  a split  of the  Common  Stock by  means  of a stock  dividend  and the
Purchase  Price of and the number of Warrant  Shares are adjusted as of the date
of the  distribution of the dividend (rather than as of the record date for such
dividend),  and (ii) the Registered  Holder  exercises this Warrant  between the
record date and the  distribution  date for such stock dividend,  the Registered
Holder  shall be  entitled  to  receive,  on the  distribution  date,  the stock
dividend with respect to the shares of Common Stock acquired upon such exercise,
notwithstanding  the fact that such shares were not  outstanding as of the close
of business on the record date for such stock dividend.

14. Change or Waiver.  Any term of this Warrant may be changed or waived only by
an instrument in writing  signed by the party against which  enforcement  of the
change or waiver is sought.

15.  Section  Headings.  The  section  headings  in  this  Warrant  are  for the
convenience of the parties and in no way alter, modify, amend, limit or restrict
the contractual obligations of the parties.

16.  Governing Law. This Warrant will be governed by and construed in accordance
with  the  internal  laws of the  State of New York  (without  reference  to the
conflicts of law provisions thereof).

     EXECUTED as of the Date of Issuance indicated above.

                                    [ISSUER]

                                    By: -----------------------------------

                                    Title: --------------------------------
ATTEST:

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




                                       19
<PAGE>

EXHIBIT I

PURCHASE FORM

To: --------------------                                     Dated: ------------


The  undersigned,  pursuant to the provisions set forth in the attached  Warrant
(No. ___), hereby irrevocably elects to purchase (check applicable box):

         *  ---- shares of the Common Stock covered by such Warrant; or

         *  the maximum  number of shares of Common Stock  covered by such
            Warrant pursuant to the cashless exercise  procedure set forth
            in Section 1(b).

The  undersigned  herewith  makes  payment of the full  purchase  price for such
shares at the price per share provided for in such Warrant,  which is $________.
Such payment takes the form of (check applicable box or boxes):

         *  $---- in lawful money of the United States; and/or

         *  the cancellation of such portion of the attached Warrant as is
            exercisable  for a total of _____ Warrant Shares (using a Fair
            Market  Value  of  $_____  per  share  for  purposes  of  this
            calculation); and/or

         *  the  cancellation  of such  number  of  Warrant  Shares  as is
            necessary, in accordance with the formula set forth in Section
            1(b),  to exercise  this  Warrant  with respect to the maximum
            number of Warrant Shares purchasable  pursuant to the cashless
            exercise procedure set forth in Section 1(b).

                                      Signature: -------------------------------

                                      Address: ---------------------------------

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





                                       20
<PAGE>

EXHIBIT II

ASSIGNMENT FORM

FOR  VALUE  RECEIVED,   --------------------------  hereby  sells,  assigns  and
transfers all of the rights of the undersigned  under the attached  Warrant (No.
----) with respect to the number of shares of Common Stock  covered  thereby set
forth below, unto:

Name of Assignee              Address                           No. of Shares






Dated: -------------------------------

Signature: ---------------------------

Signature Guaranteed:

By: ----------------------------------


The signature should be
guaranteed by an eligible
guarantor institution (banks,
stockbrokers, savings and loan
associations and credit unions
with membership in an approved
signature guarantee medallion
program) pursuant to
Rule 17Ad-15 under the
Securities Exchange Act of 1934.




                                       21