<PAGE>

                                CLASS B WARRANTS
                            TO PURCHASE COMMON STOCK
                                       OF
                            INC.UBATOR CAPITAL, INC.

         THESE WARRANTS ARE ISSUED PURSUANT TO AN EXEMPTION FROM THE
         REGISTRATION PROVISIONS OF THE SECURITIES ACT OF 1933 (THE "SECURITIES
         ACT") AND QUALIFICATION PROVISIONS OF APPLICABLE STATE SECURITIES LAWS.
         NEITHER THEY NOR THE SHARES OF COMMON STOCK FOR WHICH THEY CAN BE
         EXERCISED MAY BE SOLD, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS
         REGISTERED PURSUANT TO THE SECURITIES ACT AND QUALIFIED UNDER
         APPLICABLE STATE LAW OR, IN THE OPINION OF COUNSEL TO THE COMPANY, AN
         EXEMPTION THEREFROM IS AVAILABLE.

WHEREAS, by the unanimous consent of the Board of Directors of Inc.ubator
Capital, Inc. (the "Company") duly executed as of July 7, 2000, the Board
authorized the granting of 50,000 Class B Warrants (the "B Warrants"), each to
purchase one share of the Company's Common Stock, par value $0.001, (the "Common
Stock") to Derek M. Galanis (the "Holder") in accordance with the terms set
forth herein; and

WHEREAS, each B Warrant permits the holder thereof, for a period terminating on
July 6, 2002, to purchase one share (collectively the "B Warrant Shares") of
Common Stock, initially at $2.50 per share; and


WHEREAS, the Company desires to set forth the terms of the B Warrants and the
Holder desires to accept such terms;

NOW, THEREFORE, in consideration of the premises, the parties hereto agree as
follows:

1.  Grant of Warrants.

The Company hereby grants to the Holder the right to purchase one B Warrant
Share for each B Warrant granted hereby for a price of $2.50 as hereinafter
adjusted (the "Exercise Price"). The B Warrants may be exercised, except as
otherwise provided herein, in whole or in part at any time commencing upon the
date hereof and terminating at 5:00 P.M., New York time, on July 6, 2002 (the
"Expiration Date").


2.  Manner of Exercise.

The B Warrants underlying this B Warrant Agreement may be exercised in whole or
in part by surrender of this B Warrant Agreement, with the form of subscription
at the end hereof duly executed by the Holder, to the Company at its principal
office, accompanied by payment in full in cash or by certified or official bank
check to the order of the Company of the Exercise Price of the shares to be
purchased. As soon as practicable, but in no event more than 15 days after the



                               Page 1 of 10 Pages
<PAGE>

Common Stock Purchase Warrant (Series B)
issued by Inc.ubator Capital, Inc. to
Derek M. Galanis dated as of July 7, 2000

Holder has given the aforesaid written notice and made the aforesaid payment,
the Company shall, without charging stock issue or transfer taxes to the Holder,
issue the number of shares of duly authorized Common Stock issuable upon such
exercise, which shall be duly issued, fully paid and non-assessable, and shall
deliver to the Holder a certificate or certificates therefor, registered in the
Holder's name. In the event of a partial exercise of this B Warrant Agreement,
the Company shall also issue and deliver to the Holder a new B Warrant Agreement
of like tenor, in the name of the Holder, for the exercise of the number of B
Warrant Shares for which such B Warrant Agreement may still be exercised.

3.  Investment Representation.

The Holder acknowledges that the B Warrants underlying this B Warrant Agreement
as well as the B Warrant Shares for which these B Warrants may be exercised,
have not been and, except as otherwise provided herein, will not be registered
under the Securities Act of 1933 (the "Act") or qualified under applicable state
securities laws and that the transferability thereof is restricted by the
registration provisions of the Act as well as such state laws. The Holder
represents that he is acquiring the B Warrants and will acquire the B Warrant
Shares for his own account, for investment purposes only and not with a view to
resale or other distribution thereof, nor with the intention of selling,
transferring or otherwise disposing of all or any part of such securities for
any particular event or circumstance, except selling, transferring or disposing
of them upon full compliance with all applicable provisions of the Act, the
Securities Exchange Act of 1934 (the "Exchange Act"), the Rules and Regulations
promulgated by the Securities and Exchange Commission (the "Commission")
thereunder, and any applicable state securities laws. The Holder further
understands and agrees that (i) neither the B Warrants nor the B Warrant Shares
may be sold unless they are subsequently registered under the Act and qualified
under any applicable state securities laws or, in the opinion of the Company's
counsel, an exemption from such registration and qualification is available;
(ii) any routine sales of the Company's securities made in reliance upon Rule
144 promulgated by the Commission under the Act, can be effected only in the
amounts set forth in and pursuant to the other terms and conditions, including
applicable holding periods, of that Rule; and (iii) except as otherwise set
forth herein, the Company is under no obligation to register the B Warrants or
the B Warrant Shares on his behalf or to assist him in complying with any
exemption from registration under the Act. The Holder agrees that each
certificate representing any B Warrant Shares for which the B Warrants may be
exercised will bear on its face a legend in substantially the following form:


         These securities have not been registered under the Securities Act of
         1933 or qualified under any state securities laws. They may not be
         sold, hypothecated or otherwise transferred in the absence of an
         effective registration statement under that Act or qualification under
         applicable state securities laws without an opinion acceptable to
         counsel to the Company that such registration and qualification are not
         required.


                               Page 2 of 10 Pages
<PAGE>

Common Stock Purchase Warrant (Series B)
issued by Inc.ubator Capital, Inc. to
Derek M. Galanis dated as of July 7, 2000

4.  Holder Not Deemed Stockholder.

The Holder shall not, as holder of the B Warrants, be entitled to vote or to
receive dividends, except as may be provided in Section 5 below, or be deemed
the holder of Common Stock that may at any time be issuable upon exercise of the
B Warrants for any purpose whatsoever, nor shall anything contained herein be
construed to confer upon the Holder, as holder of the B Warrants, any of the
rights of a stockholder of the Company or any right to vote for the election of
directors or upon any matter submitted to stockholders at any meeting thereof,
or to give or withhold consent to any corporate action (whether upon any
recapitalization, issue or reclassification of stock, change of par value or
change of stock to no par value, consolidation, merger or conveyance or
otherwise), or to receive notice of meetings, or to receive dividends or
subscription rights, until the Holder shall have exercised the B Warrants and
been issued shares of Common Stock in accordance with the provisions hereof.

5.  Warrant Adjustments.

The Exercise Price and the number of shares purchasable upon exercise of the B
Warrants shall be subject to adjustment with respect to events after the date
hereof as follows:

(a) Adjustment for Change in Capital Stock. Except as provided in Paragraph 5
(l) below, if the Company shall (i) declare a dividend on its outstanding Common
Stock in shares of its capital stock, (ii) subdivide its outstanding Common
Stock, (iii) combine its outstanding Common Stock into a smaller number of
shares, or (iv) issue any shares of its capital stock by reclassification of its
Common Stock (including any such reclassification in connection with a
consolidation or merger in which the Company is the continuing corporation),
then in each such case the Exercise Price in effect immediately prior to such
action shall be adjusted so that if the B Warrants are thereafter exercised, the
Holder may receive the number and kind of shares which he would have owned
immediately following such action if he had exercised the B Warrants immediately
prior to such action. Such adjustment shall be made successively whenever such
an event shall occur. The adjustment shall become effective immediately after
the record date in the case of a dividend or distribution and immediately after
the effective date in the case of a subdivision, combination or
reclassification. If after an adjustment the Holder upon exercise of the B
Warrants may receive shares of two or more classes of capital stock of the
Company, the Company's Board of Directors shall determine the allocation of the
adjusted Exercise Price between the classes of capital stock. After such
allocation, the Exercise Price of each class of capital stock shall thereafter
be subject to adjustment on terms comparable to those applicable to Common Stock
in this Section 5.

(b) Adjustment for Certain Issuances of Common Stock. If the Company shall at
any time or from time to time issue any shares of Common Stock (other than
shares issued as a dividend or distribution as provided in Paragraph 5 (a)
above) for a consideration per share less than the lower of the Exercise Price
in effect on the date of such issue or the Current Market Price per share of
Common Stock (as defined in subsection (e) of this Section 5), then, forthwith
upon such issue, the Exercise Price in effect immediately prior to such action
(the "Existing Exercise Price") shall be reduced by dividing the number of
shares so issued by the total number of shares outstanding after such issuance,
multiplying the quotient by the amount, if any, by which the Existing Exercise
Price exceeds the price of the shares so issued and subtracting the result from
the Existing Exercise Price. In the case of an issue of additional shares of


                               Page 3 of 10 Pages
<PAGE>

Common Stock Purchase Warrant (Series B)
issued by Inc.ubator Capital, Inc. to
Derek M. Galanis dated as of July 7, 2000

Common Stock for cash, the consideration received by the Company therefor shall
be deemed to be the net cash proceeds received for such shares, excluding cash
received on account of accrued interest or accrued dividends and after deducting
therefrom any and all commissions and expenses paid or incurred by the Company
for any underwriting of, or otherwise in connection with, the issue of such
shares. The term "issue" shall be deemed to include the sale or other
disposition of shares held in the Company's treasury. The number of shares
outstanding at any given time shall not include shares in the Company's
treasury.

         (c) Subscription Offerings. In case the Company shall issue rights,
options, or warrants entitling the holders thereof to subscribe for or purchase
Common Stock (or securities convertible into or exchangeable for Common Stock)
at a price per share (or having a conversion price per share, in the case of a
security convertible into or exchangeable for Common Stock) less than the lower
of the then Exercise Price or the Current Market Price per share (as defined in
Paragraph (e) below) on the record date for the determination of stockholders
entitled to receive such rights, then in each such case the Exercise Price shall
be adjusted by multiplying the Exercise Price in effect immediately prior to
such record or granting date by a fraction, of which the numerator shall be the
number of shares of Common Stock outstanding on such record or granting date
plus the number of shares of Common Stock which the aggregate offering price of
the total number of shares of Common Stock so to be offered (or the aggregate
initial conversion price of the convertible securities so to be offered) would
purchase at such Exercise Price or Current Market Price, as the case may be, and
of which the denominator shall be the number of shares of Common Stock
outstanding on such record or granting date plus the number of additional shares
of Common Stock to be offered for subscription or purchase (or into which the
convertible or exchangeable securities so to be offered are initially
convertible or exchangeable). Such adjustment shall become effective at the
close of business on such record date; provided, however, that, to the extent
the shares of Common Stock (or securities convertible into or exchangeable for
shares of Common Stock) are not delivered, the Exercise Price shall be
readjusted after the expiration of such rights, options, or warrants (but only
to the extent that the B Warrants are not exercised after such expiration), to
the Exercise Price which would then be in effect had the adjustments made upon
the issuance of such rights or warrants been made upon the basis of delivery of
only the number of shares of Common Stock (or securities convertible into or
exchangeable for shares of Common Stock) actually issued. In case any
subscription price may be paid in a consideration part or all of which shall be
in a form other than cash, the value of such consideration shall be as
determined in good faith by the Company's Board of Directors. Shares of Common
Stock owned by or held for the account of the Company or any majority-owned
subsidiary shall not be deemed outstanding for the purpose of any such
computation.

         (d) Other Rights to Acquire Common Stock. In case the Company shall
distribute to all holders of its Common Stock evidences of its indebtedness or
assets (excluding cash dividends or distributions paid from retained earnings of
the Company) or rights or warrants to subscribe or purchase (excluding those
referred to in Paragraph (c) above), then in each such case the Exercise Price


                               Page 4 of 10 Pages

<PAGE>

Common Stock Purchase Warrant (Series B)
issued by Inc.ubator Capital, Inc. to
Derek M. Galanis dated as of July 7, 2000

shall be adjusted so that the same shall equal the price determined by
multiplying the Exercise Price in effect immediately prior to the date of such
distribution by a fraction of which the numerator shall be the Current Market
Price per share (as defined in Paragraph (e) below) of the Common Stock on the
Record Date mentioned below less the then fair market value (as determined by
the Board of Directors of the Company) of the portion of the assets or evidences
of indebtedness so distributed or of such rights or warrants applicable to one
share of Common Stock, and the denominator shall be the Current Market Price per
share of the Common Stock. Such adjustment shall become effective immediately
after the Record Date for the determination of shareholders entitled to receive
such distribution.

         (e) Current Market Price. For the purpose of any computation under
Paragraphs (b) through (d) of this Section 5, the Current Market Price per share
of Common Stock on any date shall be deemed to be the average of the daily
closing prices for the 30 consecutive trading days commencing 45 trading days
before such date. The closing price for each day shall be the last reported
sales price regular way or, in case no such reported sale takes place on such
day, the closing bid price regular way, in either case on the principal national
securities exchange on which the Common Stock is listed or admitted to trading
or, if the Common Stock is not listed or admitted to trading on any national
securities exchange, the highest reported bid price as furnished by the National
Association of Securities Dealers, Inc. through NASDAQ or similar organization
if NASDAQ is no longer reporting such information, or by the National Daily
Quotation Bureau or similar organization if the Common Stock is not then quoted
on an inter-dealer quotation system. If on any such date the Common Stock is not
quoted by any such organization, the fair value of the Common Stock on such
date, as determined by the Company's Board of Directors, shall be used.

         (f) Action to Permit Valid Issuance of Common Stock. Before taking any
action which would cause an adjustment reducing the Exercise Price below the
then par value, if any, of the shares of Common Stock issuable upon exercise of
the B Warrants, the Company will take all corporate action which may, in the
opinion of its counsel, be necessary in order that the Company may validly and
legally issue shares of such Common Stock at such adjusted Exercise Price.

         (g) Minimum Adjustment. No adjustment in the Exercise Price shall be
required if such adjustment is less than $0.05; provided, however, that any
adjustments, which by reason of this Paragraph (g) are not required to be made,
shall be carried forward and taken into account in any subsequent adjustment.
All calculations under this Section 5 shall be made to the nearest cent or to
the nearest one-hundredth of a share, as the case may be. Anything to the
contrary notwithstanding, the Company shall be entitled to make such reductions
in the Exercise Price, in addition to those required by this Paragraph 5 (g), as
it in its discretion shall determine to be advisable in order that any stock
dividends, subdivision of shares, distribution of rights to purchase stock or
securities, or distribution of securities convertible into or exchangeable for
stock hereafter made by the Company to its stockholders shall not be taxable.

         (h) Referral of Adjustment. In any case in which this Section 5 shall
require that an adjustment in the Exercise Price be made effective as of a


                               Page 5 of 10 Pages

<PAGE>

Common Stock Purchase Warrant (Series B)
issued by Inc.ubator Capital, Inc. to
Derek M. Galanis dated as of July 7, 2000

record date for a specified event, if the B Warrants shall have been exercised
after such record date the Company may elect to defer until the occurrence of
such event issuing to the Holder the shares, if any, issuable upon such exercise
over and above the shares, if any, issuable upon such exercise on the basis of
the Exercise Price in effect prior to such adjustment; provided, however, that
the Company shall deliver to the Holder a due bill or other appropriate
instrument evidencing the Holder's right to receive such additional shares upon
the occurrence of the event requiring such adjustment.

         (i) Number of Shares. Upon each adjustment of the Exercise Price as a
result of the calculations made in Paragraphs (a) through (d) of this Section 5,
the B Warrants shall thereafter evidence the right to purchase, at the adjusted
Exercise Price, that number of shares (calculated to the nearest thousandth)
obtained by dividing (i) the product obtained by multiplying the number of
shares purchasable upon exercise of the B Warrants prior to adjustment of the
number of shares by the Exercise Price in effect prior to adjustment of the
Exercise Price by (ii) the Exercise Price in effect after such adjustment of the
Exercise Price.

         (j) Transactions Not Requiring Adjustments. No adjustment need be made
for a transaction referred to in Paragraphs (a) through (d) of this Section 5 if
the Holder is permitted to participate in the transaction on a basis no less
favorable than any other party and at a level which would preserve the Holder's
percentage equity participation in the Common Stock upon exercise of the B
Warrants. No adjustment need be made for sales of Common Stock pursuant to a
Company plan for reinvestment of dividends or interest, the granting of options
and/or the exercise of options outstanding under any of the Company's currently
existing stock option plans, the exercise of currently existing incentive stock
options or incentive stock options which may be granted in the future, or the
exercise of any other of the Company's currently outstanding options. No
adjustment need be made for a change in the par value or no par value of the
Common Stock. If the B Warrants become exercisable solely into cash, no
adjustment need be made thereafter. Interest will not accrue on the cash.

         (k) Notice of Adjustments. Whenever the Exercise Price is adjusted, the
Company shall promptly mail to the Holder a notice of the adjustment together
with a certificate from the Company's Chief Financial Officer briefly stating
(i) the facts requiring the adjustment, (ii) the adjusted Exercise Price and the
manner of computing it; and (iii) the date on which such adjustment becomes
effective. The certificate shall be prima facia evidence that the adjustment is
correct, absent manifest error.

         (l) Reorganization of Company. If the Company and/or the holders of
Common Stock are parties to a merger, consolidation or a transaction in which
(i) the Company transfers or leases substantially all of its assets; (ii) the
Company reclassifies or changes its outstanding Common Stock; or (iii) the
Common Stock is exchanged for securities, cash or other assets; the person who
is the transferee or lessee of such assets or is obligated to deliver such
securities, cash or other assets shall assume the terms of the B Warrants. If
the issuer of securities deliverable upon exercise of the B Warrants is an


                               Page 6 of 10 Pages
<PAGE>

Common Stock Purchase Warrant (Series B)
issued by Inc.ubator Capital, Inc. to
Derek M. Galanis dated as of July 7, 2000

affiliate of the surviving, transferee or lessee corporation, that issuer shall
join in such assumption. The assumption agreement shall provide that the Holder
may exercise the B Warrants into the kind and amount of securities, cash or
other assets which he would have owned immediately after the consolidation,
merger, transfer, lease or exchange if he had exercised the B Warrants
immediately before the effective date of the transaction. The assumption
agreement shall provide for adjustments that shall be as nearly equivalent as
may be practical to the adjustments provided for in this Section 5. The
successor company shall mail to the Holder a notice briefly describing the
assumption agreement. If this Paragraph applies, Paragraph 5 (a) above does not
apply.

         (m) Voluntary Reduction. The Company from time to time may reduce the
Exercise Price by any amount for any period of time if the period is at least 20
days and if the reduction is irrevocable during the period. Whenever the
Exercise Price is reduced, the Company shall mail to the Holder a notice of the
reduction. The Company shall mail the notice at least 15 days before the date
the reduced Exercise Price takes effect. The notice shall state the reduced
Exercise Price and the period it will be in effect. A reduction of the Exercise
Price does not change or adjust the Exercise Price otherwise in effect for
purposes of Paragraphs 5 (a) through (d) above.

         (n) Dissolution, Liquidation. In the event of the dissolution or total
liquidation of the Company, then after the effective date thereof, the B
Warrants and all rights thereunder shall expire.

         (o) Notices. If (i) the Company takes any action that would require an
adjustment in the Exercise Price pursuant to this Section 5; or (ii) there is a
liquidation or dissolution of the Company, the Company shall mail to the Holder
a notice stating the proposed record date for a distribution or effective date
of a reclassification, consolidation, merger, transfer, lease, liquidation or
dissolution. The Company shall mail the notice at least 15 days before such
date. Failure to mail the notice or any defect in it shall not affect the
validity of the transaction.

         (p) Determination by Company Conclusive. Any determination that the
Company or its Board of Directors must make pursuant to this Section 5 shall be
conclusive, absent manifest error.

6.  Fractional Shares.

If the number of B Warrant Shares purchasable upon the exercise of the B
Warrants is adjusted pursuant to Section 5 hereof, the Company shall
nevertheless not be required to issue fractions of shares upon exercise of the B
Warrants or otherwise, or to distribute certificates that evidence fractional
shares. Instead the Company will round any fractional share to the nearest share
so that if the fraction is less than 0.5 no share shall be issued and if the
fraction is 0.5 or higher the Company shall issue one full share.

7.  Inclusion of B Warrant Shares in Registration Statement; Right to
    Registration.

         (a) "Piggy Back" Registration Rights. If at any time after the date
hereof, the Company proposes to file a registration statement ("Registration
Statement") with the Securities and Exchange Commission (the "Commission") under


                               Page 7 of 10 Pages
<PAGE>

Common Stock Purchase Warrant (Series B)
issued by Inc.ubator Capital, Inc. to
Derek M. Galanis dated as of July 7, 2000

the Securities Act of 1933 (the "Act") with respect to any of its securities
(except one relating to employee benefit plans or a merger or similar
transaction), the Company shall give notice of its intention to effect such
filing to the Holder at least 30 days prior to filing such Registration
Statement. If the Holder desires to include his B Warrant Shares (the
"Registerable Securities") in the Registration Statement he shall notify the
Company in writing within 15 days after receipt of such notice from the Company,
in which event the Company shall include the Registerable Securities in the
Registration Statement. If the Holder elects to include his Registerable
Securities in the Registration Statement as set forth herein, he shall, in a
timely fashion, provide the Company and its counsel with such information and
execute such documents as its counsel may reasonably require to prepare and
process the Registration Statement.

         (b) Copies of Registration Statements and Prospectuses. The Company
will provide the Holder with a copy of the Registration Statement and any
amendments thereto, and copies of the final prospectus included therein in such
quantities as may reasonably be required to permit the Holder to sell his
Registerable Securities after the Registration Statement is declared effective
by the Commission (the "Effective Date").

         (c) The Company's Obligation to Bear Expenses of Registration. The
Company will bear all expenses (except underwriting discounts and commission, if
any, and the legal fees and expenses, if any, of counsel to the Holder)
necessary and incidental to the performance of its obligations under this
Section 7.

         (d) Indemnification. The Company and the Holder, if the Holder's
Registrable Securities are included in a Registration Statement pursuant to this
Section 7, shall provide appropriate cross indemnities to each other covering
the information supplied by the indemnifying party for inclusion in such
Registration Statement.

         (e) Restriction on Sale of Registerable Securities. The Holder agrees
that as a condition for the Company registering the Registerable Securities as
provided in this Paragraph 7 (b), in the event that the Registration Statement
in which the Registerable Securities are included relates to a Public Offering
to be effected through or with the assistance of an underwriter, he will consent
to restrict the sale of the Registerable Securities or reduce the number of
Registerable Securities that may be included in such registration in accordance
with the reasonable requirements of such underwriter.

         (f) Cancellation of Registration Rights. Anything to the contrary not
withstanding, the Company shall not be required to register any Registerable
Securities which, in the reasonable opinion of the Company's counsel, may be
sold pursuant to the exemption from registration provided by Section (k) of Rule
144 promulgated under the Act.

8.  Covenants of the Company.

The Company covenants that it will at all times reserve and keep available out
of its authorized Common Stock, solely for the purpose of issue upon exercise of
Warrants, such number of shares of Common Stock as shall then be issuable upon

                               Page 8 of 10 Pages

<PAGE>

Common Stock Purchase Warrant (Series B)
issued by Inc.ubator Capital, Inc. to
Derek M. Galanis dated as of July 7, 2000

the exercise of all outstanding B Warrants. The Company covenants that all
shares of Common Stock which shall be issuable upon exercise of the Warrants
shall, at the time of delivery thereof, be duly and validly issued and fully
paid and nonassessable and free from all preemptive or similar rights, taxes,
liens and charges with respect to the issue thereof, and that upon issuance such
shares shall be listed on each securities exchange, if any, on which the other
shares of outstanding Common Stock of the Company are then listed.

9.  Amendments.

This Agreement shall not be amended, modified or revoked except by agreement in
writing, signed by the Company and the Holder.

10. Governing Law.

The B Warrants shall be governed by the laws of the State of New York.

IN WITNESS WHEREOF, the Company has caused these B Warrants to be executed on
its behalf by an officer thereunto duly authorized and the Holder has executed
this Agreement as of the date above written.

Inc.ubator Capital, Inc.



By: ____________________________                   _________________________
    Jason W. Galanis, President                    Derek M. Galanis










                               Page 9 of 10 Pages
<PAGE>

                                SUBSCRIPTION FORM

                          To Be Executed by the Holder
                         in Order to Exercise B Warrants

The undersigned Holder hereby irrevocably elects to exercise the B Warrants, and
to purchase the shares of Common Stock issuable upon the exercise thereof, and
requests that certificates for such shares shall be issued in the name of



            PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER


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

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

                  ------------------------------------------------
                     [please print or type name and address]

and be delivered to


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

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

                  ------------------------------------------------
                     [please print or type name and address]


and if such number of shares of Common Stock shall not be all the shares
issuable upon the exercise of the B Warrants, that new B Warrants exercisable
for the balance of the shares issuable upon the exercise of the B Warrants be
delivered to the Holder at the address stated below.

Dated:                                          X
      -------------------                       -------------------------------

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

                                                -------------------------------
                                                             Address


                                                -------------------------------
                                                Taxpayer Identification Number



                                                -------------------------------
                                                       Signature Guaranteed



                              Page 10 of 10 Pages