Exhibit 4.2

                                    [Form of]

                              MAYALL PARTNERS, INC.

                                WARRANT AGREEMENT


         This Warrant Agreement (this "Agreement"), dated as of __________,
2000, is between Mayall Partners, Inc., a Delaware corporation (hereinafter
referred to as the "Issuer" or the "Company") and _____________ (the "Holder").


                                R E C I T A L S:


         WHEREAS, the Company proposes to issue and deliver warrant certificates
(the "Warrant Certificates") evidencing warrants (the "Warrants") to acquire
______ shares (the "Warrant Shares") of the common stock, $0.001 par value, of
the Company (the "Common Stock") (subject to adjustment pursuant to Article III
below), in consideration for Holder's agreement to perform certain consulting
services for the Issuer in connection with that certain Consulting Agreement
dated as of June 26, 2000, between the Company and Holder (the "Consulting
Agreement") on the terms and conditions set forth below.

         NOW, THEREFORE, in consideration of the foregoing and for the purpose
of defining the terms and provisions of the Warrants and the respective rights
and obligations thereunder of the Company and the Holder, the Company and the
Holder hereby agree as follows:


                                    ARTICLE I

                           Original Issue of Warrants

         SECTION 1.1. Grant of Warrant. The Issuer hereby grants to Holder the
right, upon the terms and subject to the conditions set forth in this Agreement,
to purchase the Warrant Shares, at a per share exercise price equal to $0.01 per
share (the "Exercise Price"); provided, however, that the Warrants shall not
vest and become exercisable until the services to be provided under the
Consulting Agreement have been performed. Provided, further, that if for any
reason the shares issuable under the Warrants cannot be registered pursuant to a
Registration Statement on Form S-8, the Company shall issue no Warrants and this
Agreement shall be null and void without further obligation of the Company or
the Holder.

         SECTION 1.2 Form of Warrant Certificates. The Warrant Certificates
shall be issued substantially in the form attached hereto as Exhibit A and shall
bear the legend set forth in Exhibit A, together with such other legends and
endorsements typed, stamped, printed, lithographed or engraved thereon as the
Company may deem appropriate and as are not inconsistent with the provisions of
this Agreement, or as may be required to comply with any law or with any rule or
regulation pursuant thereto or with any rule or regulation of any securities
exchange on which the Warrants may be listed, or to conform to customary usage.

         SECTION 1.3. Execution and Delivery of Warrant Certificates. The
Warrant Certificates shall be executed on behalf of the Company by its
President, Chief Executive Officer or Chief Financial Officer, either manually
or by facsimile signature printed thereon.

                                   ARTICLE II

                      Certain Terms of Exercise of Warrants

                                       -1-
<PAGE>

         SECTION 2.1. Method of Exercise. In order to exercise a Warrant or to
sell a Warrant to the Company, the Holder thereof must surrender the Warrant
Certificate evidencing such Warrant to the Company, with one of the forms on the
reverse of or attached to the Warrant Certificate duly executed, together with
payment in cash or check payable to the Company for the full amount of the
Exercise Price.

         If fewer than all of the Warrants represented by a Warrant Certificate
are surrendered, such Warrant Certificate shall be surrendered and a new Warrant
Certificate of the same tenor and for the number of Warrants that were not
surrendered shall be signed by the Company, registered in such name or names as
may be directed in writing by the Holder, and delivered to the person or persons
entitled to receive the same.

         Upon surrender of a Warrant Certificate and payment of the Exercise
Price in conformity with the foregoing provisions, the Company shall issue to
the Holder of such Warrant Certificate appropriate evidence of ownership of any
Warrant Shares or other securities or property (including any money) to which
the Holder is entitled, registered or otherwise placed in, or payable to the
order of, such name or names as may be directed in writing by the Holder, and
shall deliver such evidence of ownership and any other securities or property
(including any money) to the person or persons entitled to receive the same,
together with an amount in cash in lieu of any fraction of a share as provided
in Section 4.4.

                                   ARTICLE III

                                   Adjustments

         SECTION 3.1. Adjustment of Exercise Price and Number of Shares of
Common Stock. The number and kind of shares purchasable upon the exercise of
Warrants and the Exercise Price shall be subject to adjustment from time to time
as follows:

         (a) Stock Splits, Combinations, etc. In case the Company shall
hereafter (i) pay a dividend or make a distribution on its Common Stock in
shares of its capital stock (whether shares of Common Stock or of capital stock
of any other class), (ii) subdivide its outstanding shares of Common Stock,
(iii) combine its outstanding shares of Common Stock into a smaller number of
shares, or (iv) issue by reclassification of its shares of Common Stock any
shares of capital stock of the Company, the Exercise Price and number of shares
of Common Stock underlying the Warrant (if applicable) in effect immediately
prior to such action shall be adjusted so that the Holder of any Warrant
thereafter exercised shall be entitled to receive the number of shares of
capital stock of the Company which such Holder would have owned immediately
following such action had such Warrant been exercised immediately prior thereto.
An adjustment made pursuant to this paragraph shall become effective immediately
after the record date in the case of a dividend and shall become effective
immediately after the effective date in the case of a subdivision, combination
or reclassification. If, as a result of an adjustment made pursuant to this
paragraph, the Holder of any Warrant thereafter exercised shall become entitled
to receive shares of two or more classes of capital stock of the Company, the
Board of Directors (whose determination shall be conclusive) shall determine the
allocation of the adjusted Exercise Price between or among shares of such
classes of capital stock.

         (b) Reclassification, Combinations, Mergers, etc. In case of any
reclassification or change of outstanding shares of Common Stock issuable upon
exercise of the Warrants (other than as set forth in paragraph (a) above and
other than a change in par value, or from par value to no par value, or from no
par value to par value or as a result of a subdivision or combination), or in
case of any consolidation or merger of the Company with or into another
corporation (other than a merger in which the Company is the continuing
corporation and which does not result in any reclassification or change of the
then outstanding shares of Common Stock or other capital stock issuable upon
exercise of the Warrants (other than a change in par value, or from par value to
no par value, or from no par value to par value or as a result of a subdivision
or combination)) or in case of any sale or conveyance to another corporation of
the property of the Company as an entirety or substantially as an entirety,
then, as a condition of such reclassification, change, consolidation, merger,
sale or conveyance, the Company or such a successor or purchasing corporation,
as the case may be, shall forthwith make lawful and adequate provision whereby
the holder of such Warrant then outstanding shall have the right thereafter to
receive on exercise of such Warrant the kind and amount of shares of stock and
other securities and property receivable upon such reclassification, change,
consolidation, merger, sale or conveyance by a holder of the number of shares of
Common Stock issuable upon exercise of such Warrant

                                       -2-
<PAGE>

immediately prior to such reclassification, change, consolidation, merger, sale
or conveyance. Such provisions shall include provision for adjustments which
shall be as nearly equivalent as may be practicable to the adjustments provided
for in this Article III. The above provisions of this paragraph (b) shall
similarly apply to successive reclassifications and changes of shares of Common
Stock and to successive consolidations, mergers, sales or conveyances. This
provision shall not limit the rights of the Holders as specified in the Warrant
Certificate to exercise the Warrants prior to any of the events described
herein.

         (c) Other Adjustments. In the event that at any time, as a result of an
adjustment made pursuant to this Article III, the Holders shall become entitled
to receive any securities of the Company other than shares of Common Stock,
thereafter the number of such other securities so receivable upon exercise of
the Warrants and the Exercise Price applicable to such exercise shall be subject
to adjustment from time to time in a manner and on terms as nearly equivalent as
practicable to the provisions with respect to the shares of Common Stock
contained in this Article III.

         SECTION 3.2. Notice of Adjustment. Whenever the number of shares of
Common Stock or other stock or property issuable upon the exercise of each
Warrant or the Exercise Price is adjusted, as herein provided, the Company shall
promptly mail by first class mail, postage prepaid, to each Holder notice of
such adjustment or adjustments and shall obtain a certificate of a firm of
independent public accountants selected by the Board of Directors of the Company
(who may be the regular accountants employed by the Company) setting forth the
number of shares of Common Stock or other stock or property issuable upon the
exercise of each Warrant or the Exercise Price after such adjustment, setting
forth a brief statement of the facts requiring such adjustment and setting forth
the computation by which such adjustment was made. The Company shall be entitled
to rely on such certificate and shall be under no duty or responsibility with
respect to any such certificate, except to exhibit the same from time to time to
any Holder desiring an inspection thereof during reasonable business hours.

         SECTION 3.3. Statement on Warrants. Irrespective of any adjustment in
the number or kind of shares issuable upon the exercise of the Warrants or the
Exercise Price, Warrants theretofore or thereafter issued may continue to
express the same number and kind of shares as are stated in the Warrants
initially issuable pursuant to this Agreement.

         SECTION 3.4. Fractional Interest. The Company shall not be required to
issue fractional shares of Common Stock on the exercise of Warrants. If more
than one Warrant shall be presented for exercise in full at the same time by the
same Holder, the number of full shares of Common Stock which shall be issuable
upon such exercise shall be computed on the basis of the aggregate number of
shares of Common Stock acquirable on exercise of the Warrants so presented. If
any fraction of a share of Common Stock would, except for the provisions of this
Section, be issuable on the exercise of any Warrant (or specified portion
thereof), the Company shall pay an amount in cash calculated by it to equal the
then current market value per share multiplied by such fraction computed to the
nearest whole cent. The Holders, by their acceptance of the Warrant
Certificates, expressly waive any and all rights to receive any fraction of a
share of Common Stock or a stock certificate representing a fraction of a share
of Common Stock.


                                   ARTICLE IV

                                 Warrant Holders

         SECTION 4.1. No Voting Rights. Prior to the exercise of the Warrants,
no Holder of a Warrant Certificate, as such, shall be entitled to any rights of
a stockholder of the Company, including, without limitation, the right to
receive dividends or subscription rights, the right to vote, to consent, to
exercise any preemptive right, to receive any notice of meetings of stockholders
for the election of directors of the Company or any other matter or to receive
any notice of any proceedings of the Company, except as may be specifically
provided for herein.

         SECTION 4.2. Right of Action. All rights of action in respect of this
Agreement are vested in the Holders of the Warrants, and any Holder of any
Warrant, without the consent of the Holder of any other Warrant, may, on such
Holder's own behalf and for such Holder's own benefit, enforce, and may
institute and maintain any suit, action or proceeding against the Company
suitable to enforce, or otherwise in respect of, such Holder's rights

                                       -3-
<PAGE>

hereunder, including the right to exercise, exchange or surrender for purchase
such Holder's Warrants in the manner provided in this Agreement.

                                    ARTICLE V

                            Covenants of the Company

         SECTION 5.1. Reservation of Common Stock for Issuance on Exercise of
Warrants; Listing. The Company covenants that it will at all times reserve and
keep available, free from preemptive rights, out of its authorized but unissued
Common Stock, solely for the purpose of issuance upon exercise of Warrants as
herein provided, such number of shares of Common Stock as shall then be issuable
upon the exercise of all outstanding Warrants. The Company covenants that all
shares of Common Stock which shall be so issuable shall, upon such issuance, be
duly and validly issued and fully paid and nonassessable, and that upon issuance
such shares shall be listed on each national securities exchange, if any, on
which any other shares of outstanding Common Stock of the Company are then
listed.


                                   ARTICLE VI

                                  Miscellaneous

         SECTION 6.1. Payment of Taxes. The Company will pay all taxes and other
governmental charges that may be imposed on the Company or on the Warrants or on
any securities deliverable upon exercise of Warrants with respect thereto,
provided that the Company shall not be responsible for any taxes payable by any
Holder of Warrants. The Company will not be required, however, to pay any tax or
other charge imposed in connection with any transfer involved in the issue of
any certificate for shares of Common Stock or other securities underlying the
Warrants or payment of cash or other securities underlying the Warrants or
payment of cash or other property to any person other than the Holder of a
Warrant Certificate surrendered upon the exercise thereof and in case of such
transfer or payment, the Company shall not be required to issue any stock
certificate or security or pay any cash or distribute any property until such
tax or charge has been paid or it has been established to the Company's
satisfaction that no such tax or other charge is due.

         SECTION 6.2. Surrender of Certificates. Any Warrant Certificate
surrendered for exercise or purchased or otherwise acquired by the Company shall
be delivered to the Company, and all Warrant Certificates surrendered or so
delivered to the Company shall promptly be canceled and shall not be reissued by
the Company. The Company shall destroy such canceled Warrant Certificates.

         SECTION 6.3. Mutilated, Destroyed, Lost and Stolen Warrant
Certificates. If (a) any mutilated Warrant Certificate is surrendered to the
Company or (b) the Company receives evidence to its satisfaction of the
destruction, loss or theft of any Warrant Certificate, and there is delivered to
the Company such security or indemnity as may be reasonably required by it to
save it harmless, then, in the absence of notice to the Company that such
Warrant Certificate has been acquired by a bona fide purchaser, the Company
shall execute and deliver, in exchange for any such mutilated Warrant
Certificate or in lieu of any such destroyed, lost or stolen Warrant
Certificate, a new Warrant Certificate of like tenor and for a like aggregate
number of Warrants.

         Upon the issuance of any new Warrant Certificate under this Section
6.3, the Company may require the payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in relation thereto and other
expenses (including the reasonable fees and expenses of counsel to the Company
in connection therewith).

         Every new Warrant Certificate executed and delivered pursuant to this
Section 6.3 in lieu of any destroyed, lost or stolen Warrant Certificate shall
constitute an original contractual obligation of the Company, whether or not the
destroyed, lost or stolen Warrant Certificate shall be at any time enforceable
by anyone, and shall be entitled to the benefits of this Agreement equally and
proportionately with any and all other Warrant Certificates duly executed and
delivered hereunder.


                                       -4-
<PAGE>

         The provisions of this Section 6.3 are exclusive and shall preclude (to
the extent lawful) all other rights or remedies with respect to the replacement
of mutilated, destroyed, lost or stolen Warrant Certificates.

         SECTION 6.4. Miscellaneous Rights. The rights of Holders upon the
occurrence of the events set forth in this Agreement are cumulative. If more
than one such event shall occur and the periods following the occurrence of such
events and prior to the closing of the transactions that are the subject of such
events overlap, each Holder may exercise such rights arising therefrom as such
Holder may elect without any condition imposed upon such exercise not contained
in this Agreement.

         Neither the Company nor any of its Affiliates, as such term is defined
below, involved in any proposed transactions that is the subject of such an
event shall have any obligation to the Holders to consummate any such proposed
transaction once an agreement or agreement in principle or decision to proceed
with respect thereto is reached, whether on the terms first proposed or as
revised, or to include any Holder in, or apprise any Holder of, any negotiations
or discussions concerning any such proposed transaction among the prospective
parties thereto, except as expressly provided herein. An "Affiliate" of any
person means any person directly or indirectly controlling or controlled by or
under direct or indirect common control with such person. For purposes of this
definition, "control," when used with respect to any person means the power to
direct the management and policies of such person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise,
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.

         SECTION 6.5. Notices. All notices, demands or other communications to
be given to any party hereunder shall be in writing. A notice shall be validly
given or made to another party if served either personally or if deposited in
the United States mail, certified or registered, return receipt requested, or if
transmitted by telegraph, telecopy or other electronic written transmission or
if sent by overnight courier service, and if addressed to the applicable party
as follows:

         If to the Company:                 Mayall Partners, Inc.
                                            317 Madison Avenue, Suite 2310
                                            New York, New York 10017
                                            Attention: James A. Prestiano, Esq.

         If to the Holder:
                                            ----------------------------------
                                            ----------------------------------
                                            ----------------------------------

If such notice, demand or other communication is served personally, service
shall be conclusively deemed made at the time of such personal service. If such
notice, demand or other communication is given by mail, service shall be
conclusively deemed made seventy-two (72) hours after the deposit thereof in the
United States mail. If such notice, demand or other communication is given by
overnight courier, or electronic transmission, service shall be conclusively
deemed made at the time of confirmation of delivery thereof. Any party may
change its address for the purpose of receiving notices, demands and other
communications as herein provided, by a written notice given in the aforesaid
manner.

         SECTION 6.6. Assignment. The Holder may not assign any of his rights or
obligations hereunder and may not assign his Warrants without the Company's
prior written consent, which the Company may withhold in its sold and absolute
discretion. Subject to the foregoing, this Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective heirs,
administrators, executors, successors and permitted assigns. If the Securities
and Exchange Commission or any other securities regulatory agency objects to any
transfer or such transfer impedes the ability of the Company to complete a
15c2-11 filing, such transfer shall be null and void.

         SECTION 6.7. Counterparts. This Agreement may be executed in any number
of counterparts, each of which shall be deemed an original, but all of which
together constitute one and the same instrument.


                                       -5-
<PAGE>

         SECTION 6.8. Modification. This Agreement may not be modified without
the prior written consent of the parties.

         SECTION 6.9. Termination. This Agreement (other than the Company's
obligations with respect to Warrants previously exercised or surrendered for
purchase under Article II) and any Warrants issued to the Holder hereunder shall
automatically be terminated and be of no further force and effect upon the
earliest occurrence of any of the following events:

               a.   a breach by the Holder of any representation or warranty
                    contained in Section 4 of the Consulting Agreement;

               b.   a breach by the Holder of any other Section of the
                    Consulting Agreement or this Agreement;

               c.   the commencement by the Holder of any legal action against
                    any of the Companies or any of their Affiliates, officers,
                    directors or employees; or

               d.   the Expiration Date.

         SECTION 6.10. Applicable Law. THIS AGREEMENT AND EACH WARRANT ISSUED
HEREUNDER AND ALL RIGHTS ARISING HEREUNDER SHALL BE GOVERNED BY THE LAW OF THE
STATE OF CALIFORNIA APPLICABLE TO CONTRACTS AND INSTRUMENTS EXECUTED AND TO BE
PERFORMED ENTIRELY IN SUCH STATE, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES.

         SECTION 6.11. Titles. The titles, captions or headings of the Sections
herein are inserted for convenience of reference only and are not intended to be
a part of or to affect the meaning or interpretation of this Agreement.

         SECTION 6.12. Severability. In the event that any one or more of the
provisions contained in this Agreement shall, for any reason, be held to be
invalid, illegal or unenforceable in any respect, then to the maximum extent
permitted by law, such invalidity, illegality or unenforceability shall not
affect any other provision of this Agreement.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed, as of the day and year first above written.


                                              MAYALL PARTNERS, INC.
                                              a Delaware corporation


                                              By:
                                                 -----------------------------
                                              Name:
                                                   ---------------------------
                                              Title:
                                                    --------------------------

                                              --------------------------------
                                              Holder




                                       -6-
<PAGE>

                                    EXHIBIT A

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), AND THEY MAY NOT BE OFFERED, SOLD, PLEDGED,
HYPOTHECATED, ASSIGNED OR TRANSFERRED EXCEPT (i) PURSUANT TO A REGISTRATION
STATEMENT UNDER THE SECURITIES ACT WHICH HAS BECOME EFFECTIVE AND IS CURRENT
WITH RESPECT TO THESE SECURITIES, OR (ii) PURSUANT TO A SPECIFIC EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT, BUT ONLY UPON A HOLDER HEREOF FIRST
HAVING OBTAINED THE WRITTEN OPINION OF COUNSEL TO THE ISSUER, OR OTHER COUNSEL
REASONABLY ACCEPTABLE TO THE ISSUER, THAT THE PROPOSED DISPOSITION IS EXEMPT
FROM REGISTRATION UNDER THE SECURITIES ACT.

                              MAYALL PARTNERS, INC.

                          COMMON STOCK PURCHASE WARRANT


                           DATED: __________ ___, 2000

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


Holder:    _____________________                              Warrant No:______

Number of Warrants:  ______________


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


         THIS CERTIFIES THAT Holder is the owner of the number of Warrants set
forth above of Mayall Partners, Inc., a Delaware corporation (hereinafter
called the "Company"). Each Warrant entitles the registered holder (the
"Holder") to purchase one share (collectively, "Warrant Shares") of Common Stock
of the Company ("Common Stock") at an exercise price per share of $0.01 (the
"Exercise Price"), at any time during the period commencing on the date that all
required services have been rendered as described in Section 1.1 of that certain
Warrant Agreement, dated as of ________, 2000, by and between the Company and
Holder (the "Warrant Agreement"), until
_______________________________________________________ (the "Expiration Date");
provided, however, that if for any reason the shares issuable under the Warrants
cannot be registered pursuant to a Registration Statement on Form S-8, the
Company shall issue no Warrants and this Warrant shall be null and void without
further obligation of the Company or the Holder.

         The Exercise Price and number of shares of Common Stock of the Company
purchasable upon exercise of each Warrant evidenced hereby shall be subject to
adjustment from time to time as set forth in the Warrant Agreement. To the
extent of any inconsistencies between this Warrant and the Warrant Agreement,
the Warrant Agreement shall control.

         The Warrants evidenced hereby are issued under and subject to the terms
and provisions contained in the Warrant Agreement, to all of which the Holder by
acceptance hereof consents. A copy of the Warrant Agreement is on file at the
corporate office of the Company.

         The Warrants evidenced hereby may be exercised in whole or in part by
presentation of this Warrant Certificate with the Purchase Form attached hereto
duly executed (with a signature guarantee as provided hereon) and simultaneous
payment of the Exercise Price at the principal office of the Company. Payment of
such price shall be made in cash, by certified or official bank check or any
combination thereof.

                                       A-1
<PAGE>

         Upon any partial exercise of the Warrants evidenced hereby, there shall
be signed and issued to the Holder a new Warrant Certificate in respect of the
Warrant Shares as to which the Warrants evidenced hereby shall not have been
exercised. These Warrants may be exchanged at the office of the Company by
surrender of this Warrant Certificate properly endorsed for one or more new
Warrants of the same aggregate number of Warrant Shares as evidenced by the
Warrant or Warrants exchanged. No fractional securities shall be issued upon the
exercise of rights to purchase hereunder, but the Company shall pay the cash
value of any fraction upon the exercise of one or more Warrants. These Warrants
are transferable at the office of the Company in the manner and subject to the
limitations set forth in the Warrant Agreement.

         This Warrant Certificate does not entitle any Holder to any of the
rights of a stockholder of the Company.

                                               MAYALL PARTNERS, INC.



                                               By:
                                                  --------------------------
                                                  Name:
                                                  Title:


Dated: _____________ __, 2000

ATTEST:                [Seal]


-----------------------------
Name:
Title:

                                       A-2
<PAGE>

                              MAYALL PARTNERS, INC.
                          COMMON STOCK PURCHASE WARRANT
                                  PURCHASE FORM

MAYALL PARTNERS, INC. (the "Company")
317 Madison Avenue, Suite 2310
New York, New York 10017
Attention: James A. Prestiano, Esq.

         The undersigned hereby irrevocably elects to exercise the right of
purchase represented by the within Warrant Certificate for, and to purchase
thereunder, _________ shares of common stock of Mayall Partners, Inc. (the
"Company") (the "Warrant Shares") provided for therein, and requests that
certificates for the Warrant Stock be issued in the name of:


                   ------------------------------------------
         (Please print or Type Name, Address and Social Security Number)

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

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

and, if said number of Warrant Shares shall not be all the Warrant Shares
purchasable hereunder, that a new Warrant Certificate for the balance of the
Warrant Shares purchasable under the within Warrant Certificate be registered in
the name of the undersigned Holder or his assignee as below indicated and
delivered to the address stated below.

Dated:_________________

Name of Holder
or Assignee:          --------------------------------------
                                 (Please Print)

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

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

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

Note: The above signature must correspond with the name as it appears upon the
face of this Warrant Certificate in every particular, without alteration or
enlargement or any change whatever, unless these Warrants have been assigned.

Signature Guaranteed:
                     -----------------------------
(Signature must be guaranteed by a bank, trust company or savings and loan
association, having an office or correspondent in the United States or by a
member firm of a registered securities exchange or the National Association of
Securities Dealers, Inc.)

                                   ASSIGNMENT
                 (To be signed only upon assignment of Warrants)

         FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
the right to purchase ______________ Warrant Shares represented by the within
Warrant Certificate unto, and requests that a certificate for such Warrant be
issued in the name of:


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

                                       A-3

<PAGE>

          (Name and Address of Assignee Must be Printed or Typewritten)

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

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

hereby irrevocably constituting and appointing _______________ as attorney to
transfer said Warrants on the books of the Company, with full power of
substitution in the premises and, if said number of shares of Warrant Stock
shall not be all of the Warrant Stock purchasable under the within Warrant
Certificate, that a new Warrant Certificate for the balance of the Warrant Stock
purchasable under the within Warrant Certificate be registered in the name of
the undersigned Holder and delivered to such Holder's address as then set forth
on the Company's books.


Dated:                           --------------------------------------------
      ---------------                   Signature of Registered Holder

Note: The above signature must correspond with the name as it appears upon the
face of this Warrant Certificate in every particular, without alteration or
enlargement or any change whatever.

Signature Guaranteed:
                     -----------------------------
(Signature must be guaranteed by a bank, trust company or savings and loan
association having an office or correspondent in the United States or by a
member firm of a registered securities exchange or the National Association of
Securities Dealers, Inc.)



                                       A-4