THIS  WARRANT  HAS NOT BEEN  REGISTERED  UNDER THE  SECURITIES  ACT OF 1933,  AS
AMENDED (THE  "SECURITIES  ACT"), OR ANY OTHER  APPLICABLE STATE SECURITIES LAWS
AND HAS BEEN ISSUED IN RELIANCE UPON AN EXEMPTION  FROM  REGISTRATION  UNDER THE
SECURITIES  ACT.  THIS  WARRANT  SHALL  NOT  CONSTITUTE  AN  OFFER TO SELL NOR A
SOLICITATION  OF AN OFFER TO BUY THE WARRANT IN ANY  JURISDICTION  IN WHICH SUCH
OFFER OR SOLICITATION WOULD BE UNLAWFUL.

THIS WARRANT AND THE SHARES OF COMMON STOCK  ISSUABLE UPON EXERCISE  HEREOF HAVE
NOT  BEEN  REGISTERED  UNDER  THE  SECURITIES  ACT  OF  1933,  AS  AMENDED  (THE
"SECURITIES   ACT"),  OR  ANY  STATE  SECURITIES  LAWS  AND  MAY  NOT  BE  SOLD,
TRANSFERRED,  PLEDGED OR OTHERWISE  DISPOSED OF UNLESS (i) REGISTERED  UNDER THE
SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR (ii) IJOIN SYSTEMS,
INC., A DELAWARE CORPORATION (THE "COMPANY"), SHALL HAVE RECEIVED AN OPINION, IN
FORM,  SCOPE AND SUBSTANCE  REASONABLY  ACCEPTABLE TO THE COMPANY,  FROM COUNSEL
REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION OF SUCH SECURITIES UNDER
THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE  STATE SECURITIES LAWS
IS NOT REQUIRED.


                                     WARRANT

                               IJOIN SYSTEMS, INC.

No. ____                                                 Number of Shares: _____
Date of Issuance: May 8, 2001                            Exercise Price: $_____


               THIS CERTIFIES  that, for value  received,  _______________  (the
"Holder"), is entitled, upon the terms and subject to the conditions hereinafter
set forth,  at any time on or after May 8, 2001,  and on or prior to May 8, 2004
(the "Termination Date"), but not thereafter, to subscribe for and purchase from
IJOIN  SYSTEMS,   INC.,  a  Delaware   corporation   (the   "Company"),   up  to
____________________ (______) shares (the "Warrant Shares") of Common Stock, par
value US $0.0001  per share of the  Company  (the  "Common  Stock"),  subject to
adjustment  as  hereinafter  provided,  at a purchase  price per share  equal to
$_____ (the "Exercise  Price").  This Warrant is being issued in connection with
the conversion of that  Convertible  Note dated April 1, 2001 between the Holder
and iJoin.com, Inc.

<PAGE>

     1.  Title of  Warrant.  Prior  to the  expiration  hereof  and  subject  to
compliance with the Securities Act of 1933, as amended (the  "Securities  Act"),
and  other   applicable   laws,  this  Warrant  and  all  rights  hereunder  are
transferable, in whole or in part, at the office or agency of the Company by the
holder hereof in person or by duly authorized  attorney,  upon surrender of this
Warrant together with the Assignment Form annexed hereto properly endorsed.

     2. Warrant Shares.
        --------------

          (a) The Company covenants that all shares of Common Stock which may be
issued upon the  exercise  of rights  represented  by this  Warrant  will,  upon
exercise of the rights represented by this Warrant, be duly authorized,  validly
issued,  fully paid and nonassessable and free from all taxes, liens and charges
in respect of the issue  thereof  (other  than taxes in respect of any  transfer
occurring contemporaneously with such issue).

          (b) The  Company  covenants  that  during the  period  the  Warrant is
outstanding,  it will reserve from its  authorized  and unissued  Common  Stock,
solely for the  purpose of  effecting  the  exercise  of the Warrant a number of
shares of Common Stock equal to the aggregate  number of Warrant Shares issuable
upon  exercise of the Warrant on the date of this Warrant.  The Company  further
covenants that its issuance of this Warrant shall  constitute  full authority to
its officers who are charged with the duty of executing  stock  certificates  to
execute and issue the  necessary  certificates  for the Warrant  Shares upon the
exercise of the purchase rights under this Warrant.

     3. Exercise of Warrant.  Except as provided in Section 4 below, exercise of
the purchase rights represented by this Warrant may be made at any time or times
before the close of business on the  Termination  Date, by the surrender of this
Warrant and the delivery of that Notice of Exercise  form annexed  hereto,  duly
executed,  at the office of the Company  (or such other  office or agency of the
Company as it may designate by notice in writing to the registered holder hereof
at the address of such holder  appearing  on the books of the  Company) and upon
payment of the Exercise Price of the shares thereby  purchased.  Upon the actual
receipt by the Company of the surrendered  Warrant,  the Notice of Exercise form
and the payment in full of the Exercise Price of the shares  thereby  purchased,
the holder of this Warrant  shall be entitled to receive a  certificate  for the
number of shares of Common Stock so purchased. Certificates for shares purchased
hereunder  shall be delivered to the holder hereof within ten (10) business days
after the date on which the Company actually  received the surrendered  Warrant,
the  Notice  of  Exercise  form and the  Exercise  Price of the  shares  thereby
purchased. Payment of the Exercise Price of the shares may be by certified check
or cashier's  check or by wire transfer to an account  designated by the Company
in an amount equal to the  Exercise  Price  multiplied  by the number of Warrant
Shares.

     4.  Adjustments of Exercise Price and Number of Warrant Shares.  The number
and kind of  securities  purchasable  upon the  exercise of this Warrant and the
Exercise  Price  shall be  subject  to  adjustment  from  time to time  upon the
happening of any of the following.


                                      -2-
<PAGE>

          (a) In case the Company  shall (i) declare or pay a dividend in shares
of Common Stock or make a  distribution  in shares of Common Stock to holders of
its outstanding  Common Stock,  (ii) subdivide its outstanding  shares of Common
Stock,  (iii)  combine  its  outstanding  shares of Common  Stock into a smaller
number of shares of Common  Stock or (iv) issue any shares of its capital  stock
in a  reclassification  of the Common Stock,  then the number of Warrant  Shares
purchasable  upon  exercise of this Warrant  immediately  prior thereto shall be
adjusted  so that the holder of this  Warrant  shall be  entitled to receive the
kind and number of Warrant  Shares or other  securities  of the Company which he
would  have  owned or have  been  entitled  to  receive  had such  Warrant  been
exercised in advance  thereof.  Upon each such adjustment of the kind and number
of Warrant  Shares or other  securities  of the  Company  which are  purchasable
hereunder,  the holder of this Warrant shall  thereafter be entitled to purchase
the number of Warrant Shares or other securities  resulting from such adjustment
at an  Exercise  Price per such  Warrant  Share or other  security  obtained  by
multiplying the Exercise Price in effect immediately prior to such adjustment by
the number of Warrant Shares  purchasable  pursuant hereto  immediately prior to
such adjustment and dividing by the number of Warrant Shares or other securities
of the Company  resulting from such  adjustment.  An adjustment made pursuant to
this paragraph shall become  effective  immediately  after the effective date of
such event  retroactive to the record date, if any, for such event. (b) If after
the date on which the  Warrants  are first  issued to the  Holder,  any  capital
reorganization  or  reclassification  of the  shares  of the  Common  Stock,  or
consolidation or merger of the Company with another corporation,  or the sale of
all or substantially  all of its assets to another  corporation or other similar
event  shall  be  effected,   then,  as  a  condition  of  such  reorganization,
reclassification,  consolidation,  merger,  or sale,  lawful and fair  provision
shall be made whereby the Holder shall thereafter have the right to purchase and
receive  upon the  basis and upon the terms  and  conditions  specified  in this
Warrant such shares of stock, securities,  or assets as may be issued or payable
with respect to or in exchange for a number of outstanding shares of such Common
Stock  equal to the  number  of  shares of such  stock  immediately  theretofore
purchasable and receivable  upon the exercise of the rights  represented by this
Warrant had such reorganization, reclassification, consolidation, merger or sale
not taken place,  and in such event  appropriate  provisions  shall be made with
respect to the rights and interests of the Holder to the end that the provisions
hereof shall  thereafter be  applicable,  as nearly as may be in relation to any
shares of stock, securities,  or assets thereafter deliverable upon the exercise
hereof.  Upon the  occurrence  of any event  specified  in this  paragraph,  the
Company shall give written notice of the effective date of such  reorganization,
reclassification, consolidation, merger, sale, dissolution, liquidation, winding
up or issuance.  Such notice shall also specify the date as of which the holders
of Common Stock of record  shall be entitled to exchange  their Common Stock for
stock,  securities,  or  other  assets  deliverable  upon  such  reorganization,
reclassification, consolidation, merger, sale, dissolution, liquidation, winding
up or issuance.  Failure to give such notice,  or any defect  therein  shall not
affect the legality or validity of such material.

          5.  Voluntary  Adjustment by the Company.  The Company may at any time
during the term of this Warrant,  reduce the then current  Exercise Price to any
amount and for any period


                                      -3-
<PAGE>

of time deemed appropriate by the Board of Directors of the Company.

     6. Notice of Adjustment. Whenever the number of Warrant Shares or number or
kind of  securities  or other  property  purchasable  upon the  exercise of this
Warrant or the Exercise Price is adjusted, as herein provided, the Company shall
promptly mail by registered or certified mail, return receipt requested,  to the
holder of this Warrant notice of such  adjustment or  adjustments  setting forth
the number of Warrant Shares (and other securities or property) purchasable upon
the exercise of this Warrant and the Exercise  Price of such Warrant Shares (and
other  securities  or property)  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.  Such  notice,  in absence of
manifest  error,  shall  be  conclusive  evidence  of the  correctness  of  such
adjustment.

     7.  No  Fractional   Shares  or  Scrip.  No  fractional   shares  or  scrip
representing  fractional  shares  shall  be  issued  upon the  exercise  of this
Warrant.  With  respect to any  fraction of a share called for upon any exercise
hereof,  the Company,  at its sole  option,  shall either issue a whole share in
lieu of such  fractional  share or pay to the  Holder an amount in cash equal to
such fraction  multiplied by the current market value of such fractional  share,
determined as follows:

          (a) If the Common  Stock is listed on the New York or  American  Stock
Exchange or admitted to unlisted  trading  privileges on such exchange or listed
for trading on the Nasdaq Stock Market,  the current value shall be the reported
last  sale  price of the  Common  Stock on such  exchange  or system on the last
business day prior to the date of exercise of this  Warrant,  or if no such sale
is made on such day,  the average  closing bid and asked  prices for such day on
such exchange or system; or

          (b) If the Common Stock is not listed or admitted to unlisted  trading
privileges,  the current value shall be the last reported bid price  reported by
the National  Quotation Bureau,  Inc. on the last business day prior to the date
of the exercise of this Warrant; or

          (c) If the  Common  Stock is not so listed  or  admitted  to  unlisted
trading  privileges and bid prices are not so reported,  the current value shall
be an amount  determined in such  reasonable  manner as may be prescribed by the
board of directors of the Company.

     8. Charges,  Taxes and  Expenses.  Issuance of  certificates  for shares of
Common Stock upon the exercise of this Warrant  shall be made without  charge to
the holder hereof for any issue or transfer tax or other  incidental  expense in
respect of the  issuance of such  certificate,  all of which taxes and  expenses
shall be paid by the Company,  and such certificates shall be issued in the name
of the holder of this Warrant or in such name or names as may be directed by the
holder of this Warrant;  provided,  however,  that in the event certificates for
shares of Common  Stock  are to be issued in a name  other  than the name of the
holder of this  Warrant,  this Warrant when  surrendered  for exercise  shall be
accompanied by the Assignment  Form attached


                                      -4-
<PAGE>

hereto duly executed by the holder hereof;  and provided further,  that upon any
transfer  involved in the issuance or delivery of any certificates for shares of
Common Stock, the Company may require, as a condition thereto,  the payment of a
sum sufficient to reimburse it for any transfer tax incidental thereto.

     9. No Rights as Stockholder  until Exercise.  This Warrant does not entitle
the holder hereof to any voting  rights or other rights as a stockholder  of the
Company prior to the actual receipt by the Company of the  surrendered  Warrant,
the Notice of Exercise  form and the payment of the  aggregate  Exercise  Price.
Upon the actual receipt by the Company of the surrendered Warrant, the Notice of
Exercise  form and the  payment of the  aggregate  Exercise  Price,  the Warrant
Shares so purchased  shall be, and be deemed to be, issued to such holder as the
record owner of such shares as of the close of business on the later of the date
of actual receipt of such surrendered Warrant and Notice of Exercise form or the
date on which payment of the aggregate  Exercise  Price has been received by the
Company.

     10.  Loss,  Theft,  Destruction  or  Mutilation  of  Warrant.  The  Company
represents and warrants that upon receipt by the Company of evidence  reasonably
satisfactory to it of the loss, theft, destruction or mutilation of this Warrant
certificate or any stock certificate relating to the Warrant Shares, and in case
of loss, theft or destruction,  of indemnity or security reasonably satisfactory
to it, and upon surrender and cancellation of such Warrant or stock certificate,
if  mutilated,  the  Company  will  make  and  deliver  a new  Warrant  or stock
certificate  of like  tenor and dated as of such  cancellation,  in lieu of such
Warrant or stock certificate.

     11. Unregistered Securities/Exemption/Legend.
         ----------------------------------------

          (a) The Holder understands that the Warrant and the underlying Warrant
Shares (collectively,  the "Company Securities") have not been, and will not be,
registered under the Securities Act, by reason of a specific  exemption from the
registration  provisions of the Securities  Act which depends upon,  among other
things,  the bona fide nature of the  investment  intent and the accuracy of the
Holder's  representations  made herein.  The Holder understands that the Company
Securities are "restricted  securities"  under applicable U.S. federal and state
securities  laws and that,  pursuant  to these  laws,  the Holder  must hold the
Company Securities  indefinitely  unless they are registered with the Securities
and Exchange Commission and qualified by state authorities, or an exemption from
such  registration  and  qualification  requirements  is  available.  The Holder
acknowledges  that the  Company  has no  obligation  to  register or qualify the
Company  Securities  for  resale.  The Holder  further  acknowledges  that if an
exemption from registration or qualification is available, it may be conditioned
on various  requirements  including,  but not limited to, the time and manner of
sale,  the  holding  period  for the  Company  Securities,  and on  requirements
relating to the Company which are outside of the Holder's control, and which the
Company is under no obligation and may not be able to satisfy.

          (b) The Holder is aware of what constitutes, and fully understands the
definition of, an "Accredited Investor," as that term is defined in Regulation D
promulgated


                                      -5-
<PAGE>

under  the Act and  under  the  laws of each  state  of which  the  Holder  is a
resident,  and is an "Accredited  Investor" for purpose of said Regulation D and
the laws of each state in which the Holder is a resident;

          (c) The Holder of this  Warrant,  by acceptance  hereof,  acknowledges
that this Warrant and the Warrant  Shares to be issued upon exercise  hereof are
being acquired  solely for the Holder's own account and not as a nominee for any
other party,  and for  investment,  and that the Holder will not offer,  sell or
otherwise  dispose of this Warrant or any shares of Warrant  Shares to be issued
upon exercise hereof except pursuant to an effective registration  statement, or
an exemption  from  registration,  under the  Securities  Act and any applicable
state securities laws.

          (d) Except as provided in Section 11(e)  hereof,  this Warrant and all
certificates  representing  shares of Warrant Shares issued upon exercise hereof
shall be stamped or imprinted with a legend in substantially the following form:

          THIS  WARRANT AND THE SHARES OF COMMON  STOCK  ISSUABLE
          UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE
          SECURITIES  ACT OF 1933,  AS AMENDED  (THE  "SECURITIES
          ACT"),  OR ANY  STATE  SECURITIES  LAWS  AND MAY NOT BE
          SOLD,  TRANSFERRED,  PLEDGED OR  OTHERWISE  DISPOSED OF
          UNLESS  (i)  REGISTERED  UNDER THE  SECURITIES  ACT AND
          UNDER  APPLICABLE  STATE  SECURITIES LAWS OR (ii) IJOIN
          SYSTEMS,  INC., A DELAWARE CORPORATION (THE "COMPANY"),
          SHALL HAVE  RECEIVED  AN  OPINION,  IN FORM,  SCOPE AND
          SUBSTANCE  REASONABLY  ACCEPTABLE TO THE COMPANY,  FROM
          COUNSEL  REASONABLY  ACCEPTABLE  TO THE  COMPANY,  THAT
          REGISTRATION  OF SUCH  SECURITIES  UNDER THE SECURITIES
          ACT  AND  UNDER  THE  PROVISIONS  OF  APPLICABLE  STATE
          SECURITIES LAWS IS NOT REQUIRED.

          (e) The  restrictions  imposed by this Section 11(e) upon the transfer
of this Warrant or the Warrant Shares to be purchased upon exercise hereof shall
terminate  (i) when such  securities  shall have been  resold  pursuant to being
effectively registered under the Securities Act, (ii) upon the Company's receipt
of an opinion of counsel, in form and substance  reasonably  satisfactory to the
Company,  addressed to the Company to the effect that such  restrictions  are no
longer  required  to  ensure  compliance  with  the  Securities  Act  and  state
securities laws or (iii) upon the Company's receipt of other evidence reasonably
satisfactory to the Company that such registration and qualification under state
securities  laws is not  required.  Whenever such  restrictions  shall cease and
terminate as to any such  securities,  the Holder  thereof  shall be entitled to
receive from the Company (or its transfer agent and registrar), without any


                                      -6-
<PAGE>

cost or expense (other than  applicable  transfer  taxes,  if any), new warrants
(or, in the case of Warrant Shares,  new stock  certificates)  of like tenor not
bearing the applicable  legend  required by Section 11(d) hereof relating to the
Securities Act and applicable state securities laws.

     12. Miscellaneous.
         -------------

          (a) Issue Date.  The provisions of this Warrant shall be construed and
shall be given effect in all respects as if it had been issued and  delivered by
the Company on the date first set forth hereon.

          (b)  Waivers.  Any  waiver by the  Company,  on the one hand,  and the
Holder,  on the other  hand,  of any  breach of or  failure  to comply  with any
provision or condition of this Warrant by the other party shall not be construed
as, or  constitute,  a continuing  waiver of such  provision or condition,  or a
waiver of any other breach of, or failure to comply with, any other provision or
condition of this Warrant,  any such waiver to be limited to the specific matter
and instance  for which it is given.  No waiver of any such breach or failure or
of any  provision or condition  of this Warrant  shall be effective  unless in a
written  instrument signed by the party granting the waiver and delivered to the
other party hereto in the manner  provided for  hereunder in Section  12(c).  No
failure or delay by either  party to enforce or  exercise  its rights  hereunder
shall be deemed a waiver hereof, nor shall any single or partial exercise of any
such right or any abandonment or discontinuance of steps to enforce such rights,
preclude  any other or further  exercise  thereof or the  exercise  of any other
right.

          (c) Notices. Except as provided in Section 3 and Section 9 hereof, all
notices, demands, consents,  requests,  instructions and other communications to
be given or delivered or permitted  under or by reason of the provisions of this
Warrant or in connection with the transactions  contemplated  hereby shall be in
writing  and  shall be deemed  to be  delivered  and  received  by the  intended
recipient as follows: (i) if personally  delivered,  on the business day of such
delivery (as evidenced by the receipt of the personal delivery service), (ii) if
mailed certified or registered mail return receipt requested,  four (4) business
days after being  mailed,  (iii) if  delivered by  overnight  courier  (with all
charges having been prepaid), on the business day of such delivery (as evidenced
by the receipt of the overnight courier service of recognized standing), or (iv)
if delivered by facsimile transmission,  on the business day of such delivery if
sent by 6:00 p.m. in the time zone of the recipient, or if sent after that time,
on the next succeeding business day (as evidenced by the printed confirmation of
delivery  generated by the sending party's telecopier  machine).  If any notice,
demand, consent, request, instruction or other communication cannot be delivered
because of a changed  address of which no notice was given (in  accordance  with
this Section 12(c)), or the refusal to accept same, the notice, demand, consent,
request,  instruction  or other  communication  shall be deemed  received on the
second business day the notice is sent (as evidenced by a sworn affidavit of the
sender). All such notices, demands, consents,  requests,  instructions and other
communications  will be sent to the following  addresses or facsimile numbers as
applicable:


                                      -7-
<PAGE>

           If to the Company:              IJoin Systems, Inc.
                                           2505 Second Avenue
                                           Suite 500 Seattle, WA 98121
                                           Attn: President
                                           Telephone: 206-374-8600
                                           Facsimile:  206-374-8555

           With copies to:                 Jenkens & Gilchrist Parker Chapin LLP
                                           The Chrysler Building
                                           405 Lexington Avenue
                                           New York, New York 10174
                                           Attn:  Martin E. Weisberg, Esq.
                                           Telephone: (212) 704-6000
                                           Facsimile: (212) 704-6288

           If to the Holder:               ________________________
                                           ========================
                                           Attn:
                  Telephone:
                  Facsimile:

or to such other  address as any party may specify by notice  given to the other
party in accordance with this Section 12(c).

          (d) Governing  Law. This Warrant shall be governed by and construed in
accordance  with the  internal  laws of the State of  Delaware,  without  giving
effect to its conflict of law provisions.

          (e) Interpretation. The article and section headings contained in this
Warrant are solely for the purpose of reference, are not part of this Warrant of
the  parties and shall not in any way affect the  meaning or  interpretation  of
this Warrant.

          (f) Entire  Agreement.  This Warrant contains the entire agreement and
understanding of the parties hereto in respect of the transactions  contemplated
by  this  Warrant.  There  are  no  restrictions,   promises,   representations,
warranties,  covenants or undertakings,  other than those expressly set forth or
referred to herein.  This Warrant  supersedes  all prior and/or  contemporaneous
agreements  and  understandings   between  the  parties  with  respect  to  such
transactions.

          (g) Severability.  The parties agree that should any provision of this
Warrant be held to be invalid,  illegal or  unenforceable  in any  jurisdiction,
that holding shall be effective


                                      -8-
<PAGE>

only to the extent of such  invalidity,  illegally or  unenforceability  without
invalidating  or rendering  illegal or  unenforceable  the remaining  provisions
hereof,  and  any  such  invalidity,   illegally  or   unenforceability  in  any
jurisdiction shall not invalidate or render  unenforceable such provision in any
other  jurisdiction.  It is the intent of the parties  that the Warrant be fully
enforced to the fullest  extent  permitted by applicable  law. (h) Amendment and
Waiver.  This  Warrant and any  provisions  hereof may be  amended,  modified or
supplemented, changed, waived, discharged or terminated only by an instrument in
writing signed by the Company and the Holder.

               IN WITNESS  WHEREOF,  the Company  has caused this  Warrant to be
executed by its officer thereunto duly authorized.


DATED: _________  ____, 2001            IJOIN SYSTEMS, INC.


                                        By: _______________________________
                                        Name: _____________________________
                                        Title:  ___________________________


     The  representations  and  warranties  contained  in  Section 11 hereof are
hereby  acknowledged  and agreed to by the  undersigned  Holder,  as of the date
first above written.


NAME OF HOLDER

By:      ___________________________
Name:    ___________________________
Title:   ___________________________


                                      -9-
<PAGE>

                               NOTICE OF EXERCISE


To:  IJOIN SYSTEMS, INC.


          (1) The  undersigned  hereby  elects to  purchase  ________  shares of
Common Stock, par value $0.0001 per share (the "Common Stock") of IJOIN SYSTEMS,
INC. pursuant to the terms of the attached Warrant, and tenders herewith payment
of the exercise price in full,  together with all applicable  transfer taxes, if
any.

          (2) Please  issue a  certificate  or  certificates  representing  said
shares of Common Stock in the name of the  undersigned  or in such other name as
is specified below:


                           -------------------------------
                           (Name)


                           -------------------------------
                           (Address)

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


          (3) The shares of Common  Stock being  issued in  connection  with the
exercise of the attached  Warrant are [not] being issued in connection  with the
sale of the Common Stock.


Dated:


                                        ------------------------------
                                        Signature


                                      -1-
<PAGE>

                                 ASSIGNMENT FORM

                    (To assign the foregoing warrant, execute
                   this form and supply required information.
                 Do not use this form to exercise the warrant.)


          FOR VALUE  RECEIVED,  the foregoing  Warrant and all rights  evidenced
thereby are hereby assigned to

_______________________________________________ whose address is

______________________________________________________________________.


______________________________________________________________________

                                                   Dated:  ______________, 20___


                           Holder's Signature:  _____________________________

                           Holder's Address:    _____________________________

                                                _____________________________


Signature Guaranteed:  ___________________________________________


NOTE: The signature to this  Assignment Form must correspond with the name as it
appears on the face of the Warrant,  without  alteration or  enlargement  or any
change whatsoever,  and must be guaranteed by a bank or trust company.  Officers
of  corporations  and  those  acting  in an  fiduciary  or other  representative
capacity  should  file  proper  evidence of  authority  to assign the  foregoing
Warrant.


                                      -2-