EXHIBIT 10.2


                                                                  EXECUTION COPY

                                WARRANT AGREEMENT

      Agreement made as of February 28, 2007 between Churchill  Ventures Ltd., a
Delaware corporation,  with offices at 50 Revolutionary Road,  Scarborough,  New
York 10510  ("COMPANY"),  and Continental Stock Transfer & Trust Company,  a New
York  corporation,  with offices at 17 Battery  Place,  New York, New York 10004
("WARRANT AGENT").

     WHEREAS,  the Company  has  determined  to issue and  deliver to  Churchill
Capital Partners LLC, a Delaware limited  liability company ("CCP") in a private
placement  5,000,000  Warrants  (the "SPONSOR  WARRANTS"),  each of such Sponsor
Warrants  evidencing  the right of the holder  thereof to purchase  one share of
common stock, par value $0.001 per share of the Company (the "COMMON STOCK") for
$6.00, subject to adjustment as provided herein;

      WHEREAS,  the Company is engaged in a public offering ("PUBLIC  OFFERING")
of Units  ("UNITS")  and, in connection  therewith,  has determined to issue and
deliver up to 13,750,000  Warrants (the "PUBLIC WARRANTS" and, together with the
Sponsor Warrants,  the "WARRANTS") to the public investors,  each of such Public
Warrants  evidencing  the right of the holder  thereof to purchase  one share of
Common Stock, for $6.00, subject to adjustment as described herein; and

      WHEREAS, the Company has filed with the Securities and Exchange Commission
a Registration Statement, No. 333-135741 on Form S-1 ("REGISTRATION  STATEMENT")
for the registration,  under the Securities Act of 1933, as amended ("ACT"), of,
among other securities, the Warrants and the Common Stock issuable upon exercise
of the Warrants; and

      WHEREAS,  the Company  desires  the Warrant  Agent to act on behalf of the
Company,  and the  Warrant  Agent is willing to so act, in  connection  with the
issuance, registration, transfer, exchange, redemption exercise and cancellation
of the Warrants; and

      WHEREAS, the Company desires to provide for the form and provisions of the
Warrants,  the terms upon which  they  shall be issued  and  exercised,  and the
respective  rights,  limitation of rights,  and  immunities of the Company,  the
Warrant Agent, and the holders of the Warrants; and

      WHEREAS,  all acts and  things  have  been  done and  performed  which are
necessary  to make the  Warrants,  when  executed  on behalf of the  Company and
countersigned  by or on behalf of the Warrant  Agent,  as provided  herein,  the
valid,  binding and legal  obligations  of the  Company,  and to  authorize  the
execution and delivery of this Agreement.

      NOW,   THEREFORE,   in  consideration  of  the  mutual  agreements  herein
contained, the parties hereto agree as follows:

1.       APPOINTMENT OF A WARRANT AGENT. The Company hereby appoints the Warrant
Agent to act as agent for the  Company  with  respect to the  Warrants,  and the
Warrant Agent hereby accepts such  appointment and agrees to perform the same in
accordance with the terms and conditions set forth in this Agreement.

2.       WARRANTS.

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         2.1      FORM OF WARRANT.  Each Warrant  shall be issued in  registered
form  only,  shall  be in  substantially  the  form of  EXHIBIT  A  hereto,  the
provisions of which are incorporated  herein and shall be signed by, or bear the
facsimile  signature of, the Chairman of the Board or President and Treasurer or
Secretary of the Company and shall bear a facsimile of the  Company's  seal.  In
the event the person whose facsimile  signature has been placed upon any Warrant
shall  have  ceased to serve in the  capacity  in which such  person  signed the
Warrant before such Warrant is issued,  it may be issued with the same effect as
if he or she had not ceased to be such at the date of issuance.

         2.2      EFFECT OF COUNTERSIGNATURE.  Unless and until countersigned by
the Warrant Agent in accordance with this Agreement,  a Warrant shall be invalid
and of no effect and may not be exercised by the holder thereof.

         2.3      REGISTRATION.

                  2.3.1    WARRANT  REGISTER.  The Warrant Agent shall  maintain
books ("WARRANT  REGISTER"),  for the registration of original  issuance and the
registration  of transfer  of the  Warrants.  Upon the  initial  issuance of the
Warrants,  the Warrant  Agent shall issue and register the Warrants in the names
of the  respective  holders  thereof  in such  denominations  and  otherwise  in
accordance with instructions delivered to the Warrant Agent by the Company.

                  2.3.2    REGISTERED  HOLDER.  Prior  to  due  presentment  for
registration  of transfer of any Warrant,  the Company and the Warrant Agent may
deem and treat the person in whose name such Warrant  shall be  registered  upon
the  Warrant  Register  ("REGISTERED  HOLDER"),  as the  absolute  owner of such
Warrant and of each Warrant represented thereby (notwithstanding any notation of
ownership or other writing on the Warrant  Certificate made by anyone other than
the Company or the Warrant Agent), for the purpose of any exercise thereof,  and
for all other  purposes,  and neither the Company nor the Warrant Agent shall be
affected by any notice to the contrary.

                  2.3.3    DETACHABILITY OF WARRANTS.  The securities comprising
the Units will begin  separate  trading five business days following the earlier
to occur of (i) expiration or termination  of the  underwriter's  over-allotment
option  or  (ii)  the  exercise  in  full  of  the  over-allotment  option  (the
"DETACHMENT DATE"), subject in either case to filing by the Company of a Current
Report on Form 8-K with the  Securities  and Exchange  Commission  containing an
audited  balance  sheet  reflecting  the  receipt  by the  Company  of the gross
proceeds of the Public Offering and issuing a press release announcing when such
separate trading will begin.

                  2.3.4    SPONSOR WARRANTS. The Sponsor Warrants shall have the
same terms and be in the same form as the Public Warrants except with respect to
the  transferability  of the  Warrants  as set  forth in  Section  5.1.2 and the
redemption of the Warrants as set forth in Section 6.6.

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3.       TERMS AND EXERCISE OF WARRANT.

         3.1      WARRANT PRICE. Each Public Warrant shall,  when  countersigned
by the Warrant Agent,  entitle the  registered  holder  thereof,  subject to the
provisions  of such Public  Warrant and of this Warrant  Agreement,  to purchase
from the Company the number of shares of Common  Stock  stated  therein,  at the
price of $6.00 per whole share, subject to the adjustments provided in Section 4
hereof and in the last sentence of this Section 3.1. Each Sponsor Warrant shall,
when countersigned by the Warrant Agent,  entitle the registered holder thereof,
subject to the provisions of such Sponsor Warrant and of this Warrant Agreement,
to  purchase  from the  Company  the  number of shares  of Common  Stock  stated
therein, at the price of $6.00 per whole share,  subject to adjustments provided
in Section 4 hereof and the last  sentence of this Section 3.1 The term "WARRANT
PRICE" as used in this Warrant  Agreement refers to the price per whole share at
which  Common Stock may be  purchased  at the time a Warrant is  exercised.  The
Company in its sole  discretion may lower the Warrant Price at any time prior to
the Expiration  Date for a period of not less than 10 business  days;  provided,
that any such reduction shall apply equally to all the Warrants.

         3.2      DURATION OF WARRANTS.  A Warrant may be exercised  only during
the period ("EXERCISE  PERIOD")  commencing on the later of (i) the consummation
by the  Company of a merger,  capital  stock  exchange,  stock  purchase,  asset
acquisition or other similar business  combination having  collectively,  a fair
market value (as calculated in accordance with the requirements set forth in the
Company's  Certificate  of  Incorporation)  of at least 80% of the Company's net
assets  (excluding  the  underwriter's  deferred  discount)  at the time of such
acquisition  ("BUSINESS  COMBINATION") (as described more fully in the Company's
Registration  Statement) and (ii) March 1, 2008,  and  terminating at 5:00 p.m.,
New York City time on the  earlier to occur of (a) March 1, 2011 or (b) the date
fixed for  redemption of the Warrants as provided in Section 6 of this Agreement
("EXPIRATION DATE").  Except with respect to the right to receive the Redemption
Price (as set forth in Section 6  hereunder),  each Warrant not  exercised on or
before the Expiration Date shall become void, and all rights  thereunder and all
rights in respect  thereof  under  this  Agreement  shall  cease at the close of
business on the Expiration  Date. The Company in its sole  discretion may extend
the duration of the Warrants by delaying the Expiration Date; provided, however,
that the Company will provide  notice to  registered  holders of the Warrants of
such  extension  of not less  than 20  days;  provided,  further,  that any such
extension  shall be identical in duration among all of the Warrants.  Should the
Company wish to extend the  Expiration  Date of the Warrants,  the Company shall
provide  advance  notice to the  American  Stock  Exchange  as  required  by the
American Stock Exchange.

         3.3      EXERCISE OF WARRANTS.

                  3.3.1    PAYMENT. Subject to the provisions of the Warrant and
this Warrant Agreement,  a Warrant, when countersigned by the Warrant Agent, may
be exercised by the registered  holder thereof by surrendering it, at the office
of the Warrant Agent, or at the office of its successor as Warrant Agent, in the
Borough of Manhattan, City and State of New York, with the subscription form, as
set forth in the Warrant, duly executed,  and by paying in full, in lawful money
of the United States,  in cash,  good certified check or good bank draft payable
to the order of the Company  (or as  otherwise  agreed to by the  Company) or by
cashless  exercise  (as set forth in the  Warrant),  the Warrant  Price for each
whole share of Common Stock as to which the Warrant is exercised and any and all
applicable taxes due in connection with the exercise of the

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Warrant,  the exchange of the Warrant for the Common Stock,  and the issuance of
the Common Stock.

                  3.3.2    ISSUANCE  OF  CERTIFICATES.  As soon  as  practicable
after the  exercise of any Warrant and the  clearance of the funds in payment of
the Warrant Price (if  applicable),  the Company  shall issue to the  registered
holder of such  Warrant a  certificate  or  certificates  for the number of full
shares of Common  Stock to which he, she or it is entitled,  registered  in such
name or names as may be directed by him,  her or it, and if such  Warrant  shall
not have been exercised in full, a new  countersigned  Warrant for the number of
shares as to which such Warrant shall not have been  exercised.  Notwithstanding
the  foregoing,  the Company  shall not be obligated  to deliver any  securities
pursuant to the exercise of a Warrant and shall have no obligation to settle the
Warrant  exercise unless a registration  statement under the Act with respect to
the Common Stock is effective.

                  3.3.3.   LIMITATIONS.   Notwithstanding  the  foregoing,   the
Company shall not be obligated to deliver any Shares pursuant to the exercise of
a Warrant and shall have no obligation to settle the Warrant  exercise  unless a
registration  statement  under  the  Securities  Act of 1933,  as  amended  (the
"SECURITIES  ACT"),  with  respect  to the  Shares  is  effective  and a current
Prospectus  is on file with the  Commission.  In the event  that a  registration
statement with respect to the Shares underlying a Warrant is not effective under
the Securities Act or a current  Prospectus is not on file with the  Commission,
the holder of such Warrant,  including  for the avoidance of doubt,  the Sponsor
Warrants,  shall not be  entitled  to  exercise  such  Warrant.  Notwithstanding
anything to the contrary in this Warrant Agreement,  under no circumstances will
the Company be required to net cash settle the Warrant  exercise.  Warrants  may
not be exercised by, or Shares issued to, any registered  holder in any state in
which such exercise or issuance  would be unlawful.  For the avoidance of doubt,
as a  result  of this  Section  3.3.3,  any or all of the  Warrants  may  expire
unexercised. In no event shall the registered holder of a Warrant be entitled to
receive any monetary  damages if the Common Stock  underlying  the Warrants have
not  been  registered  by the  Company  pursuant  to an  effective  registration
statement or if a current  Prospectus  is available  for delivery by the Warrant
Agent, provided the Company has fulfilled its obligation to use its best efforts
to effect such  registration  and ensure a current  Prospectus  is available for
delivery by the Warrant  Agent.  Warrants may not be exercised by, or securities
issued to, any  registered  holder in any state in which such exercise  would be
unlawful.  The shares of common stock issuable upon exercise of Sponsor Warrants
shall be unregistered shares. In the event that a registration  statement is not
effective for the exercised  Warrants,  the purchaser of a unit  containing such
Warrant,  will have paid the full  purchase  price for the unit  solely  for the
shares included in such unit.

                  3.3.4    VALID  ISSUANCE.  All shares of Common  Stock  issued
upon the proper exercise of a Warrant in conformity with this Agreement shall be
validly issued, fully paid and nonassessable.

                  3.3.5    DATE OF ISSUANCE.  Each person in whose name any such
certificate  for  shares of Common  Stock is issued  shall for all  purposes  be
deemed to have  become the holder of record of such  shares on the date on which
the  Warrant  was  surrendered  and  payment  of the  Warrant  Price  was  made,
irrespective  of the date of delivery of such  certificate,  except that, if the
date of such  surrender and payment is a date when the stock  transfer  books of
the Company are

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closed,  such person shall be deemed to have become the holder of such shares at
the close of business on the next  succeeding  date on which the stock  transfer
books are open.

4.       ADJUSTMENTS.

                  4.1.1    STOCK DIVIDENDS; SPLIT-UPS. If after the date hereof,
and subject to the  provisions of Section 4.6 below,  the number of  outstanding
shares of Common  Stock is increased  by a stock  dividend  payable in shares of
Common  Stock,  or by a split-up  of shares of Common  Stock,  or other  similar
event,  then, on the effective date of such stock dividend,  split-up or similar
event, the number of shares of Common Stock issuable on exercise of each Warrant
shall be increased  in  proportion  to such  increase in  outstanding  shares of
Common Stock.

                  4.1.2    EXTRAORDINARY  DIVIDEND.  If the Company, at any time
during the Exercise Period, shall pay a dividend or make a distribution in cash,
securities  or other  assets to the holders of Common  Stock (or other shares of
the Company's capital stock into which the Warrants are convertible), other than
(w) as described in Sections 4.1.1,  4.2 or 4.4, (x) regular  quarterly or other
periodic dividends,  (y) in connection with the conversion rights of the holders
of Common Stock upon consummation of the Company's initial Business  Combination
(as such term is used in the  Registration  Statement) or (z) in connection with
the Company's liquidation and the distribution of its assets upon its failure to
consummate a Business Combination (any such non-excluded event being referred to
herein  as an  "EXTRAORDINARY  DIVIDEND"),  then  the  Warrant  Price  shall  be
decreased,  effective immediately after the effective date of such Extraordinary
Dividend,  by the amount of cash and/or the fair market value (as  determined by
the  Company's  Board of  Directors,  in good faith) of any  securities or other
assets  paid on each  share of Common  Stock in  respect  of such  Extraordinary
Dividend.

         4.2      AGGREGATION OF SHARES.  If after the date hereof,  and subject
to the  provisions  of Section 4.6, the number of  outstanding  shares of Common
Stock is  decreased  by a  consolidation,  combination,  reverse  stock split or
reclassification  of shares of Common Stock or other similar event, then, on the
effective  date  of  such  consolidation,   combination,  reverse  stock  split,
reclassification or similar event, the number of shares of Common Stock issuable
on exercise of each Warrant shall be decreased in proportion to such decrease in
outstanding shares of Common Stock.

         4.3      ADJUSTMENTS IN WARRANT PRICE. Whenever the number of shares of
Common Stock  purchasable  upon the  exercise of the  Warrants is  adjusted,  as
provided in Section 4.1.1 and 4.2 above, the Warrant Price shall be adjusted (to
the nearest cent) by multiplying  such Warrant Price  immediately  prior to such
adjustment  by a  fraction  (x) the  numerator  of which  shall be the number of
shares of Common Stock purchasable upon the exercise of the Warrants immediately
prior to such  adjustment,  and (y) the denominator of which shall be the number
of shares of Common Stock so purchasable immediately thereafter.

         4.4      REPLACEMENT OF SECURITIES UPON REORGANIZATION, ETC. In case of
any reclassification or reorganization of the outstanding shares of Common Stock
(other  than a change  covered  by Section  4.1.1 or 4.2  hereof or that  solely
affects  the par value of such  shares of Common  Stock),  or in the case of any
merger or consolidation of the Company with or into another  corporation  (other
than  a  consolidation  or  merger  in  which  the  Company  is  the  continuing
corporation and

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that  does  not  result  in  any   reclassification  or  reorganization  of  the
outstanding shares of Common Stock), or in the case of any sale or conveyance to
another  corporation or entity of the assets or other property of the Company as
an entirety or substantially as an entirety in connection with which the Company
is dissolved,  the Warrant  holders shall  thereafter have the right to purchase
and receive,  upon the basis and upon the terms and conditions  specified in the
Warrants  and in lieu of the shares of Common  Stock of the Company  immediately
theretofore   purchasable  and  receivable  upon  the  exercise  of  the  rights
represented  thereby, the kind and amount of shares of stock or other securities
or   property   (including   cash)   receivable   upon  such   reclassification,
reorganization,  merger or  consolidation,  or upon a dissolution  following any
such sale or  transfer,  that the  Warrant  holder  would have  received if such
Warrant  holder had exercised his, her or its  Warrant(s)  immediately  prior to
such event;  and if any  reclassification  also results in a change in shares of
Common Stock covered by Section 4.1 or 4.2, then such  adjustment  shall be made
pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.4. The  provisions of this
Section   4.4   shall   similarly   apply   to   successive   reclassifications,
reorganizations, mergers or consolidations, sales or other transfers.

         4.5      NOTICES OF CHANGES IN WARRANT.  Upon every  adjustment  of the
Warrant Price or the number of shares  issuable upon exercise of a Warrant,  the
Company shall give written  notice  thereof to the Warrant  Agent,  which notice
shall state the Warrant Price resulting from such adjustment and the increase or
decrease,  if any,  in the number of shares  purchasable  at such price upon the
exercise  of a  Warrant,  setting  forth in  reasonable  detail  the  method  of
calculation  and the facts  upon  which  such  calculation  is  based.  Upon the
occurrence of any event  specified in Sections  4.1.1,  4.1.2,  4.2, 4.3 or 4.4,
then, in any such event,  the Company  shall give written  notice to the Warrant
holder,  at the last address set forth for such holder in the warrant  register,
of the record  date or the  effective  date of the  event.  Failure to give such
notice, or any defect therein, shall not affect the legality or validity of such
event.

         4.6      NO FRACTIONAL SHARES.  Notwithstanding any provision contained
in  this  Warrant  Agreement  to the  contrary,  the  Company  shall  not  issue
fractional  shares upon  exercise of Warrants.  If, by reason of any  adjustment
made  pursuant to this  Section 4, the holder of any Warrant  would be entitled,
upon the exercise of such Warrant,  to receive a fractional interest in a share,
the Company  will elect,  upon  exercise,  to either (i) round up to the nearest
whole  number the number of shares of Common Stock to be issued to the holder or
(ii) pay out the fractional interest in cash.

         4.7      FORM OF  WARRANT.  The form of  Warrant  need  not be  changed
because of any adjustment  pursuant to this Section 4, and Warrants issued after
such  adjustment  may state the same Warrant Price and the same number of shares
as is  stated in the  Warrants  initially  issued  pursuant  to this  Agreement.
However,  the Company may at any time in its sole  discretion make any change in
the form of Warrant  that the  Company  may deem  appropriate  and that does not
affect  the   substance   thereof,   and  any  Warrant   thereafter   issued  or
countersigned, whether in exchange or substitution for an outstanding Warrant or
otherwise, may be in the form as so changed.

5.       TRANSFER AND EXCHANGE OF WARRANTS.

         5.1      TRANSFER OF WARRANTS.

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                  5.1.1    TRANSFER OF PUBLIC WARRANTS.  Prior to the Detachment
Date, the Public Warrants may be transferred or exchanged only together with the
Unit in which such  Public  Warrant  is  included,  and only for the  purpose of
effecting,  or in  conjunction  with,  a  transfer  or  exchange  of such  Unit.
Furthermore,  each  transfer of a Unit  issued in the Public  Offering or a Unit
issued to the Partners or in the private  placement on the register  relating to
such Units shall  operate also to transfer  the Warrants  included in such Unit.
From and after the  Detachment  Date this Section 5.1 will have no further force
and effect.

                  5.1.2.   TRANSFER OF SPONSOR WARRANTS. Prior to the completion
of a Business  Combination,  the Sponsor Warrants may not be transferred or sold
by CCP  other  than  to  members  of the  Company's  management  team,  but  the
transferees  receiving  such Sponsor  Warrants must first agree to be subject to
the same transfer and sale restrictions imposed on CCP.

         5.2      REGISTRATION OF TRANSFER. The Warrant Agent shall register the
transfer,  from  time to time,  of any  outstanding  Warrant  upon  the  Warrant
Register,  upon surrender of such Warrant for transfer,  properly  endorsed with
signatures properly  guaranteed and accompanied by appropriate  instructions for
transfer.  Upon any such transfer, a new Warrant representing an equal aggregate
number of Warrants shall be issued and the old Warrant shall be cancelled by the
Warrant Agent. The Warrants so cancelled shall be delivered by the Warrant Agent
to the Company from time to time upon  request.  Upon any such  registration  of
transfer, the Company shall execute, and the Warrant Agent shall countersign and
deliver,  in the name of the designated  transferee a new Warrant Certificate or
Warrant Certificates of any authorized  denomination evidencing in the aggregate
a like number of unexercised Warrants.

         5.2      PROCEDURE   FOR   SURRENDER  OF  WARRANTS.   Warrants  may  be
surrendered to the Warrant Agent,  together with a written  request for exchange
or transfer,  and thereupon  the Warrant Agent shall issue in exchange  therefor
one or more new Warrants as requested by the  registered  holder of the Warrants
so surrendered,  representing an equal aggregate  number of Warrants;  provided,
however,  that in the event  that a Warrant  surrendered  for  transfer  bears a
restrictive  legend,  the Warrant  Agent shall not cancel such Warrant and issue
new  Warrants  in exchange  therefor  until the  Warrant  Agent has  received an
opinion of counsel for the Company  stating  that such  transfer may be made and
indicating whether the new Warrants must also bear a restrictive legend.

         5.3      FRACTIONAL  WARRANTS.  The Warrant Agent shall not be required
to effect any  registration  of transfer  or  exchange  which will result in the
issuance of a warrant certificate for a fraction of a warrant.

         5.4      SERVICE  CHARGES.  No  service  charge  shall  be made for any
exchange or registration of transfer of Warrants.

         5.5      WARRANT EXECUTION AND  COUNTERSIGNATURE.  The Warrant Agent is
hereby authorized to countersign and to deliver, in accordance with the terms of
this Agreement, the Warrants required to be issued pursuant to the provisions of
this Section 5, and the Company,  whenever  required by the Warrant Agent,  will
supply the Warrant  Agent with  Warrants  duly executed on behalf of the Company
for such purpose.

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6.       REDEMPTION.

         6.1      REDEMPTION.  Subject to Sections 6.4 and 6.5 hereof,  not less
than all of the  outstanding  Warrants  may be  redeemed,  at the  option of the
Company,  at  any  time  after  they  become  exercisable  and  prior  to  their
expiration,  at the office of the Warrant Agent,  upon the notice referred to in
Section 6.2., at the price of $.01 per Warrant  ("REDEMPTION  PRICE"),  provided
that the last sales price of the Common Stock has been at least $11.50 per share
(subject to proportionate  adjustment to reflect adjustment to the Warrant Price
as provided in Section  4.3),  for any twenty (20)  trading days within a thirty
(30)  trading day period  ending on the third  business day prior to the date on
which notice of redemption is given.

         6.2      DATE FIXED FOR,  AND NOTICE OF,  REDEMPTION.  In the event the
Company shall elect to redeem all of the Warrants,  the Company shall fix a date
for the redemption,  which date shall be prior to the expiration of the Warrants
(the  "REDEMPTION  DATE").  Notice of redemption  shall be mailed by first class
mail,  postage  prepaid,  by the Company not less than 30 days prior to the date
fixed for redemption to the registered holders of the Warrants to be redeemed at
their last  addresses as they shall appear on the Warrant  Register.  Any notice
mailed in the manner herein provided shall be conclusively presumed to have been
duly given whether or not the registered holder received such notice.

         6.3      EXERCISE  AFTER  NOTICE OF  REDEMPTION.  The  Warrants  may be
exercised  in  accordance  with  Section 3 of this  Agreement  at any time after
notice of  redemption  shall have been given by the Company  pursuant to Section
6.2 hereof and prior to the time and date fixed for redemption. On and after the
Redemption  Date, the record holder of the Warrants shall have no further rights
except to receive, upon surrender of the Warrants, the Redemption Price.

         6.4      OUTSTANDING  WARRANTS ONLY. The Company  understands  that the
redemption  rights  provided  for by this  Section 6 apply  only to  outstanding
Warrants.  To the  extent a person  holds  rights  to  purchase  Warrants,  such
purchase  rights shall not be  extinguished  by redemption.  However,  once such
purchase  rights are exercised,  the Company may redeem the Warrants issued upon
such exercise provided that the criteria for redemption are met.

         6.5      EXCLUSION OF SPONSOR WARRANTS.  The Sponsor Warrants shall not
be subject to redemption.

7.       OTHER PROVISIONS RELATING TO RIGHTS OF HOLDERS OF WARRANTS.

         7.1      NO  RIGHTS AS  STOCKHOLDER.  A Warrant  does not  entitle  the
registered  holder thereof to any of the rights of a stockholder of the Company,
including,  without  limitation,  the  right  to  receive  dividends,  or  other
distributions,  exercise  any  preemptive  rights  to vote or to  consent  or to
receive notice as stockholders in respect of the meetings of stockholders or the
election of directors of the Company or any other matter.

         7.2      LOST, STOLEN, MUTILATED, OR DESTROYED WARRANTS. If any Warrant
is lost, stolen,  mutilated, or destroyed, the Company and the Warrant Agent may
on such  terms as to  indemnity  or  otherwise  as they may in their  discretion
impose (which shall, in the case of a mutilated  Warrant,  include the surrender
thereof),  issue a new  Warrant  of like  denomination,  tenor,  and date as the
Warrant so lost,  stolen,  mutilated,  or destroyed.  Any such new Warrant shall

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constitute a substitute  contractual  obligation of the Company,  whether or not
the allegedly lost, stolen, mutilated, or destroyed Warrant shall be at any time
enforceable by anyone.

         7.3      RESERVATION  OF COMMON  STOCK.  The Company shall at all times
reserve and keep  available a number of its  authorized  but unissued  shares of
Common  Stock  that will be  sufficient  to permit the  exercise  in full of all
outstanding Warrants issued pursuant to this Agreement.

         7.4      REGISTRATION OF COMMON STOCK. The Company agrees that prior to
the  commencement  of the  Exercise  Period,  it shall use its best  efforts  to
prepare and file with the Securities and Exchange  Commission (the "COMMISSION")
a post-effective  amendment to the Registration Statement, or a new registration
statement,  for the  registration  under  the Act of,  and it shall use its best
efforts to take such action as is necessary to qualify for sale, in those states
in which the Warrants were  initially  offered by the Company,  the Common Stock
issuable upon exercise of the Warrants. In either case, the Company will use its
best  efforts  to  cause  the  same  to  become  effective  on or  prior  to the
commencement  of the Exercise  Period and shall use its best efforts to maintain
the  effectiveness  of such  registration  statement  and insure  that a current
Prospectus is on file with the  Commission  until the expiration of the Warrants
in accordance with the provisions of this Agreement provided,  however, that the
Company  shall not be  obligated  to deliver  Common  Stock,  and shall not have
penalties  nor be liable to the  Warrant  holder for  failure to deliver  Common
Stock pursuant to Section 3, if a  registration  statement is not effective or a
current Prospectus is not on file with the Commission at the time of exercise of
the Warrant by the holder.

         7.5      DELIVERY OF  PROSPECTUS  OR NOTICE.  Upon the  exercise of any
Warrant, if the Company requests,  the Warrant Agent shall deliver to the holder
of such Warrant,  prior to or concurrently with the delivery of the Common Stock
issued upon such exercise, in accordance with the Company's request,  either (i)
a prospectus  relating to the Shares  deliverable  upon exercise of Warrants and
complying in all material respects with the Securities Act (the "PROSPECTUS") or
(ii) the notice referred to in Rule 173 under the Act.

8.       CONCERNING THE WARRANT AGENT AND OTHER MATTERS.

         8.1      PAYMENT OF TAXES.  The Company will from time to time promptly
pay all taxes and  charges  that may be imposed  upon the Company or the Warrant
Agent in respect of the  issuance or delivery of shares of Common Stock upon the
exercise of Warrants, but the Company shall not be obligated to pay any transfer
taxes in respect of the Warrants or such shares.

         8.2      RESIGNATION, CONSOLIDATION, OR MERGER OF WARRANT AGENT.

                  8.2.1    APPOINTMENT OF SUCCESSOR  WARRANT AGENT.  The Warrant
Agent, or any successor to it hereafter appointed,  may resign its duties and be
discharged from all further duties and liabilities  hereunder after giving sixty
(60) days' notice in writing to the Company.  If the office of the Warrant Agent
becomes  vacant by  resignation  or incapacity to act or otherwise,  the Company
shall  appoint  in writing a  successor  warrant  agent in place of the  Warrant
Agent. If the Company shall fail to make such appointment  within a period of 30
days after it has been notified in writing of such  resignation or incapacity by
the Warrant Agent or by the holder of the

                                       9
<PAGE>

Warrant (who shall,  with such notice,  submit his Warrant for inspection by the
Company),  then the holder of any Warrant may apply to the Supreme  Court of the
State of New York for the County of New York for the  appointment of a successor
warrant  agent at the  Company's  cost.  Any successor  warrant  agent,  whether
appointed by the Company or by such court, shall be a corporation  organized and
existing  under the laws of the State of New York,  in good  standing and having
its principal  office in the Borough of  Manhattan,  City and State of New York,
and authorized under such laws to exercise corporate trust powers and subject to
supervision or examination by federal or state authority. After appointment, any
successor warrant agent shall be vested with all the authority,  powers, rights,
immunities,  duties, and obligations of its predecessor  warrant agent with like
effect as if originally  named as Warrant Agent  hereunder,  without any further
act or deed;  but if for any reason it becomes  necessary  or  appropriate,  the
predecessor  warrant  agent  shall  execute and  deliver,  at the expense of the
Company,  an instrument  transferring  to such  successor  warrant agent all the
authority,  powers, and rights of such predecessor warrant agent hereunder;  and
upon request of any successor  warrant  agent the Company  shall make,  execute,
acknowledge,  and deliver any and all  instruments in writing for more fully and
effectually  vesting in and confirming to such successor  warrant agent all such
authority, powers, rights, immunities, duties, and obligations.

                  8.2.2    NOTICE OF  SUCCESSOR  WARRANT  AGENT.  In the event a
successor  warrant  agent  shall be  appointed,  the  Company  shall give notice
thereof to the  predecessor  warrant agent and the transfer agent for the Common
Stock not later than the effective date of any such appointment.

                  8.2.3    MERGER  OF   CONSOLIDATION   OF  WARRANT  AGENT.  Any
corporation  into which the Warrant  Agent may be merged or with which it may be
consolidated or any corporation  resulting from any merger or  consolidation  to
which the Warrant  Agent shall be a party shall be the  successor  warrant agent
under this Agreement without any further act.

         8.3      FEES AND EXPENSES OF WARRANT AGENT.

                  8.3.1    REMUNERATION.  The Company  agrees to pay the Warrant
Agent  reasonable  remuneration  for its services as Warrant Agent hereunder and
will  reimburse  the  Warrant  Agent upon demand for all  expenditures  that the
Warrant Agent may reasonably incur in the execution of its duties hereunder.

                  8.3.2    FURTHER  ASSURANCES.  The Company  agrees to perform,
execute,   acknowledge,  and  deliver  or  cause  to  be  performed,   executed,
acknowledged,  and delivered all such further acts, instruments,  and assurances
as may  reasonably  be  required by the Warrant  Agent for the  carrying  out or
performing of the provisions of this Agreement.

         8.4      LIABILITY OF WARRANT AGENT.

                  8.4.1    RELIANCE  ON  COMPANY  STATEMENT.   Whenever  in  the
performance of its duties under this Warrant Agreement,  the Warrant Agent shall
deem it necessary or desirable  that any fact or matter be proved or established
by the Company prior to taking or suffering any action  hereunder,  such fact or
matter  (unless  other  evidence  in  respect  thereof  be  herein  specifically
prescribed)  may be  deemed  to be  conclusively  proved  and  established  by a
statement  signed by the  President  or Chairman of the Board of the Company and
delivered to the Warrant

                                       10
<PAGE>

Agent.  The Warrant  Agent may rely upon such  statement for any action taken or
suffered in good faith by it pursuant to the provisions of this Agreement.

                  8.4.2    INDEMNITY.   The   Warrant   Agent  shall  be  liable
hereunder  only for its own  negligence,  willful  misconduct or bad faith.  The
Company  agrees to indemnify the Warrant Agent and save it harmless  against any
and all liabilities, including judgments, costs and reasonable counsel fees, for
anything done or omitted by the Warrant Agent in the execution of this Agreement
except as a result of the Warrant Agent's negligence, willful misconduct, or bad
faith.

                  8.4.3    EXCLUSIONS.   The   Warrant   Agent   shall  have  no
responsibility with respect to the validity of this Agreement or with respect to
the validity or execution of any Warrant (except its countersignature  thereof);
nor shall it be  responsible  for any breach by the  Company of any  covenant or
condition  contained  in this  Agreement  or in any  Warrant;  nor  shall  it be
responsible to make any  adjustments  required under the provisions of Section 4
hereof or responsible for the manner,  method,  or amount of any such adjustment
or the  ascertaining  of the  existence  of facts  that would  require  any such
adjustment;   nor  shall  it  by  any  act  hereunder  be  deemed  to  make  any
representation  or warranty as to the authorization or reservation of any shares
of Common Stock to be issued  pursuant to this Agreement or any Warrant or as to
whether any shares of Common  Stock will when issued be valid and fully paid and
nonassessable.

         8.5      ACCEPTANCE  OF AGENCY.  The Warrant  Agent hereby  accepts the
agency  established  by this  Agreement  and agrees to perform the same upon the
terms and  conditions  herein set forth and among other  things,  shall  account
promptly to the Company  with  respect to Warrants  exercised  and  concurrently
account for, and pay to the Company,  all moneys  received by the Warrant  Agent
for the purchase of shares of the Company's Common Stock through the exercise of
Warrants.

         8.6      WAIVER.  The Warrant  Agent  hereby  waives any and all right,
title,  interest or claim of any kind ("CLAIM") in or to any distribution of the
Trust Account (as defined in that certain Investment Management Trust Agreement,
dated as of the date hereof, by and between the Company and JPMorgan Chase Bank,
NA  as  trustee   thereunder),   and  hereby   agrees  not  to  seek   recourse,
reimbursement,  payment or satisfaction  for any Claim against the Trust Account
for any reason whatsoever.

9.       MISCELLANEOUS PROVISIONS.

         9.1      SUCCESSORS. All the covenants and provisions of this Agreement
by or for the benefit of the  Company or the Warrant  Agent shall bind and inure
to the benefit of their respective successors and assigns.

         9.2      NOTICES.  Any notice,  statement or demand  authorized by this
Warrant  Agreement to be given or made by the Warrant  Agent or by the holder of
any Warrant to or on the Company shall be  sufficiently  given when so delivered
if by hand or overnight delivery or if sent by certified mail or private courier
service  within  five  days  after  deposit  of such  notice,  postage  prepaid,
addressed  (until  another  address is filed in writing by the Company  with the
Warrant Agent), as follows:

                                       11
<PAGE>

           Churchill Ventures Ltd.
           50 Revolutionary Road
           Scarborough, New York 10510
           Attn: Chairman

Any notice, statement or demand authorized by this Agreement to be given or made
by the holder of any Warrant or by the Company to or on the Warrant  Agent shall
be sufficiently  given when so delivered if by hand or overnight  delivery or if
sent by certified mail or private courier service within five days after deposit
of such notice,  postage  prepaid,  addressed (until another address is filed in
writing by the Warrant Agent with the Company), as follows:

           Continental Stock Transfer & Trust
           Company
           17 Battery Place
           New York, New York 10004
           Attn: Compliance Department

           with a copy in each case to:


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

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

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


           and

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

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

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

         9.3      APPLICABLE LAW. The validity,  interpretation, and performance
of this  Agreement and of the Warrants  shall be governed in all respects by the
laws of the State of New York  applicable  to contracts  formed and to be formed
entirely within the State of New York,  without giving effect to conflict of law
provisions  thereof to the extent  such  principles  or rules  would  require or
permit the application of the laws of another  jurisdiction.  The Company hereby
agrees  that any  action,  proceeding  or claim  against  it  arising  out of or
relating  in any way to this  Agreement  shall be brought  and  enforced  in the
courts  of the State of New York or the  United  States  District  Court for the
Southern  District of New York, and  irrevocably  submits to such  jurisdiction,
which jurisdiction  shall be exclusive.  The Company hereby waives any objection
to such exclusive  jurisdiction  and that such courts represent an inconvenience
forum.  Any such  process or summons to be served upon the Company may be served
by transmitting a copy thereof by registered or certified  mail,  return receipt
requested,  postage prepaid, addressed to it at the address set forth in Section
9.2 hereof. Such mailing shall be deemed personal service and shall be legal and
binding upon the Company in any action, proceeding or claim.

         9.4      PERSONS  HAVING RIGHTS UNDER THIS  AGREEMENT.  Nothing in this
Agreement  expressed and nothing that may be implied from any of the  provisions
hereof is intended, or shall

                                       12
<PAGE>

be construed,  to confer upon, or give to, any person or corporation  other than
the  parties  hereto  and the  registered  holders of the  Warrants,  any right,
remedy,  or  claim  under  or by  reason  of this  Warrant  Agreement  or of any
covenant, condition,  stipulation,  promise, or agreement hereof. All covenants,
conditions,  stipulations,  promises,  and agreements  contained in this Warrant
Agreement shall be for the sole and exclusive  benefit of the parties hereto and
their successors and assigns and of the registered holders of the Warrants.

         9.5      EXAMINATION OF THE WARRANT AGREEMENT. A copy of this Agreement
shall be available at all reasonable times at the office of the Warrant Agent in
the Borough of  Manhattan,  City and State of New York,  for  inspection  by the
registered holder of any Warrant.  The Warrant Agent may require any such holder
to submit his Warrant for inspection by it.

         9.6      COUNTERPARTS.  This Agreement may be executed in any number of
counterparts and each of such  counterparts  shall for all purposes be deemed to
be an original,  and all such counterparts shall together constitute but one and
the same instrument.

         9.7      EFFECT  OF  HEADINGS.  The  Section  headings  herein  are for
convenience only and are not part of this Warrant Agreement and shall not affect
the interpretation thereof.

         9.8      AMENDMENTS.  This Agreement and the warrant certificate issued
hereunder  may be amended  by the  parties  hereto  without  the  consent of any
registered  holder  for the  purpose  of curing  any  ambiguity,  or of  curing,
correcting or supplementing any defective  provision  contained herein or adding
or changing any other  provisions  with respect to matters or questions  arising
under this Agreement as the parties may deem necessary or desirable and that the
parties deem shall not adversely affect the interest of the registered  holders.
All other  modifications or amendments,  including any amendment to increase the
Warrant Price or shorten the Exercise Period,  shall require the written consent
of the registered holders of a majority of the then outstanding  Warrants and no
modification  or  amendment  shall  affect the Sponsor  Warrants  and the Public
Warrants  differently  from one  another.  Notwithstanding  the  foregoing,  the
Company  may lower the  Warrant  Price or extend the  duration  of the  Exercise
Period in  accordance  with  Sections  3.1 and 3.2,  respectively,  without such
consent.

                                    *  *  *


                                       13
<PAGE>

      IN WITNESS  WHEREOF,  this Agreement has been duly executed by the parties
hereto as of the day and year first above written.


Attest:                           CHURCHILL VENTURES LTD.


                                  By:    /s/ CHRISTOPHER BOGART
------------------------             ---------------------------------------
                                         Name:   Christopher Bogart
                                         Title:  Chief Executive Officer


Attest:                           CONTINENTAL STOCK TRANSFER & TRUST
                                  COMPANY

                                  By:    /s/ STEVEN NELSON
------------------------             ---------------------------------------
                                         Name:   Steven Nelson
                                         Title:  Chairman