[Form of Face of Warrant Certificate]


No. W                          Redeemable Warrants


                            VOID AFTER _____________


         STOCK PURCHASE WARRANT CERTIFICATE FOR PURCHASE OF COMMON STOCK

                             ENABLE TECHNOLOGY, INC.


                     THIS CERTIFIES THAT FOR VALUE RECEIVED


or registered assigns (the "Registered Holder") is the owner of the number of
Redeemable Common Stock Purchase Warrants ("Warrants") specified above. Each
Warrant initially entitles the Registered Holder to purchase, subject to the
terms and conditions set forth in this Certificate and the Warrant Agreement (as
hereinafter defined), one fully paid and nonassessable share of Common Stock,
$.0001 par value ("Common Stock"), of ENABLEWARE TECHNLOGY, INC., a Delaware
corporation (the "Company"), at any time between the Separation Date (as herein
defined) and the Expiration Date (as hereinafter defined), upon the presentation
and surrender of this Warrant Certificate with the Subscription Form on the
reverse hereof duly executed, at the corporate office of ____________________ as
Warrant Agent, or its successor (the "Warrant Agent"), accompanied by payment of
$7.00 "Purchase Price") in lawful money of the United States of America in cash
or by official bank or certified check made payable to Enableware Technology,
Inc.

         This Warrant Certificate and each Warrant represented hereby are issued
pursuant to and are subject in all respects to the terms and conditions set
forth in the Warrant Agreement (the "Warrant Agreement") dated
__________________, _______________, by and between the Company and the Warrant
Agent.

         In the event of certain contingencies provided for in the Warrant
Agreement, the Purchase Price or the number of shares of Common Stock subject to
purchase upon the exercise of each Warrant represented hereby are subject to
modifications or adjustment.

         Each Warrant represented hereby is exercisable at the option of the
Registered Holder, but no fractional shares of Common Stock will be issued. In
the case of the exercise of less than all the Warrants represented hereby, the
Company shall cancel this Warrant Certificate upon the surrender hereof and
shall execute and deliver a new Warrant Certificate or Warrant Certificates of
like tenor, which the Warrant Agent shall countersign, for the balance of such
Warrants.

         The term "Separation Date" shall mean _______________________________.

         The term "Expiration Date" shall mean 5:00 p.m. (New York time on , or
such earlier date as the Warrants shall be redeemed. If such date shall in the
State of New York be a holiday or a day on which the banks are authorized to
close, then the Expiration Date shall mean 5:00 p.m. (New York time) the next
following day which in the State of New York is not a holiday or a day on which
banks are authorized to close.

         The Company shall not be obligated to deliver any securities pursuant
to the exercise of this Warrant unless a registration statement under the
Securities Act of 1933, as amended, with respect to such securities is
effective. The Company has covenanted and agreed that it will file a
registration statement and will use its best efforts to cause the same to become
effective and to keep such registration statement current while any of the
Warrants are outstanding. This Warrant shall not be exercisable by a Registered
Holder in any state where such exercise would be unlawful.

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<PAGE>

         This Warrant Certificate is exchangeable, upon the surrender hereof by
the Registered Holder at the corporate office of the Warrant Agent, for a new
Warrant Certificate or Warrant Certificates of like tenor representing an equal
aggregate number of Warrants, each of such new Warrant Certificates to represent
such number of Warrants as shall be designated by such Registered Holder at the
time of such surrender. Upon due presentment with any transfer fee in addition
to any tax or other governmental charge imposed in connection therewith, for
registration of transfer of this Warrant Certificate at such office, a new
Warrant Certificate or Warrant Certificates representing an equal aggregate
number of Warrants will be issued to the transferee in exchange therefor,
subject to the limitations provided in the Warrant Agreement.

         Prior to the exercise of any Warrant represented hereby, the Registered
Holder shall not be entitled to any rights of a stockholder of the Company,
including, without limitation, the right to vote or to receive dividends or
other distributions, and shall not be entitled to receive any notice of any
proceedings of the Company, except as provided in the Warrant Agreement.

         This Warrant may be redeemed at the option of the Company, at a
redemption price of $.05 per Warrant at any time, provided the Market Price (as
defined in the Warrant Agreement) for the securities issuable upon exercise of
such Warrant shall exceed $8.40 per share. Notice of redemption shall be given
not later than the thirtieth day before the date fixed for redemption, all as
provided in the Warrant Agreement. On and after the date fixed for redemption,
the Registered Holder shall have no rights with respect to this Warrant except
to receive the $.05 per Warrant upon surrender of this Certificate.

         Prior to due presentment for registration of transfer hereof, the
Company and the Warrant Agent may deem and treat the Registered Holder as the
absolute owner hereof and of each Warrant represented hereby (notwithstanding
any notations of ownership or writing hereon made by anyone other than a duly
authorized officer of the Company or the Warrant Agent) for all purposes and
shall not be affected by any notice to the contrary.

         This Warrant Certificate shall be governed by and construed in
accordance with the laws of the State of New York.

         This Warrant Certificate is not valid unless countersigned by the
Warrant Agent.

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<PAGE>

         IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to
be duly executed, manually or in facsimile by two of its officers thereunto duly
authorized and a facsimile of its corporate seal to be imprinted hereon.


                         ENABLEWARE TECHNOLOGY, INC.


                         By:
                             ---------------------------------------------
                             Its



Date:  ______________________





                                     [Seal]




COUNTERSIGNED:

__________________ TRANSFER AND TRUST CO.
as Warrant Agent

By: ------------------------------
    Its
    Authorized Officer

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<PAGE>

                    [Form of Reverse of Warrant Certificate]

                                SUBSCRIPTION FORM

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

         THE UNDERSIGNED REGISTERED HOLDER hereby irrevocably elects to exercise
_____ Warrants represented by this Warrant Certificate, and to purchase the
securities issuable upon the exercise of such Warrants, and requests that
certificates for such securities shall be issued in the name of


           -----------------------------------------------------------
           (please insert social security or other identifying number)

and be delivered to

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

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

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

           -----------------------------------------------------------
                     (please print or type name and address)


and if such number of Warrants shall not be all the Warrants evidenced by this
Warrant Certificate, that a new Warrant Certificate for the balance of such
Warrants be registered in the name of, and delivered to, the Registered Holder
at the address stated below:

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

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

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

                        ---------------------------------
                                     (Date)

                        ---------------------------------
                        (Taxpayer Identification Number)

Soliciting Broker:
                   --------------------------------

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<PAGE>

                              SIGNATURE GUARANTEED

                                   ASSIGNMENT

       To Be Executed by the Registered Holder in Order to Assign Warrants

         FOR VALUE RECEIVED, hereby sells, assigns, and transfers unto


            ----------------------------------------------------------
           (please insert social security or other identifying number)



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

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

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

                  --------------------------------------------
                     (please print or type name and address)



of the Warrants represented by this Warrant Certificate, and hereby irrevocably
constitutes and appoints _________________________________ Attorney to transfer
this Warrant Certificate on the books of the Company, with full power of
substitution in the premises.


                        ---------------------------------
                                     (Date)


                              SIGNATURE GUARANTEED


THE SIGNATURE TO THE ASSIGNMENT OR THE SUBSCRIPTION FORM MUST CORRESPOND TO THE
NAME AS WRITTEN UPON THE FACE OF THIS WARRANT CERTIFICATE IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BE
GUARANTEED BY AN ELIGIBLE INSTITUTION (AS DEFINED IN RULE 17Ad-15 UNDER THE
SECURITIES AND EXCHANGE ACT OF 1934) WHICH MAY INCLUDE A COMMERCIAL BANK OR
TRUST COMPANY, SAVINGS ASSOCIATION, CREDIT UNION OR A MEMBER FIRM OF THE
AMERICAN STOCK EXCHANGE, NEW YORK STOCK EXCHANGE, PACIFIC STOCK EXCHANGE OR
MIDWEST STOCK EXCHANGE.

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