FORM OF COMMON STOCK PURCHASE AGREEMENT

This Common Stock Purchase Agreement ("Agreement") by and between
3Si Holdings, Inc., a Wyoming Delaware corporation ("Company"), and
_____________________________, a ____________________ corporation
("Purchaser"), is dated as of _____________________.

                               Recitals

A.  Purchaser desires to purchase, and the Company desires to
sell, shares of the Company's common stock, on the terms and
conditions as are set forth below; and

B.  The parties intend that the issuance of the shares as
anticipated by this Agreement shall be accomplished by registration
under the Securities Act of 1933, as amended (the "Securities
Act"), and by registration or qualification under the securities
laws, if any, of the local jurisdiction.

THEREFORE, in consideration of the mutual promises and covenants
set forth below and for other good and valuable consideration, the
receipt and sufficiency of which the parties acknowledge by their
signatures below, the parties agree as follows (capitalized terms
shall have the meanings ascribed to such terms in Exhibit A hereto,
unless otherwise indicated):

1.  Purchase of Common Stock.

1.1  Shares.  Subject to the terms and conditions of this
Agreement, the Company agrees to issue and sell to Purchaser, and
Purchaser agrees to acquire from the Company, at each Closing, a
number of shares of Common Stock determined in accordance with the
following formula (the "Shares"):

Put Amount: Eighty percent (80%) of the Lowest Market Price on the
Five (5) Business Days immediately following the Put Notice Date.

In connection therewith, for each Share purchased by Purchase, the
Company agrees to issue one warrant ("Warrant") to purchase one
share of Common Stock of the Company at eighty percent (80%) of the
closing bid price of the Common Stock on the Effective Date, as
reported by Bloomberg, LP, and as reflected in the Form of Warrant
attached as Exhibit B hereto to be issued by the Company.

1.2  Closings.  Each Closing shall take place at 2:00 p.m. on
the fifth (5th) Business Day after the issuance of a Put Notice as
defined below, at such place, time or date as the parties may
mutually agree to in writing.  At each Closing, Purchaser shall
deliver funds in U.S. dollars by wire transfer of immediately
available funds to an account designated by the Company.

2.  Closings and Escrow.

2.1  Closing. Each closing shall occur on the Share Payment Date
at such place, time or date as the parties may mutually agree to in
writing.  At the Initial Closing,

(a)  the Company shall deliver to Purchaser (i) a certificate or
certificates evidencing the Initial Shares, and (ii) the Initial
Warrant, duly executed on behalf of the Company; and

(b)  Purchaser shall deliver to the Company (i) the Initial
Purchase Price times the number of Initial Shares, in U.S. dollars
by wire transfer of immediately available funds to an account
designated by the Company.

2.2  Purchases.

(a)  The Purchaser hereby unconditionally and irrevocably agrees to
purchase from the Company up to 25,000,000 shares of  common stock
("Common Stock") in one or more Tranches on and subject to the
terms and conditions provided this Section 2.2.

(b)  ommencing on or before the Effective Date, the Company may
give a notice (a "Put Notice") to the Purchaser.  The date the Put
Notice is given to the Purchaser is referred to as the "Put Notice
Date"  The Put Notice shall specify  the dollar amount (the "Put
Amount") of the Common Stock to be purchased by the Purchaser
(which amount shall be not be less than ten thousand dollars
($10,000) and not more than one million dollars ($1,000,000) in any
given Put Notice).

(c)  Except as specifically provided in this Section 2.3, the
purchase and sale of Additional Common Stock effected on each
Additional Closing Date shall be conducted as if it were the
transactions referred to in the Transaction Agreements (other than
this Section 2.3).  By way of illustration, and not in limitation,
of the foregoing, each of the Company and the Purchaser shall be
deemed to have made all of the representation, warranties and
covenants set forth in the Transaction Agreements as of the
Additional Common Stock and the related Warrants.

(d)  It shall be a condition to the Company's right to issue a Put
Notice that, as of the Put Notice Date and the relevant Additional
Closing Date, the representations and warranties of the Company
contained in Article 4 hereof shall be true and correct in all
material respects (and the Company's issuance of the Additional
Common Stock shall constitute the Company's making each such
representation and warranty as of such date) and there shall have
been no material adverse changes (financial or otherwise) in the
business or conditions of the Company from the Initial Closing Date
through and including the Additional Closing Date (and the
Company's issuance of the Additional Common Stock shall constitute
the Company's making such representation and warranty as of such
date).

(f)  Except to the extent specifically contemplated by the
provisions of this Section, the closing of each Additional Tranche
shall be conducted upon the same terms and conditions as those
applicable to the closing held on the Initial Closing Date.

(g)  The Purchaser's obligations under this Section 2.2 shall
terminate  eighteen (18) months after the Initial Closing Date.

2.5  Share Issuance.

(a)  Not later than two (2) business days after the Share Valuation
Date, the Company shall deliver a letter [in the form annexed
hereto as Exhibit 2.5], to the  Share Escrow Agent, advising the
Share Escrow Agent of the maximum number of shares that may be sold
by the Purchaser free of restrictive legend pursuant to a Put
Notice.  Purchaser shall make payment of the Put Notice Amount
(less any applicable legal or other fees) within three (3) business
days after delivery of such share letter to the Escrow Agent
("Share Payment Date").

(b)  In the event the Company does not deliver the requisite
instructions under Section 2.5(a)  to the Escrow Agent within two
(2) business days after the Share Valuation Date, the Purchaser may
at its option, elect to treat the Put Notice as null and void.

(c)  If the effectiveness of the Registration Statement shall be
suspended for any reason, Purchaser shall be under no obligation to
accept or honor any Put Notice for a minimum period of fifteen (15)
days after the lifting of such terms or suspension of such
Registration Statement.

3.  Representations and Warranties of Purchaser.  To induce the
Company's acceptance of this Agreement, Purchaser hereby certifies,
represents and warrants to the Company and its agents and attorneys
as follows, which representations and warranties are solely for the
benefit of the Company and may be waived in whole or in part at any
time prior to Closing by the Company:

3.1  Intent.  Purchaser will be acquiring the Securities for its
own account, and Purchaser has no present arrangement (whether or
not legally binding) to sell any of the Securities to or through
any Person; provided, however, that by making the representations
herein, Purchaser does not agree to hold any of the Securities for
any minimum or other specific term and reserves the right to
dispose of the Securities at any time in accordance with U.S.
federal and state securities laws applicable to such disposition
and any restrictions imposed on such transfer by this Agreement or
the instruments and documents executed in connection with this
Agreement.  Purchaser understands that the Securities must be held
indefinitely unless the Securities are subsequently registered
under the Securities Act or an exemption from registration is
available.  Purchaser has been advised or is aware of the
provisions of Rule 144 promulgated under the Securities Act.

3.2  Sophisticated Investor.  Purchaser is a "sophisticated
investor" in that it has such knowledge and experience in business
and financial matters that it is capable of evaluating the merits
and risks of an investment in the Company's securities.

3.3  Ability of Purchaser to Bear Risk of Investment.  Purchaser
acknowledges that the Securities are speculative investments and
involve a high degree of risk and Purchaser is able to bear the
economic risk of an investment in the Securities, and, at the
present time, is able to afford a complete loss of such investment.

3.4  Authority.  This Agreement has been duly authorized and
validly executed and delivered by Purchaser and (assuming due
authorization and valid execution by the Company) is a legal, valid
and binding agreement of Purchaser enforceable against Purchaser in
accordance with its terms, subject to general principles of equity
and to bankruptcy, insolvency or similar laws relating to, or
affecting generally the enforcement of creditors' rights and
remedies or by other equitable principles of general application.
The person or persons executing this Agreement and all exhibits to
this Agreement and documents or instruments executed in connection
with this Agreement on behalf of Purchaser have all requisite
authority to do so on behalf of Purchaser.

3.5  Brokers, Finders.  Purchaser has taken no action which would
give rise to any claim by any Person for brokerage commission,
finder's fees or similar payments by the Company relating to this
Agreement or the transactions contemplated hereby.  The Company
shall have no obligation with respect to such fees or with respect
to any claims made by or on behalf of other Persons for fees of a
type contemplated in this Section 3.5 that may be due in connection
with the transactions contemplated hereby, except as expressly
provided in Section 4.14.

3.6  Organization; Authority.  Purchaser is an entity
organized, validly existing and in good standing under the laws of
the jurisdiction of its organization with the requisite power and
authority to enter into and to consummate the transactions
contemplated by this Agreement and to carry out its obligations
thereunder.  The acquisition of the Securities and the payment of
the purchase price therefor by Purchaser have been duly authorized
by all necessary action on the part of Purchaser.

3.7  Absence of Conflicts.  The execution and delivery of this
Agreement and any other document or instrument executed in
connection herewith (collectively with this Agreement, the
"Transaction Documents"), and the consummation of the transactions
contemplated by the Transaction Documents, and compliance with the
requirements thereof, will not violate any law, rule, regulation,
order, writ, judgment, injunction, decree or award binding on
Purchaser, or the provision of any indenture, instrument or
agreement to which Purchaser is a party or is subject, or by which
Purchaser or any of its assets is bound, or conflict with or
constitute a material default thereunder, or require the approval
of any third-party pursuant to any material contract, agreement,
instrument, relationship or legal obligation to which Purchaser is
subject or to which any of its assets, operations or management may
be subject.

3.8  Disclosure; Access to Information.  Purchaser  has received
copies of or has had access to all documents, records, books and
other information pertaining to Purchaser's investment in the
Company and the Securities that have been requested by Purchaser.
Purchaser has been afforded the opportunity to ask questions of
and receive answers from the Company and its management concerning
all aspects of the Company and of this transaction.  Purchaser
further acknowledges that it understands that the Company is
subject to the periodic reporting requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and
Purchaser has reviewed or received copies of any such reports that
have been requested by it.  Purchaser further acknowledges that it
has been provided with copies of the Company's certificate of
incorporation, as amended (the "Certificate"), and the Company's
by-laws (the "By-Laws").

3.9  Manner of Sale.  At no time was Purchaser presented with or
solicited by or through any leaflet, public promotional meeting,
television advertisement or any other form of general solicitation
or advertising with respect to the Securities.

3.10  Accuracy of Other Materials.  To the extent Purchaser has
received from the Company documents or other materials which
constitute summaries, projections, forecasts or estimates,
Purchaser acknowledges the following with respect to such documents
or other materials: Such documents or other materials are intended
to illustrate projected financial and other results based upon a
set of assumptions (in some cases based on information obtained by
the Company from outside sources) the Company views as reasonable
and obtainable; all such summaries, projections, forecasts or
estimates pertaining to revenue growth, profitability and other
similar financial or market data are forward-looking statements;
such statements are subject to certain risks and uncertainties that
could cause actual results to differ materially from those
projected; and no representations or warranties of future
performance by or market trends for the Company are intended, and
such are expressly disclaimed.

3.11  Accuracy of Representations and Information.  All
representations made by Purchaser in this Agreement and all
documents and instruments related to this Agreement, and all
information provided by Purchaser to the Company concerning
Purchaser are correct and complete in all material respects as of
the date hereof.

4.  Representations and Warranties of the Company. Except as
otherwise set forth in the schedules hereto, the Company hereby
represents and warrants to Purchaser as follows, which
representations and warranties are solely for the benefit of
Purchaser and may be waived in whole or in part by Purchaser at any
time prior to Closing:

4.1  Company Status.  The Company has registered the Common Stock
pursuant to Section 12(g) of the Exchange Act, is in full
compliance with all reporting requirements of the Exchange Act, and
the Company has maintained all requirements for the continued
listing of the Common Stock, and such Common Stock is currently
listed on the Over the Counter Bulletin Board.

4.2  Current Public Information.  The Company has furnished or made
available to Purchaser true and correct copies of all registration
statements, reports and documents, including proxy statements
(other than preliminary proxy statements), filed with SEC by or
with respect to the Company since August 31, 1998 and prior to the
date of this Agreement, pursuant to the Securities Act or the
Exchange Act (collectively, the "SEC Documents").  The SEC
Documents are the only filings made by or with respect to the
Company since December 31, 1998 pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act or pursuant to the Securities Act.
The Company has filed all reports, schedules, forms, statements
and other documents  required to be filed under Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act since August 31, 1998 and
prior to the date of this Agreement.

4.3  Valid Issuance of Common Stock.  The Company has an
authorized capitalization consisting of one hundred fifty million
(150,000,000) shares of Common Stock, and no shares of preferred
stock.  As of December 1, 2000, the Company has issued and
outstanding forty-one million five hundred forty-one thousand four
hundred sixty-seven (41,541,467) shares of Common Stock.

There are no shares of preferred stock which are authorized in the
Certificate of Incorporation of the Company.  All of the shares of
Common Stock outstanding have been duly and validly authorized and
issued and are fully paid and non-assessable.  Except as set forth
above, as of the date of this Agreement, (i) there are no
outstanding options, warrants, scrip, rights to subscribe to, calls
or commitments of any character whatsoever relating to, or
securities or rights convertible into, any shares of capital stock
of the Company or any of the Subsidiaries, or contracts,
commitments, understandings or arrangements by which the Company or
any of it Subsidiaries is or may become bound to redeem or issue
additional shares of capital stock of the Company or any of the
Subsidiaries or options, warrants, scrip, rights to subscribe to,
calls or commitments of any character whatsoever relating to, or
securities or rights convertible into, any shares of capital stock
of the Company or any of the Subsidiaries, (ii) there are no
outstanding debt securities, and (iii) there are no agreements or
arrangements under which the Company or any of the Subsidiaries is
obligated to register the sale of any of their securities under the
Securities Act.  There are no securities or instruments containing
any anti-dilution, right of first refusal, preemptive rights or
similar provisions that will be triggered by the issuance of the
Securities as described in this Agreement.  Upon issuance of the
Securities, such securities will be duly and validly issued, fully
paid and non-assessable.

4.4  Organization and Qualification.  The Company is a corporation
duly incorporated and existing in good standing under the laws of
the State of Wyoming and has the requisite corporate power to own
its properties and to carry on its business as now being conducted.
The Company does not have any subsidiary, except 3Si, Inc., a
Colorado corporation, and Kewi.net, a Colorado corporation (the
"Subsidiaries").  The Subsidiaries are duly incorporated and
existing in good standing under the laws of the jurisdiction of its
incorporation.  The Company and its Subsidiaries are duly qualified
as a foreign corporation to do business and is in good standing in
every jurisdiction in which the nature of the business conducted or
property owned by it makes such qualification necessary, other than
those in which the failure so to qualify would not have a Material
Adverse Effect.  "Material Adverse Effect"  means any effect on the
business, operations, properties or financial condition of the
entity or entities with respect to which such term is used and
which is material and adverse to such entity or to other entities
controlling or controlled by such entity, and/or any condition or
situation which would prohibit or otherwise interfere with the
ability of the entity or entities with respect to which said term
is used to enter into and perform its obligations under the
Transaction Documents.

4.5  Authorization: Enforcement.  (i) The Company has the requisite
corporate power and authority to enter into and perform under the
Transaction Documents and to issue the Securities in accordance
with the terms of the Transaction Documents, (ii) the execution,
issuance and delivery of the Transaction Documents by the Company
and the consummation by it of the transactions contemplated by the
Transaction Documents have been duly authorized by all necessary
corporate action, and no further consent or authorization of the
Company or its board of directors or stockholders is required,
(iii) the Transaction Documents have been duly executed and
delivered by the Company, and (iv) the Transaction Documents
(assuming due authorization and valid and legal execution by
Purchaser) constitute legal, valid and binding obligations of the
Company enforceable against the Company in accordance with their
terms, except as such enforceability may be limited by applicable
bankruptcy, insolvency, or similar laws relating to, or affecting
generally the enforcement of, creditors' rights and remedies or by
other equitable principles of general application.

4.6  Corporate Documents.  The Company has furnished or made
available to Purchaser true and correct copies of the Certificate
of Incorporation and the Bylaws.

4.7  No Conflicts.  The execution, delivery and performance of the
Transaction Documents by the Company and the consummation by the
Company of the transactions contemplated hereby, including without
limitation the issuance of the Securities, do not and will not (i)
result in a violation of the Company's Certificate or Bylaws, or
(ii) conflict with, or result in a breach of or forfeiture of any
rights (or result in an event which with notice or lapse of time or
both would become a breach of or forfeiture of any rights) under,
or give to others any rights of termination, amendment,
acceleration or cancellation of, any material agreement, indenture
or instrument to which the Company or any of the Subsidiaries is a
party, or (iii) result in a violation of any federal or state law,
rule, regulation, order, judgment or decree (including federal and
state securities laws and regulations) applicable to the Company or
any of the Subsidiaries or by which any property or asset of the
Company or any of the Subsidiaries is bound or affected (except for
such conflicts, defaults, terminations, amendments, accelerations,
cancellations and violations as would not, individually or in the
aggregate, have a Material Adverse Effect).  The business of the
Company is not being conducted in violation of any law, ordinance
or regulation of any governmental entity, except for possible
violations which either singly or in the aggregate do not and will
not have a Material Adverse Effect.  The Company is not required
under federal, state or local law, rule or regulation to obtain any
consent, authorization or order of, or make any filing or
registration with, any court or governmental agency in order for it
to execute, deliver or perform any of its obligations under this
Agreement or issue and sell the Securities in accordance with the
terms of this Agreement (other than any SEC, NASD or state
securities filings which may be required to be made by the Company
subsequent to any closing hereunder, and any registration statement
which may be filed in furtherance of this Agreement); provided
that, for purposes of the representation made in this sentence, the
Company is assuming and relying upon the accuracy of the relevant
representations and agreements of Purchaser herein.  Neither the
Company nor any of the Subsidiaries is in violation of any material
term of or in material default under its Certificate or By-laws or
their organizational charter or by-laws, respectively, or any
material contract, agreement, mortgage, indebtedness, indenture,
instrument, judgment, decree of order or any statute, rule or
regulation applicable to the Company or the Subsidiaries, which has
not been duly waived as of the date of this Agreement.

4.8  SEC Documents.  As of their respective dates, the SEC
Documents complied, and all similar documents filed with the SEC
prior to each Closing Date will comply, in all material respects
with the requirements of the Securities Act or the Exchange Act, as
the case may be, and rules and regulations of the SEC promulgated
thereunder and other federal, state and local laws, rules and
regulations applicable to such SEC Documents, and none of the SEC
Documents contained, nor will any similar document filed with the
SEC prior to each Closing Date contain, any untrue statement of a
material fact or omitted or omit to state a material fact required
to be stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they were made,
not misleading.  The financial statements of the Company included
in the SEC Documents, as of the dates thereof,  complied, and all
similar documents filed with the SEC prior to each Closing Date
will comply, as to form in all material respects with applicable
accounting requirements and the published rules and regulations of
the SEC and other applicable rules and regulations with respect
thereto.  Such financial statements were prepared in accordance
with generally accepted accounting principles applied on a
consistent basis during the periods involved (except (i) as may be
otherwise indicated in such financial statements or the notes
thereto or (ii) in the case of unaudited interim statements, to the
extent they may not include footnotes or may be condensed or
summary statements as permitted by Form 10-QSB of the SEC) and
fairly present in all material respects the financial position of
the Company and its consolidated Subsidiaries as of the dates
thereof and the consolidated results of operations and cash flows
for the periods then ended (subject, in the case of unaudited
statements, to normal year-end audit adjustments).

4.9  No Undisclosed Liabilities.  Except to the extent described in
Schedule 4.10, the Company and the Subsidiaries have no liabilities
or obligations of a financial nature (whether accrued, absolute,
contingent or otherwise), which are material, individually or in
the aggregate, and are not disclosed in the SEC Documents, other
than those incurred in the ordinary course of the Company's or the
Subsidiaries' respective businesses consistent with past practice
since December 31, 1998, and which, individually or in the
aggregate, do not or would not have a Material Adverse Effect on
the Company.

4.10  Litigation and Other Proceedings.  Except as may be set forth
in the SEC Documents or otherwise disclosed in writing to
Purchaser, there are no lawsuits or proceedings pending or to the
best knowledge of the Company threatened, against the Company, nor
has the Company received any written or oral notice of any such
action, suit, proceeding or investigation, which might have a
Material Adverse Effect on the Company or which might materially
adversely affect the transactions contemplated by this Agreement.
Except as set forth in the SEC Documents, no judgment, order,
writ, injunction or decree or award has been issued by or, to the
best knowledge of the Company, requested of any court, arbitrator
or governmental agency which might result in a Material Adverse
Effect or which might materially adversely affect the transactions
contemplated by this Agreement.

4.11  Other Documents or Materials.  With respect to any document or
other materials received by Purchaser from the Company or its
representatives other than the Transaction Documents and the SEC
Documents, (i) the Company has no reason to believe any of such
documents and materials or any projections contained therein, as of
the date of such other documents or materials, contained material
errors or misstatements or do not adequately describe the status of
the development of the Company's technologies or its business as of
such date, and (ii) such documents, materials and projections were
prepared by the Company and its management in good faith.

4.12  Nature of Company.  The Company is not an open ended
investment company or a unit investment trust, registered or
required to be registered, or a closed end investment company
required to be registered, but not registered, under the Investment
Company Act of 1940.

4.13  Brokers, Finders.  Except for payment of commitment fees to
Purchaser, payment of which is the sole responsibility of the
Company, the Company has taken no action which would give rise to
any claim by any person for brokerage commission, finder's fees or
similar payments by Purchaser relating to this Agreement or the
transactions contemplated hereby.  Purchaser shall have no
obligation with respect to such fees or with respect to any claims
made by or on behalf of other Persons for fees of a type
contemplated in this Section 4.14 that may be due in connection
with the transactions contemplated hereby.

4.14  Absence of Certain Changes.  Since December 31, 1998, no
Material Adverse Effect has been suffered by, and no material
adverse development has occurred in the business, properties,
operations, financial condition or results of operations of the
Company or the Subsidiaries.  The Company has not taken any steps,
and does not currently expect to take any steps, to seek protection
pursuant to any bankruptcy law nor does the Company or any of the
Subsidiaries have any knowledge or reason to believe that its
creditors intend to initiate involuntary bankruptcy proceedings.

4.15  Intellectual Property Rights.  The Company and the
Subsidiaries own or possess adequate rights or licenses to use all
trademarks, trade names, service marks, service mark registrations,
service names, patents, patent rights, copyrights, inventions,
licenses, approvals, governmental authorizations, trade secrets and
rights necessary to conduct their respective businesses as now
conducted.  None of the Company's trademarks, trade names, service
marks, service mark registrations, service names, patents, patent
rights, copyrights, inventions, licenses, approvals, government
authorizations, trade secrets or other intellectual property rights
have expired or terminated, or are expected to expire or terminate
in the near future.   The Company and the Subsidiaries do not have
any knowledge of any infringement by the Company or the
Subsidiaries of trademarks, trade name rights, patents, patent
rights, copyrights, inventions, licenses, service names, service
marks, service mark registrations, trade secrets or other similar
rights of others, or of any such development of similar or
identical trade secrets or technical information by others and,
there is no claim, action or proceeding being made or brought
against, or to the best knowledge of the Company, being threatened
against, the Company or the Subsidiaries regarding trademark, trade
name, patent, patent rights, invention, copyright, license, service
name, service mark, service mark registration, trade secret or
other infringement; and the Company and the Subsidiaries are
unaware of any facts or circumstances which might give rise to any
of the foregoing.  The Company and the Subsidiaries have taken
reasonable security measures to protect the secrecy,
confidentiality and value of all of their intellectual properties.

4.16  Internal Accounting Controls.  The Company is aware of no
respect in which its system of internal accounting controls is not
sufficient to provide reasonable assurance that (i) transactions
are executed in accordance with management's general or specific
authorizations, (ii) transactions are recorded as necessary to
permit preparation of financial statements in conformity with
generally accepted accounting principles and to maintain asset
accountability, (iii) access to assets is permitted only in
accordance with management's general or specific authorization and
(iv) the recorded accountability for assets is compared with the
existing assets at reasonable intervals and appropriate action is
taken with respect to any differences.

4.17  Tax Status.  The Company and the Subsidiaries have made or
filed all federal and state income and all other tax returns,
reports and declarations required by any jurisdiction to which it
is subject and has paid all taxes and other governmental
assessments and charges that are material in amount, shown or
determined to be due on such returns, reports, declarations, except
those being contested in good faith and has set aside on its books
provisions reasonably adequate for the payment of all taxes for
periods subsequent to the periods to which such returns, reports,
or declarations apply.  There are no unpaid taxes in any material
amount claimed to be due by the taxing authority of any
jurisdiction, and the officers of the Company know of no basis for
any such claim.

4.18  Certain Transactions.  Except as set forth in Schedule 4.19 or
in the SEC Documents and  except for arm's length transactions
pursuant to which the Company makes payments in the ordinary course
of business upon terms no less favorable than the Company could
obtain from third parties and other than the grant of stock
options, none of the officers, directors, or employees of the
Company (or any spouse or relative of any such person) is presently
a party to any transaction with the Company (other than for
services as employees, officers, consultants and directors),
including any contract, agreement or other arrangement providing
for the furnishing of services to or by, providing for rental of
real or personal property to or from, or otherwise requiring
payments to or from any officer, director or such employee or, to
the knowledge of the Company, any corporation, partnership, trust
or other entity in which any officer, director, or any such
employee has a substantial interest or is an officer, director,
trustee or partner.

4.19  Dilution.  The Repricing Shares may increase substantially in
certain circumstances, including, but not necessarily limited to,
the circumstance wherein the trading price of the Common Stock
declines during the one hundred eighty (180) day period following
the Initial Closing Date or the Effective Date, as may be
applicable. The Company's executive officers and directors have
studied and fully understand the nature of the transactions
contemplated by this Agreement and recognize that they have a
potential dilutive effect.  The board of directors of the Company
has concluded, in its good faith business judgment, that such
issuance is in the best interests of the Company.  The Company
specifically acknowledges that its obligation to issue the
Repricing Shares is binding upon the Company and enforceable
regardless of the dilution such issuance may have on the ownership
interests of other shareholders of the Company.

4.20  OTC BB Listing.  The Company's Common Stock is presently
quoted on the Over the Counter Bulletin Board under the symbol
"TSIH."  The Company is not in receipt of any written notice from
any stock exchange, market or trading facility on which the Common
Stock is or has been listed (or on which it is or has been quoted)
to the effect that the Company is not in compliance with the
listing or maintenance requirements of such stock exchange, market
or trading facility or that the Common Stock will be delisted from
such stock exchange, market or trading facility.

5.  Use and Disposition of Proceeds.  The Company will use the
proceeds from the sale of the Common Stock (excluding amounts paid
by the Company for legal fees and finder's fees in connection with
the sale to Purchaser) but shall not, directly or indirectly, use
such proceeds for investment in any other affiliate or to repay
debt to affiliates.

6.  Company Reliance on Purchaser's Representations.  Purchaser
understands that the Company is relying on the truth and accuracy
of the representations and warranties made herein by Purchaser in
offering the Securities for sale and in relying upon applicable
exemptions available under the Securities Act and applicable state
securities laws.

7.  Other Covenants of the Company.

7.1  Furnishing of Information.  As long as Purchaser owns
Securities, the Company covenants to timely file (or obtain
extensions in respect thereof and file within the applicable grace
period) all reports required to be filed by the Company after the
date hereof pursuant to Section 13(a) or 15(d) of the Exchange Act.
If at any time prior to the date on which Purchaser may resell all
of the Securities without volume restrictions pursuant to Rule
144(k) promulgated under the Securities Act (as determined by
counsel to the Company pursuant to a written opinion letter to such
effect, addressed and acceptable to the Company's transfer agent
for the benefit of and enforceable by Purchaser) the Company is not
required to file reports pursuant to such sections, it will prepare
and furnish to Purchaser and make publicly available in accordance
with Rule 144(c) promulgated under the Securities Act annual and
quarterly financial statements, together with a discussion and
analysis of such financial statements in form and substance
substantially similar to those that would otherwise be required to
be included in reports required by Section 13(a) or 15(d) of the
Exchange Act in the time period that such filings would have been
required to have been made under the Exchange Act.  The Company
further covenants that it will take such further action as any
holder of Securities may reasonably request, all to the extent
required from time to time to enable such Person to sell Securities
without registration under the Securities Act within the limitation
of the exemptions provided by Rule 144 promulgated under the
Securities Act.

7.2  Limitation on Issuance of Shares.  The parties
acknowledge that the Company  may be limited in the number of
shares of Common Stock it may issue by applicable OTC BB rules
without obtaining shareholder approval ("Cap Regulations").  To the
extent the Company cannot issue Repricing Shares without violating
the Cap Regulations, the Company shall provide notice thereof to
the Purchaser specifying the number of shares that may not be
repriced because of the Cap Regulations and the Company shall be
relieved of the obligation to issue such shares if it is unable  to
obtain the required shareholder vote as provided below.  On receipt
of such notice, Purchaser's request with respect to the issuance of
Repricing Shares shall be deemed reduced by the number permitted
under the Cap Regulations and Purchaser shall have the option,
exercisable in its sole and absolute discretion, to require the
Company to redeem Initial Shares or Additional Shares for an amount
in cash equal to one hundred twenty percent (120%) of the Initial
Purchase Price or the Additional Purchase Price, as applicable.
Company's obligation to redeem such shares shall be suspended
during any period in which such redemption would be prohibited by
law.  Notwithstanding the foregoing, the Company agrees that the
Company shall, in connection with its next annual meeting, solicit
the consent of its shareholders for the issuance of shares that
would otherwise violate the Cap Regulations but for such consent.

7.3  Available Shares.  The Company shall have at all times
authorized and reserved for issuance, free from preemptive rights,
twenty-five million (25,000,000) shares of Common Stock.

7.4  Reimbursement.  If (i) Purchaser, other than by reason of
its gross negligence or willful misconduct, becomes involved in any
capacity in any action, proceeding or investigation brought by any
stockholder of the Company, in connection with or as a result of
the consummation of the transactions contemplated by the
Transaction Documents, or if Purchaser is impleaded in any such
action, proceeding or investigation by any Person, or (ii)
Purchaser, other than by reason of its gross negligence or willful
misconduct or by reason of its trading of the Common Stock in a
manner that is illegal under applicable securities laws, becomes
involved in any capacity in any action, proceeding or investigation
brought by the SEC against or involving the Company or in
connection with or as a result of the consummation of the
transactions contemplated by the Transaction Documents, or if
Purchaser is impleaded in any such action, proceeding or
investigation by any Person, then in any such case, the Company
will reimburse Purchaser for its reasonable legal and other
expenses (including the cost of any investigation and preparation)
incurred in connection therewith, as such expenses are incurred.
In addition, other than with respect to any matter in which
Purchaser is a named party, the Company will pay Purchaser the
charges, as reasonably determined by Purchaser, for the time of any
officers or employees of Purchaser devoted to appearing and
preparing to appear as witnesses, assisting in preparation for
hearings, trials or pretrial matters, or otherwise with respect to
inquiries, hearing, trials, and other proceedings relating to the
subject matter of this Agreement.  The reimbursement obligations of
the Company under this paragraph shall be in addition to any
liability which the Company may otherwise have, shall extend upon
the same terms and conditions to any Affiliates of Purchaser who
are actually named in such action, proceeding or investigation, and
partners, directors, agents, employees and controlling persons (if
any), as the case may be, of Purchaser and any such Affiliate, and
shall be binding upon and inure to the benefit of any successors,
assigns, heirs and personal representatives of the Company,
Purchaser and any such Affiliate and any such Person.  The Company
also agrees that neither any Purchaser nor any such Affiliate,
partners, directors, agents, employees or controlling persons shall
have any liability to the Company or any person asserting claims on
behalf of or in right of the Company in connection with or as a
result of the consummation of the Transaction Documents except to
the extent that any losses, claims, damages, liabilities or
expenses incurred by the Company result from the gross negligence
or willful misconduct of Purchaser or any inaccuracy in any
representation or warranty of Purchaser contained in herein or any
breach by Purchaser of any of the provisions hereof.

8.  Transfer Agent Instructions.

8.1  Irrevocable Instructions.  Subject to the provisions of
Section 2.5, the Company will irrevocably instruct its transfer
agent to issue securities from time to time in such amounts as
shall be required hereunder and as specified from time to time by
the Company to the transfer agent, registered in the name of
Purchaser or its nominee and in such denominations to be specified
by Purchaser in connection with each closing hereunder.  The
Company warrants that no instruction other than such instructions
referred to in this Section 8 will be given by the Company to the
transfer agent and that the securities shall otherwise be freely
transferable on the books and records of the Company as and to the
extent provided in this Agreement.  Nothing in this Section 8 shall
affect in any way Purchaser's obligations and agreement to comply
with all applicable securities laws upon resale of the Securities.

8.2  Delay.  The Company understands that a delay in the
issuance of the securities beyond the Delivery Date could result in
economic loss to Purchaser.  As compensation to Purchaser for such
loss, the Company agrees to pay late payments to Purchaser for late
issuance of unlegended securities, including Repricing Shares,
valued at Relevant Repricing Price, in accordance with the
following schedule (where "No. Days Late" is defined as the number
of days beyond five (5) business days from Delivery Date):

                  Late Payment For Each
No. Days Late     $10,000 of Common Stock

  1                        $ 50
  2                        $100
  3                        $150
  4                        $200
  5                        $250
  6                        $300
  7                        $350
  8                        $400
  9                        $450
 10                        $500
 10                        $500 +$100 for each Business
                           Day Late beyond 10 days

The Company shall pay any payments incurred under this Section 9.3
in immediately available funds upon demand.  Nothing herein shall
limit Purchaser's right to pursue actual damages for the Company's
failure to issue and deliver the unlegended securities to
Purchaser.

8.3  Cover.  If, by the relevant Delivery Date, the Company
fails for any reason to deliver the unlegended Shares to be issued
pursuant to Section 8.1 and after such Delivery Date, Purchaser
purchases, in an open market transaction or otherwise, shares of
Common Stock (the "Covering Shares") in order to make delivery in
satisfaction of a sale of Common Stock by Purchaser (the "Sold
Shares"), which delivery Purchaser anticipated to make using the
shares to be issued upon such conversion (a "Buy-In"), the Company
shall pay to Purchaser, in addition to all other amounts
contemplated in other provisions of the Transaction Documents, and
not in lieu thereof, the Buy-In Adjustment Amount (as defined
below).  The "Buy-In Adjustment Amount" is the amount equal to the
excess, if any, of (x) Purchaser's total purchase price (including
brokerage commissions, if any) for the Covering Shares over (y) the
net proceeds  (after brokerage commissions, if any) received by
Purchaser from the sale of the  Sold Shares. The Company shall pay
the Buy-In Adjustment Amount to the Company in immediately
available funds immediately upon demand by Purchaser.  By way of
illustration and not in limitation of the foregoing, if Purchaser
purchases shares of Common Stock having a total purchase price
(including brokerage commissions) of eleven thousand dollars
($11,000) to cover a Buy-In with respect to shares of Common Stock
it sold for net proceeds of ten thousand dollars ($10,000), the
Buy-In Adjustment Amount which Company will be required to pay to
Purchaser will be one thousand dollars ($1,000).

8.4  Electronic Transfer.  In lieu of delivering physical
certificates representing the unlegended securities after the
Effective Date, provided the Company's transfer agent is
participating in the Depository Trust Company ("DTC") Fast
Automated Securities Transfer program, upon request of Purchaser
and its compliance with the provisions contained in this paragraph,
so long as the certificates therefor do not bear a legend and
Purchaser thereof is not obligated to return such certificate for
the placement of a legend thereon, the Company shall use its
reasonable best efforts to cause its transfer agent to
electronically transmit the Common Stock issuable upon conversion
to Purchaser by crediting the account of Purchaser's Prime Broker
with DTC through its Deposit Withdrawal Agent Commission system.

8.5  Bankruptcy.  Purchaser shall be entitled to exercise its
right under Section 2.3 notwithstanding the commencement of any
case under 11 U.S.C. Section 101 et seq. (the "Bankruptcy Code").
In the event the Company is a debtor under the Bankruptcy Code,
the Company hereby waives to the fullest extent permitted any
rights to relief it may have under 11 U.S.C. Section 362 in respect
of the holder's repricing right.   The Company agrees, without cost
or expense to the holder, to take or consent to any and all action
necessary to effectuate relief under 11 U.S.C. Section 362.

9.  Closing Conditions

9.1  Conditions to the Company's Obligation to Sell. The
Purchaser understands that the Company's obligation to sell the
Initial Shares and the Additional Shares on the Initial Closing
Date and the Additional Closing Date, respectively, pursuant to
this Agreement is conditioned upon:

(a)  the accuracy on each such date of the
representations and warranties of Purchaser contained in this
Agreement as if made thereon, and the performance by Purchaser on
or before such date of all covenants and agreements of Purchaser
required to be performed on or before such date;

(b)  there not being in effect any law, rule or
regulation prohibiting or restricting the transactions contemplated
hereby, or requiring any consent or approval which shall not have
been obtained, nor there being any pending or threatened proceeding
or investigation which may have the effect of prohibiting or
adversely affecting any of the transactions contemplated by this
Agreement.

9.2.  Conditions to Purchaser's Obligation To Purchase. The
Company understands that Purchaser's obligation to purchase the
Initial Shares and the Additional Shares on the Initial Closing
Date and the Additional Closing Date, respectively, pursuant to
this Agreement is conditioned upon:

(a)  the accuracy in all material respects on each such
date of the representations and warranties of the Company contained
in this Agreement as if made on such date and the performance by
the Company on or before each such date of all covenants and
agreements of the Company required to be performed on or before
such date;

(b)  on or before each such date, Purchaser having
received an opinion of counsel for the Company, dated on each such
date;

(c)  there not being in effect any law, rule or
regulation prohibiting or restricting the transactions contemplated
hereby, or requiring any consent or approval which shall not have
been obtained, nor there being any pending or threatened proceeding
or investigation which may have the effect of prohibiting or
adversely affecting any of the transactions contemplated by this
Agreement; and

(d)  from and after the date hereof to and including the
Initial Closing Date and the Additional Closing Date, the trading
of the Common Stock shall not have been suspended by the SEC or the
NASD.

10.  Indemnification.

In consideration of the Purchaser's execution and delivery of
this Agreement and acquiring the Shares hereunder, and in addition
to all of the Company's other obligations under this Agreement, the
Company shall defend, protect, indemnify and hold harmless the
Purchaser, and all of its officers, directors, employees and agents
(including, without limitation, those retained in connection with
the transactions contemplated by this Agreement) (collectively, the
"Indemnitees") from and against any and all actions, causes of
action, suits, claims, losses, costs, penalties, fees, liabilities
and damages, and expenses in connection therewith (irrespective of
whether any such Indemnitee is a party to the action for which
indemnification hereunder is sought), and including reasonable
attorneys' fees and disbursements (the "Indemnified Liabilities"),
incurred by the Indemnitees or any of them as a result of, or
arising out of, or relating to (a) any misrepresentation or breach
of any representation or warranty made by the Company in this
Agreement, the attached Form of Warrant, or any other certificate,
instrument or document contemplated hereby or thereby; (b) any
breach of any covenant, agreement or obligation of the Company
contained in this Agreement or any other certificate, instrument or
document contemplated hereby or thereby; or (c) any cause of
action, suit or claim brought or made against such Indemnitee and
arising out of or resulting from the execution, delivery,
performance or enforcement of this Agreement or any other
instrument, document or agreement executed pursuant hereto by any
of the Indemnities, any transaction financed or to be financed in
whole or in part, directly or indirectly, with the proceeds of the
issuance of the Shares and the Warrants, or the status of the
Purchaser,  as an investor in the Company.  To the extent that the
foregoing undertaking by the Company may be unenforceable for any
reason, the Company shall make the maximum contribution to the
payment and satisfaction of each of the Indemnified Liabilities,
which is permissible under applicable law.

11.  General Provisions.

11.1  Assignment.  Neither this Agreement nor any rights of
Purchaser hereunder may be assigned by either party to any other
person without the prior written consent of the Company.

11.2  Attorneys' Fees.  In the event any dispute arises under
this Agreement or the documents or instruments executed and
delivered in connection with this Agreement, and the parties hereto
resort to litigation to resolve such dispute, the prevailing party
in any such litigation, in addition to all other remedies at law or
in equity, shall be entitled to an award of costs and fees from the
other party, which costs and fees shall include, without
limitation, reasonable attorneys' fees and legal costs.

11.3  Choice of Law; Venue.  This Agreement shall be governed
by and interpreted in accordance with the laws of the State of
Wyoming for contracts to be wholly performed in such state and
without giving effect to the principles thereof regarding the
conflict of laws.  Each of the parties consents to the jurisdiction
of the federal courts whose districts encompass any part of the
City of Santa Ana or the state courts of the State of Colorado
sitting in the City of Denver in connection with any dispute
arising under this Agreement and hereby waives, to the maximum
extent permitted by law, any objection, including any objection
based on forum non coveniens, to the bringing of any such
proceeding in such jurisdictions.

11.4  Costs and Expenses.  The parties shall be responsible for
and shall pay their own costs and expenses, including without
limitation attorneys' fees and accountants' fees and expenses, in
connection with the conduct of the due diligence inquiry,
negotiation, execution and delivery of this Agreement and the
instruments, documents and agreements executed in connection with
this Agreement.

11.5  Counterparts/Facsimile Signatures.  This Agreement may be
executed in one or more counterparts, each of which when so signed
shall be deemed to be an original, and such counterparts together
shall constitute one and the same instrument.  In lieu of the
original, a facsimile transmission or copy of the original shall be
as effective and enforceable as the original.

11.6  Entire Agreement: Amendment.  This Agreement, together
with the exhibits to this Agreement and the other instruments and
documents delivered in connection with this Agreement constitute
the full and entire understanding and agreement between the parties
with regard to the subjects hereof and thereof, and no party shall
be liable or bound to any other party in any manner by any
warranties, representations or covenants except as specifically set
forth in this Agreement or therein.  Except as expressly provided
in this Agreement, neither this Agreement nor any term hereof may
be amended, waived, discharged or terminated other than by a
written instrument signed by the party against whom enforcement of
any such amendment, waiver, discharge or termination is sought.

11.7  Headings.  The headings of the sections and paragraphs of
this Agreement have been inserted for convenience of reference only
and do not constitute a part of this Agreement.

11.8  Notices.  All notices or other communications provided
for under this Agreement shall be in writing, and mailed,
telecopied or delivered by hand delivery or by overnight courier
service, as follows:

If to the Company:

3Si Holdings, Inc.
6886 South Yosemite Street
Englewood, Colorado 80112
Attention: Frank Backes
Fax No.: (303) 749-0210

With a copy to:

Brian F. Faulkner, Esq.
3900 Birch Street, Suite 113
Newport Beach, California 92660
Fax No.: (949) 975-0596

If to Purchaser:
________________________
________________________
________________________
________________________

With a copy to:

________________________
________________________
________________________
________________________

All notices and communications shall be effective as follows:  When
mailed, upon three (3) business days after deposit in the mail
(postage prepaid); when telecopied, upon confirmed transmission of
the telecopied notice; when hand delivered, upon delivery; and when
sent by overnight courier, the next business day after deposit of
the notice with the overnight courier.

11.9  Publicity.  Purchaser acknowledges that this Agreement
and all or part of the Transaction Documents may be deemed to be
"material contracts" as that term is defined by Item 601(b)(10) of
Regulation S-B, and that the Company may therefore be required to
file such documents as exhibits to reports or registration
statements filed under the Securities Act or the Exchange Act.
Purchaser further agrees that the status of such documents and
materials as material contracts shall be determined solely by the
Company, in consultation with its counsel. Purchaser consents to
the Company's public disclosure of this Agreement in accordance
with the Securities Act and the Exchange Act.

11.10  Severability.  Should any one or more of the
provisions of this Agreement be determined to be illegal or
unenforceable, all other provisions of this Agreement shall be
given effect separately from the provision or provisions determined
to be illegal or unenforceable and shall not be affected thereby.

11.11  Survival Of Representations And Warranties. The
Company's representations and warranties herein shall survive the
execution and delivery of this Agreement and the delivery of the
Securities, and shall inure to the benefit of Purchaser and its
successors and permitted assigns.

11.12  Schedules and Exhibits.  The schedules and exhibits
attached to this Agreement are a part hereof, as if fully set forth
herein.

11.13  Term.  The Purchaser's obligation hereunder to
purchase Common Stock of the Company shall expire one (1) year from
the Effective Date.

IN WITNESS WHEREOF, the parties named below have caused this
Agreement to be executed and delivered as of the date first above
written.


COMPANY:

3 Si Holdings, Inc.


By :______________________________
       Frank Backes, President


PURCHASER:


_________________________________


By:______________________________
Name:____________________________
Title:_____________________________


                             EXHIBIT A

DEFINITIONS

"Additional Closing" means the closing of the transactions
described in Section 1.2.

"Additional Closing Date" means the date on which each Additional
Closing takes place.

"Additional Shares" is defined in Section 1.2.

"Affiliate" has the meaning set forth in the Exchange Act and the
rules and regulations thereunder.

"Business Day" means a day on which the Nasdaq stock market is open
for regular trading.

"Closing Date" means either the Initial Closing Date or the
Additional Closing Date.

"Common Stock" means common stock, $0.001 par value per share, of
the Company.

"Effective Date" means the effective date of the registration
statement.

"Exchange Act" is defined in Section 3.8.

"Initial Closing" means the closing of the transactions described
in Section 1.1.

"Initial Closing Date" means the date on which the Initial Closing
takes place.

"Initial Purchase Price" is defined in Section 1.1.

"Initial Shares" is defined in Section 1.1.

"Warrant" means a warrant in the form attached as Exhibit B hereto.

"Market Price"  means the closing bid price of the Common Stock as
reported, at the option of the Buyer, by Bloomberg, LP or the
National Association of Securities Dealers.

"Material Adverse Effect" is defined in Section 4.5.

"Person" means an individual, corporation, partnership,
association, trust, estate or other entity or organization,
including a governmental entity or agency.

"Put Notice" shall mean the notice delivered by the Company to the
Purchaser in compliance with the notice provisions of Section 2.2
hereof.

"Relevant Purchase Price" means, (i) with respect to the Initial
Shares, the Initial Purchase Price and (ii) with respect to the
Additional Shares, the Additional Purchase Price.

"SEC" means the U.S. Securities and Exchange Commission.

"SEC Documents" is defined in Section 4.2.

"Securities" means the Initial Shares, the Additional Shares, the
Repricing Shares, the Warrants and the shares issuable under the
Warrants.

"Securities Act" is defined in Recital B.

"Share Valuation Date" shall mean the fifth (5th) business day after
delivery of the Put Notice.

"Share Payment Date" shall mean the tenth (10th) business day after
the Put Notice.

"Subsidiaries" is defined in Section 4.5

"Trading Volume" shall mean the product of the Market Price and the
daily trading volume as reported by Bloomberg, LP.

"Transaction Documents" is defined in Section 3.7.

                           EXHIBIT B
                 FORM OF WARRANT TO PURCHASE
                   SHARES OF COMMON STOCK

Exercisable Commencing _______________;
Void after ________________

THIS CERTIFIES that, for value received,
________________________________, a ______________ corporation or
its registered assigns ("Warrantholder"), is entitled, subject to
the terms and conditions set forth in this Warrant, to purchase
from 3 Si Holdings, Inc., a Wyoming corporation ("Company"), up to
_______________________(___________) fully paid, duly authorized
and nonassessable shares of common stock ("Shares"), $0.001 par
value per share, of   the Company ("Common Stock"), at any time
commencing ________________ and continuing up  to 5:00 p.m. Pacific
Daylight Time on _______________ ("Exercise Period") at an exercise
price of eighty percent (80%) of the closing bid price of the
Common Stock on the Effective Date, as defined in the accompanying
Common Stock Purchase Agreement, as reported by Bloomberg, LP,
subject  to adjustment pursuant to Section 8 hereof.

This Warrant is subject to the following provisions, terms and
conditions:

Section 1.  Transferability.

1.1  Registration.  The Warrants shall be issued only in
registered form.

1.2  Transfer.  This Warrant shall be transferable only on the
books of the Company maintained at its principal executive offices
upon surrender thereof for registration of transfer duly endorsed
by the Warrantholder or by its duly authorized attorney or
representative, or accompanied by proper evidence of succession,
assignment or authority to transfer.  Upon any registration of
transfer, the Company shall execute and deliver a new Warrant or
Warrants in appropriate denominations to the person or persons
entitled thereto.

1.3  Common Stock to be Issued.  Upon the exercise of any
Warrants and upon receipt by the Company of a facsimile or original
of Warrantholder's signed Election to Exercise Warrant (See Exhibit
1), Company shall instruct its transfer agent to issue stock
certificates, subject to the restrictive legend set forth below, in
the name of Warrantholder (or its nominee) and in such denominations
to be specified by Warrantholder representing the number of shares
of Common Stock issuable upon such exercise, as applicable.  Company
warrants that no instructions, other than these instructions, have
been given or will be given to the transfer agent and that the Common
Stock shall otherwise be freely transferable on the books and records
of the Company.  It shall be the Company's responsibility to take
all necessary actions and to bear all such costs to issue the
certificate of Common Stock as provided herein, including the
responsibility and cost for delivery of an opinion letter to the
transfer agent, if so required.  The person in whose name the
certificate of Common Stock is to be registered shall be treated as
a shareholder of record on and after the exercise date. Upon
surrender of any Warrant that is to be converted in part, the
Company shall issue to the Warrantholder a new Warrant equal to the
unconverted amount, if so requested by Purchaser.

Section 2.  Exchange of Warrant Certificate.  Any Warrant
certificate may be exchanged for another certificate or
certificates of like tenor entitling the Warrantholder to purchase
a like aggregate number of Shares as the certificate or
certificates surrendered then entitle such Warrantholder to
purchase.  Any Warrantholder desiring to exchange a warrant
certificate shall make such request in writing delivered to the
Company, and shall surrender, properly endorsed, the certificate
evidencing the Warrant to be so exchanged.  Thereupon, the Company
shall execute and deliver to the person entitled thereto a new
Warrant certificate as so requested.

Section 3.  Terms of Warrants: Exercise of Warrants.

(a)  Subject to the terms of this Warrant, the Warrantholder shall
have the right, at any time after __________________, but before
5:00 p.m. Pacific Daylight Time on _______________, ("Expiration
Time"), to purchase from the Company up to the number of Shares
which the Warrantholder may at the time be entitled to purchase
pursuant to the terms of this Warrant, upon surrender to the
Company at its principal executive office, of the certificate
evidencing this Warrant to be exercised, together with the attached
Election to Exercise Warrant form duly filled in and signed, and
upon payment to the Company of the Warrant Price (as defined in and
determined in accordance with the provisions of Section 7 and 8
hereof) or as provided in Section 3(a)(i) hereof, for the number of
Shares with respect to which such Warrant is then exercised.
Payment of the aggregate Warrant Price shall be made in cash, wire
transfer or by cashier's check or any combination thereof.

(b)  Subject to the terms of this Warrant, upon such surrender
of this Warrant and payment of such Warrant Price as aforesaid, the
Company shall promptly issue and cause to be delivered to the
Warrantholder or to such person or persons as the Warrantholder may
designate in writing, a certificate or certificates (in such name
or names as the Warrantholder may designate in writing) for the
number of duly authorized, fully paid and non-assessable whole
Shares to be purchased upon the exercise of this Warrant, and shall
deliver to the Warrantholder Common Stock or cash, to the extent
provided in Section 9 hereof, with respect to any fractional Shares
otherwise issuable upon such surrender.  Such certificate or
certificates shall be deemed to have been issued and any person so
designated to be named therein shall be deemed to have become a
holder of such Shares as of the close of business on the date of
the surrender of this Warrant and payment of the Warrant Price,
notwithstanding that the certificates representing such Shares
shall not actually have been delivered or that the Share and
Warrant transfer books of the Company shall then be closed.  This
Warrant shall be exercisable, at the sole election of the
Warrantholder, either in full or from time to time in part and, in
the event that any certificate evidencing this Warrant (or any
portion thereof) is exercised prior to the Termination Date with
respect to less than all of the Shares specified therein at any
time prior to the Termination Date, a new certificate of like tenor
evidencing the remaining portion of this Warrant shall be issued by
the Company, if so requested by the Warrantholder.

(c)  Upon the Company's receipt of a facsimile or original of
Warrantholder's signed Election to Exercise Warrant, the Company
shall instruct its transfer agent to issue one or more stock
Certificates representing that number of shares of Common Stock which
the Warrantholder is entitled to purchase in accordance with the
terms and conditions of this Warrant and the Election to Exercise
Warrant attached hereto.  The Company shall act as Registrar and
shall maintain an appropriate ledger containing the necessary
information with respect to each Warrant.

(d)  Such exercise shall be effectuated by surrendering to the
Company, or its attorney, the Warrants to be converted together with
a facsimile or original of the signed Election to Exercise Warrant
which evidences Warrantholder's intention to exercise those Warrants
indicated.  The date on which the Election to Exercise Warrant is
effective ("Exercise Date") shall be deemed to be the date on which
the Warrantholder has delivered to the Company a facsimile or
original of the signed Election to Exercise Warrant, as long as the
original Warrants to be exercised are received by the Company or its
designated attorney within five (5) business days thereafter.  As
long as the Warrants to be exercised are received by the Company
within five (5) business days after it receives a facsimile or
original of the signed Election to Exercise Warrant, the Company
shall deliver to the Warrantholder, or per the Warrantholder's
instructions, the shares of Common Stock within three (3) business
days of receipt of the Warrants to be converted.

(e)  Nothing contained in this Warrant shall be deemed to
establish or require the payment of interest to the Warrantholder at
a rate in excess of the maximum rate permitted by governing law.  In
the event that the rate of interest required to be paid exceeds the
maximum rate permitted by governing law, the rate of interest
required to be paid thereunder shall be automatically reduced to the
maximum rate permitted under the governing law and such excess shall
be returned with reasonable promptness by the Warrantholder to the
Company.

(f)  It shall be the Company's responsibility to take all
necessary actions and to bear all such costs to issue the
Certificate of Common Stock as provided herein, including the
responsibility and cost for delivery of an opinion letter to the
transfer agent, if so required.  The person in whose name the
certificate of Common Stock is to be registered shall be treated as
a shareholder of record on and after the exercise date. Upon
surrender of any Warrants that are to be converted in part, the
Company shall issue to the Warrantholder new Warrants equal to the
unconverted amount, if so requested by Warrantholder.

(g)  The Company shall at all times reserve and have available
all Common Stock necessary to meet exercise of the Warrants by all
Warrantholders of the entire amount of Warrants then outstanding.
If, at any time Warrantholder submits an Election to Exercise
Warrant and the Company does not have sufficient authorized but
unissued shares of Common Stock available to effect, in full, a
exercise of the Warrants (a "Exercise Default", the date of such
default being referred to herein as the "Exercise Default Date"),
the Company shall issue to the Warrantholder all of the shares of
Common Stock which are available, and the Election to Exercise
Warrant as to any Warrants requested to be converted but not
converted (the "Unconverted Warrants"), upon Warrantholder's sole
option, may be deemed null and void.  The Company shall provide
notice of such Exercise Default ("Notice of Exercise Default") to
all existing Warrantholders of outstanding Warrants, by facsimile,
within one (1) business day of such default  (with the original
delivered by overnight or two day courier), and the Warrantholder
shall give notice to the Company by facsimile within five (5)
business days of receipt of the original Notice of Exercise Default
(with the original delivered by overnight or two day courier) of
its election to either nullify or confirm the Election to Exercise
Warrant.

(h)  The Company shall furnish to Warrantholder such number of
prospectuses and other documents incidental to the registration of
the shares of Common Stock underlying the Warrants, including any
amendment of or supplements thereto.  Warrantholder shall
acknowledge in writing the receipt, the careful reading, and the
understanding thereof, prior to any exercise under this Section 3.

(i)  Each person in whose name any certificate for shares of
Common Stock shall be issued shall for all purposes be deemed to
have become the holder of record of the Common Stock represented
thereby on the date on which the Warrant was surrendered and
payment of the purchase price and any applicable taxes was made,
irrespective of date of issue or delivery of such certificate,
except that if the date of such surrender and payment is a date
when the Shares transfer books of the Company are closed, such
person shall be deemed to have become the holder of such Shares on
the next succeeding date on which such Share transfer books are
open.  The Company shall not close such Share transfer books at any
one time for a period longer than seven (7) days.

(j)  This Warrant is exercisable in whole or in part at the
Exercise Price per share of Common Stock (as defined hereafter)
payable hereunder, payable in cash or by certified or official bank
check, or by "cashless exercise", by means of tendering this
Warrant Certificate to the Company to receive a number of shares of
Common Stock equal to the difference between the Market Value of
the shares of Common Stock issuable upon exercise of this Warrant
and the total cash exercise price thereof.  Upon surrender of this
Warrant Certificate with the annexed Notice of Exercise duly
executed, together with payment of the Exercise Price for the
shares of Common Stock purchased, the Holder shall be entitled to
receive a certificate or certificates for the shares of Common
Stock so purchased.  For the purposes of this subsection, "Market
Value" shall be an amount equal to the average closing bid price of
a share of Common Stock for the ten (10) days preceding the
Company's receipt of the Notice of Exercise Form duly executed
multiplied by the number of shares of Common Stock to be issued
upon surrender of this Warrant Certificate.

Section 4.  Payment of Taxes.  The Company shall pay all
documentary stamp taxes, if any, attributable to the initial
issuance of the Shares; provided, however, that the Company shall
not be required to pay any tax or taxes which may be payable, (i)
with respect to any secondary transfer of this Warrant or the
Shares or (ii) as a result of the issuance of the Shares to any
person other than the Warrantholder, and the Company shall not be
required to issue or deliver any certificate for any Shares unless
and until the person requesting the issuance thereof shall have
paid to the Company the amount of such tax or shall have produced
evidence that such tax has been paid to the appropriate taxing
authority.

Section 5.  Mutilated or Missing Warrant.   In case the
certificate or certificates evidencing this Warrant shall be
mutilated, lost, stolen or destroyed, the Company shall, at the
request of the Warrantholder, issue and deliver in exchange and
substitution for and upon cancellation of the mutilated certificate
or certificates, or in lieu of and substitution for the certificate
or certificates lost, stolen or destroyed, a new Warrant
certificate or certificates of like tenor and representing an
equivalent right or interest, but only upon receipt of evidence
satisfactory to the Company of such loss, theft or destruction of
such Warrant and of a bond of indemnity, if requested, also
satisfactory to the Company in form and amount, and issued at the
applicant's cost.  Applicants for such substitute Warrant
certificate shall also comply with such other reasonable
regulations and pay such other reasonable charges as the Company
may prescribe.

Section 6.  Reservation of Shares. The issuance, sale and
delivery of the Warrants have been duly authorized by all required
corporate action on the part of the Company and when issued, sold
and delivered in accordance with the terms hereof and thereof for
the consideration expressed herein and therein, will be duly and
validly issued, fully paid, and non-assessable and enforceable in
accordance with their terms, subject to the laws of bankruptcy and
creditors' rights generally.  The Company shall pay all taxes in
respect of the issue thereof.  As a condition precedent to the
taking of any action that would result in the effective purchase
price per share of Common Stock upon the exercise of this Warrant
being less than the par value per share (if such shares of Common
Stock then have a par value), the Company will take such corporate
action as may, in the opinion of its counsel, be necessary in order
that the Company may comply with all its obligations under this
Agreement with regard to the exercise of this Warrant.

Section 7.  Warrant Price.  During the Exercise Period, the
price per Share ("Warrant Price") at which Shares shall be
purchasable upon the exercise of this Warrant shall be eighty
percent (80%) of the closing bid price of the Common Stock on the
Effective Date as reported by Bloomberg, LP, subject to adjustment
pursuant to Section 8 hereof.

Section 8.  Adjustment of Warrant Price and Number of
Shares.  The number and kind of securities purchasable upon the
exercise of this Warrant and the Warrant Price shall be subject to
adjustment from time to time after the date hereof upon the
happening of certain events, as follows:

8.1  Adjustments.  The number of Shares purchasable upon the
exercise of this Warrant shall be subject to adjustments as
follows:

(a)  In case the Company shall (i) pay a dividend on Common
Stock in Common Stock or securities convertible into, exchangeable
for or otherwise entitling a holder thereof to receive Common
Stock, (ii) declare a dividend payable in cash on its Common Stock
and at substantially the same time offer its shareholders a right
to purchase new Common Stock (or securities convertible into,
exchangeable for or other entitling a holder thereof to receive
Common Stock) from the proceeds of such dividend (all Common Stock
so issued shall be deemed to have been issued as a stock dividend),
(iii) subdivide its outstanding shares of Common Stock into a
greater number of shares of Common Stock, (iv) combine its
outstanding shares of Common Stock into a smaller number of shares
of Common Stock, or (v) issue by reclassification of its Common
Stock any shares of Common Stock of the Company, the number of
shares of Common Stock issuable upon exercise of the Warrants
immediately prior thereto shall be adjusted so that the holders of
the Warrants shall be entitled to receive after the happening of
any of the events described above that number and kind of shares as
the holders would have received had such Warrants been converted
immediately prior to the happening of such event or any record date
with respect thereto.  Any adjustment made pursuant to this
subdivision shall become effective immediately after the close of
business on the record date in the case of a stock dividend and
shall become effective immediately after the close of business on
the effective date in the case of a stock split, subdivision,
combination or reclassification.

(b)  In case the Company shall distribute, without receiving
consideration therefor, to all holders of its Common Stock
evidences of its indebtedness or assets (excluding cash dividends
other than as described in Section (8)(a)(ii)), then in such case,
the number of shares of Common Stock thereafter issuable upon
exercise of the Warrants shall be determined by multiplying the
number of shares of Common Stock theretofore issuable upon exercise
of the Warrants, by a fraction, of which the numerator shall be the
closing bid price per share of Common Stock on the record date for
such distribution, and of which the denominator shall be the
closing bid price of the Common Stock less the then fair value (as
determined by the Board of Directors of the Company, whose
determination shall be conclusive) of the portion of the assets or
evidences of indebtedness so distributed per share of Common Stock.
Such adjustment shall be made whenever any such distribution is
made and shall become effective immediately after the record date
for the determination of stockholders entitled to receive such
distribution.

(c)  Any adjustment in the number of shares of Common Stock
issuable hereunder otherwise required to be made by this Section 8
will not have to be adjusted if such adjustment would not require
an increase or decrease in one percent (1%) or more in the number
of shares of Common Stock issuable upon exercise of the Warrant.
No adjustment in the number of Shares purchasable upon exercise of
this Warrant will be made for the issuance of shares of capital
stock to directors, employees or independent Warrantors pursuant to
the Company's or any of its subsidiaries' stock option, stock
ownership or other benefit plans or arrangements or trusts related
thereto or for issuance of any shares of Common Stock pursuant to
any plan providing for the reinvestment of dividends or interest
payable on securities of the Company and the investment of
additional optional amounts in shares of Common Stock under such
plan.

(d)  Whenever the number of shares of Common Stock issuable
upon the exercise of the Warrants is adjusted, as herein provided
the Warrant Price shall be adjusted (to the nearest cent) by
multiplying such Warrant Price immediately prior to such adjustment
by a fraction, of which the numerator shall be the number of shares
of Common Stock issuable upon the exercise of each share of the
Warrants immediately prior to such adjustment, and of which the
denominator shall be the number of shares of Common Stock issuable
immediately thereafter.

(e)  The Company from time to time by action of its Board of
Directors may decrease the Warrant Price  by any amount for any
period of time if the period is at least twenty (20) days, the
decrease is irrevocable during the period and the Board of
Directors of the Company in its sole discretion shall have made a
determination that such decrease would be in the best interest of
the Company, which determination shall be conclusive.  Whenever the
Warrant Price is decreased pursuant to the preceding sentence, the
Company shall mail to holders of record of the Warrants a notice of
the decrease at least fifteen (15) days prior to the date the
decreased Warrant Price takes effect, and such notice shall state
the decreased Warrant Price and the period it will be in effect.

8.2  Mergers or Other Corporate Action.  In the case of any
(i) consolidation or merger of the Company into any entity (other
than a consolidation or merger that does not result in any
reclassification, exercise, exchange or cancellation of outstanding
shares of Common Stock of the Company), (ii) sale, transfer, lease
or conveyance of all or substantially all of the assets of the
Company as an entirety or substantially as an entirety, or (iii)
reclassification, capital reorganization or change of the Common
Stock (other than solely a change in par value, or from par value
to no par value), in each case as a result of which shares of
Common Stock shall be converted into the right to receive stock,
securities or other property (including cash or any combination
thereof), each holder of Warrants then outstanding shall have the
right thereafter to exercise such Warrant only into the kind and
amount of securities, cash and other property receivable upon such
consolidation, merger, sale, transfer, capital reorganization or
reclassification by a holder of the number of shares of Common
Stock of the Company into which such Warrants would have been
converted immediately prior to such consolidation, merger, sale,
transfer, capital reorganization or reclassification, assuming such
holder of Common Stock of the Company (A) is not an entity with
which the Company consolidated or into which the Company merged or
which merged into the Company or to which such sale or transfer was
made, as the case may be ("Constituent Entity"), or an affiliate of
a Constituent Entity, and (B) failed to exercise his or her rights
of election, if any, as to the kind or amount of securities, cash
and other property receivable upon such consolidation, merger, sale
or transfer (provided that if the kind or amount of securities,
cash and other property receivable upon such consolidation, merger,
sale or transfer is not the same for each share of Common Stock of
the Company held immediately prior to such consolidation, merger,
sale or transfer by other than a constituent entity or an affiliate
thereof and in respect of which such rights or election shall not
have been exercised ("Non-Electing Share"), then for the purpose of
this Section 8.2 the kind and amount of securities, cash and other
property receivable upon such consolidation, merger, sale or
transfer by each Non-Electing Share shall be deemed to be the kind
and amount so receivable per share by a plurality of the non-
electing shares).  If necessary, appropriate adjustment shall be
made in the application of the provision set forth herein with
respect to the rights and interests thereafter of the holder of
Warrants, to the end that the provisions set forth herein shall
thereafter correspondingly be made applicable, as nearly as may
reasonably be, in relation to any shares of stock or other
securities or property thereafter deliverable on the exercise of
the Warrants.  The above provisions shall similarly apply to
successive consolidations, mergers, sales, transfers, capital
reorganizations and reclassifications.  The Company shall not
effect any such consolidation, merger, sale or transfer unless
prior to or simultaneously with the consummation thereof the
successor company or entity (if other than the Company) resulting
from such consolidation, merger, sale or transfer assumes, by
written instrument, the obligation to deliver to the holder of
Warrants such shares of stock, securities or assets as, in
accordance with the foregoing provision, such holder may be
entitled to receive under this Section 8.2.

8.3  Statement of Warrants.  Irrespective of any adjustments
in the Warrant Price of the number or kind of shares purchasable
upon the exercise of this Warrant, this Warrant certificate or
certificates hereafter issued may continue to express the same
price and number and kind of shares as are stated in this Warrant.

Section 9.  Fractional Shares.  Any fractional shares of
Common Stock issuable upon exercise of the Warrants shall be
rounded to the nearest whole share or, at the election of the
Company, the Company shall pay the holder thereof an amount in cash
equal to the closing bid price thereof.  Whether or not fractional
shares are issuable upon exercise shall be determined on the basis
of the total number of Warrants the holder is at the time
exercising and the number of shares of Common Stock issuable upon
such exercise.

Section 10.  No Rights as Stockholders:  Notices to
Warrantholders.  Nothing contained in this Warrant shall be
construed as conferring upon the Warrantholder or its transferees
any rights as a stockholder of the Company, including the right to
vote, receive dividends, consent or receive notices as a
stockholder with respect to any meeting of stockholders for the
election of directors of the Company or any other matter.  If,
however, at any time prior to the Expiration Time and prior to the
exercise of this Warrant, any of the following events shall occur:

(a)  any action which would require an adjustment pursuant to
Section 8.1; or

(b)  a dissolution, liquidation or winding up of the Company or any
consolidation, merger or sale of its property, assets and business
as an entirety; then in any one or more of said events, the Company
shall give notice in writing of such event to the Warrantholder at
least ten (10) days prior to the date fixed as a record date or the
date of closing the transfer books for the determination of the
shareholders entitled to any relevant dividend, distribution,
subscription rights, or other rights or for the effective date of
any dissolution, liquidation of winding up or any merger,
consolidation, or sale of substantially all assets, but failure to
mail or receive such notice or any defect therein or in the mailing
thereof shall not affect the validity of any such action taken.
Such notice shall specify such record date or the effective date,
as the case may be.

Section 12.  Miscellaneous.

(a)  Benefits of this Agreement.  Nothing in this Warrant shall be
construed to give to any person or corporation other than the
Company and the Warrantholder any legal or equitable right, remedy
or claim under this Warrant, and this Warrant shall be for the sole
and exclusive benefit of the Company and the Warrantholder.

(b)  Rights Cumulative; Waivers.  The rights of each of the parties
under this Warrant are cumulative.  The rights of each of the
parties hereunder shall not be capable of being waived or varied
other than by an express waiver or variation in writing.  Any
failure to exercise or any delay in exercising any of such rights
shall not operate as a waiver or variation of that or any other
such right.  Any defective or partial exercise of any of such
rights shall not preclude any other or further exercise of that or
any other such right.  No act or course of conduct or negotiation
on the part of any party shall in any way preclude such party from
exercising any such right or constitute a suspension or any
variation of any such right.

(c)  Benefit; Successors Bound.  This Warrant and the terms,
covenants, conditions, provisions, obligations, undertakings,
rights, and benefits hereof, shall be binding upon, and shall inure
to the benefit of, the parties hereto and their heirs, executors,
administrators, representatives, successors, and permitted assigns.

(d)  Entire Agreement.  This Warrant contains the entire agreement
between the parties with respect to the subject matter hereof.
There are no promises, agreements, conditions, undertakings,
understandings, warranties, covenants or representations, oral or
written, express or implied, between them with respect to this
Warrant or the matters described in this Warrant, except as set
forth in this Warrant.  Any such negotiations, promises, or
understandings shall not be used to interpret or constitute this
Warrant.

(e)  Assignment.  This Warrant may be assigned if the Assignment of
Warrant, attached as Exhibit 2 to this Warrant, is properly
completed, executed and delivered to the Company.

(f)  Amendment.  This Warrant may be amended only by an
instrument in writing executed by the parties hereto.

(g)  Severability.  Each part of this Warrant is intended to
be severable.  In the event that any provision of this Warrant is
found by any court or other authority of competent jurisdiction to
be illegal or unenforceable, such provision shall be severed or
modified to the extent necessary to render it enforceable and as so
severed or modified, this Warrant shall continue in full force and
effect.

(h)  Notices.  Notices required or permitted to be given
hereunder shall be in writing and shall be deemed to be
sufficiently given when personally delivered (by hand, by courier,
by telephone line facsimile transmission, receipt confirmed, or
other means) or sent by certified mail, return receipt requested,
properly addressed and with proper postage pre-paid (i) if to the
Company, at its executive office (ii) if to the Subscriber, at the
address set forth under its name in the Purchase Agreement, with a
copy to its designated attorney and (iii) if to any other
Subscriber, at such address as such Subscriber shall have provided
in writing to the Company, or at such other address as each such
party furnishes by notice given in accordance with this Section
12(b), and shall be effective, when personally delivered, upon
receipt and, when so sent by certified mail, four (4) business days
after deposit with the United States Postal Service.

(i)  Governing Law.  This Agreement shall be governed by the
interpreted in accordance with the laws of the State of California
without reference to its conflicts of laws rules or principles.
Each of the parties consents to the exclusive jurisdiction of the
federal courts of the State of California in connection with any
dispute arising under this Agreement and hereby waives, to the
maximum extent permitted by law, any objection, including any
objection based on forum non coveniens, to the bringing of any such
proceeding in such jurisdictions.

(j)  Consents.  The person signing this Warrant on behalf of
the Company hereby represents and warrants that he has the
necessary power, consent and authority to execute and deliver this
Warrant on behalf of the Company.

(l)  Further Assurances.  In addition to the instruments and
documents to be made, executed and delivered pursuant to this
Warrant, the parties hereto agree to make, execute and deliver or
cause to be made, executed and delivered, to the requesting party
such other instruments and to take such other actions as the
requesting party may reasonably require to carry out the terms of
this Warrant and the transactions contemplated hereby.

(m)  Section Headings.  The Section headings in this Warrant
are for reference purposes only and shall not affect in any way the
meaning or interpretation of this Warrant.

(n)  Construction.  Unless the context otherwise requires, when
used herein, the singular shall be deemed to include the plural,
the plural shall be deemed to include each of the singular, and
pronouns of one or no gender shall be deemed to include the
equivalent pronoun of the other or no gender.

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

COMPANY:

3 Si Holdings, Inc.


By: ________________________
     Frank Backes, President

                            EXHIBIT 1

                  ELECTION TO EXERCISE WARRANT


The undersigned hereby irrevocably elects to exercise the right of
purchase represented by the within Warrant for, and to purchase
thereunder, _______shares of Common Stock ("Shares") provided for
therein, and requests that certificates for the Shares be issued in
the name of:*

Name:___________________________________________________________
Address:_________________________________________________________
Social Security No.________________________________________________
or Tax ID Number:_________________________________________________

and, if such number of Shares shall not be all of the Shares
purchasable under the Warrant, that a new Warrant certificate for
the balance of the Shares purchasable under the within Warrant be
registered in the name of the undersigned Warrantholder or his
Assignee* as indicated below and delivered to the address stated
below:

Dated: _________________, 19___

Name of Warrantholder of
Assignee (Please
Print)_____________________________________________

Address:_________________________________________________________

Signature:________________________________________________________

Signature Guaranteed:______________________________________________
                            Signature of Guarantor

____________________

*  The Warrant contains restrictions on sale, assignment or
transfer.

**  Note:  The above signature must correspond with the name as
written on the face of this Warrant certificate in every
particular, without alteration or enlargement or any change
whatever, unless this warrant has been assigned.

                           EXHIBIT 2

                     ASSIGNMENT OF WARRANT

(To be signed only upon assignment of Warrant)*



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

________________________________________________________________

________________________________________________________________
(Name and Address of Assignee must be Printed or Typewritten)

the within Warrant, hereby irrevocably constituting and appointing
_________Attorney to transfer said Warrant on the books of the
Company, with full power of substitution in the premises.


Dated: ___________________, 19____



________________________________**
Signature of Registered Holder


Signature Guaranteed: ________________________________
Signature of Guarantor


____________________

*  The Warrant contains restrictions on sale, assignment or
transfer.

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