THE SECURITIES  REPRESENTED BY THIS WARRANT HAVE NOT BEEN  REGISTERED  UNDER THE
SECURITIES ACT OF 1933, AS AMENDED,  OR APPLICABLE  STATE  SECURITIES  LAWS. THE
SECURITIES  HAVE BEEN ACQUIRED FOR  INVESTMENT  AND MAY NOT BE OFFERED FOR SALE,
SOLD,  TRANSFERRED  OR  ASSIGNED  IN THE  ABSENCE OF AN  EFFECTIVE  REGISTRATION
STATEMENT FOR THE SECURITIES  UNDER THE  SECURITIES ACT OF 1933; AS AMENDED,  OR
APPLICABLE  STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL IN A FORM REASONABLY
SATISFACTORY  TO THE ISSUER THAT  REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR
APPLICABLE  STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID
ACT.

                                 FUTUREONE, INC.

                        WARRANT TO PURCHASE COMMON STOCK

     This certifies that, for good and valuable  consideration,  the receipt and
sufficiency of which are hereby acknowledged, Joseph Charles & Assoc., Inc. (the
"Holder") is entitled to subscribe  for and purchase  forty-seven  thousand five
hundred (47,500) shares (subject to adjustment from time to time pursuant to the
provisions of Section 5 hereof; of fully paid and nonassessable Common Stock (as
defined below) of FutureOne,  Inc., a Nevada corporation (the "Company"), at the
Warrant Price (as defined in Section 2 hereof),  subject to the  provisions  and
upon the terms and conditions hereinafter set forth.

     As used herein, the term "Common Stock" shall mean the Company's  presently
authorized  common stock,  $.001 par value, and any stock into or for which such
Common Stock may hereafter be converted or exchanged.

     1. TERM OF WARRANT.  The purchase  right  represented  by this Warrant with
respect to  twenty-three  thousand seven hundred fifty (23,750) shares of Common
Stock  is  exercisable,  in whole or in part,  at any  time  during  the  period
beginning  on the date hereof and ending on the fifth (5th)  anniversary  of the
date hereof. The purchase right (the "Contingent Purchase Right") represented by
this Warrant with respect to twenty-three thousand seven; hundred fifty (23,750)
shares of Common Stock (the "Contingent Shares") is exercisable,  in whole or in
part, at any time during the period  beginning on the date of a FutureOne Common
Stock  Conversion  or a RMI Stock  Conversion  as set  forth in the 12%  Secured
Convertible  Promissory  Note made by the  Company to 12 Squared  Partners,  LLC
dated as of October  22,  1999 (the  "Promissory  Note") and ending on the fifth
(5th)  anniversary  of the date hereof;  provided  that if only a portion of the
principal  amount of the  Promissory  Note is  converted,  a pro rata  number of
Contingent  Shares  shall  become  exercisable  hereunder  as a  result  of such
conversion;  provided,  further,  that the calculation of the pro rata number of
Contingent  Shares that shall become  exercisable  hereunder shall not take into
account,  or be contingent  upon the conversion of, any accrued  interest on the
Promissory Note.

     2. WARRANT  PRICE.  The initial  exercise price of this Warrant is $.75 per
share,  subject to adjustment  from time to time  pursuant to the  provisions of
Section 5 hereof (the "Warrant Price").
<PAGE>
     3. METHOD OF EXERCISE;  PAYMENT; ISSUANCE OF NEW WARRANT; EXERCISE. Subject
to Section 1 hereof,  the  purchase  right  represented  by this  Warrant may be
exercised by the Holder  hereof,  in whole or in part,  by the surrender of this
Warrant  (with the notice of  exercise  form  attached  hereto as Exhibit A duly
executed)  at the  principal  office of the  Company  and by the  payment to the
Company  of an  amount  equal to the then  applicable  Warrant  Price  per share
multiplied by the number of shares then being purchased (the "Aggregate Exercise
Price") either (i) by cash,  check or wire transfer,  (ii) by Cashless  Exercise
(as defined below) or (iii) by cancellation by the Holder of indebtedness of the
Company to the Holder. The holder of this Warrant may, at its election exercised
in its sole  discretion,  exercise this Warrant in whole or in part and, in lieu
of making the cash payment or loan forgiveness otherwise contemplated to be made
to the Company upon such  exercise in payment of the Aggregate  Exercise  Price,
elect instead to receive upon such exercise the "Net Number" of shares of Common
Stock determined according to the following formula (a "Cashless Exercise"):

                         Net Number - (A x B) - (A x C)
                                      -----------------
                                              B

     For purposes of the foregoing formula:

          A = the total  number of shares with  respect to which this Warrant is
          then being exercised.

          B = the Market  Price as of the date of the Exercise  Notice.  "Market
          Price"   means,   with  respect  to  any  security  for  any  date  of
          determination  that price which  shall be  computed as the  arithmetic
          average of the  closing  bid prices for such  security  on each of the
          five (5) consecutive  trading days  immediately  preceding the date of
          notice requiring suck  determination  (all such  determinations  to be
          appropriately adjusted for any stock dividend,  stock split or similar
          transaction during the pricing period).

          C = the Warrant Price then in effect for the applicable Warrant Shares
          at the time of such exercise.

The Company agrees that the shares purchased pursuant to this Section 3 shall be
deemed to be issued to the Holder hereof or the designee of the Holder hereof as
the record owner of such shares as of the close of business on the date on which
this  Warrant  shall have been  surrendered  and payment made for such shares as
aforesaid.  In the event of any exercise of this Warrant,  certificates  for the
shares of stock so  purchased  shall be  delivered  to the Holder  hereof or the
designee of the Holder hereof within 15-days thereafter and, unless this Warrant
has been fully exercised or expired,  a new Warrant  representing the portion of
the shares;  if any, with respect to which this Warrant shall not then have been
exercised,  shall also be issued to the Holder hereof within such 15-day period.

                                       2
<PAGE>
     4. STOCK FULLY PAID;  RESERVATION  OF SHARES.  All Common Stock that may be
issued upon the exercise of this Warrant will, upon issuance,  be fully paid and
nonassessable,  and free from all taxes,  liens and charges  with respect to the
issue thereof.  The Company shall at all times reserve and keep available,  free
from preemptive  rights,  out of its authorized but unissued  Common Stock,  the
full number of shares of Common Stock or other  security then  deliverable  upon
exercise of this Warrant.

     5.  (a)   ADJUSTMENT   FOR   DIVIDENDS   IN  OTHER   STOCK   AND   PROPERTY
RECLASSIFICATIONS.  In case at any time or from time to time the  holders of the
Common Stock (or any shares of stock or other  securities at the time receivable
upon the  exercise of this  Warrant)  shall have  received,  or, on or after the
record date fixed for the  determination  of eligible  shareholders,  shall have
become entitled to receive, without payment therefor,

          (1) Other or additional stock or other.  Securities or property (other
     than cash) by way of dividend,

          (2) any cash or other property paid or payable out of any source, or

          (3)  other  or  additional  stock  or  other  securities  or  property
     (including  cash)  by  way  of  stock-split,  spin-off,   reclassification,
     combination of shares or similar corporate rearrangement

(other  than (x) shares of Common  Stock or any other stock or  securities  into
which such  Common  Stock shall have been  exchanged,  or (y) any other stock or
securities  convertible into or exchangeable for such Common Stock or such other
stock or  securities),  then and in each such case a holder,  upon the  exercise
hereof as  provided  in Section 3, shall be  entitled  to receive  the amount of
stock and other securities and property (including cash in the cases referred to
in clauses (2) and (3) above)  which such holder  would hold on the date of such
exercise if as of the date hereof (the "Issuance Date's such holder had been the
holder of record of the number of shares of Common  Stock called for on the fact
of this Warrant, and had thereafter, during the period from the Issuance Date to
and including the date of such  exercise,  retained such shares and/or all other
or additional  stock and other  securities and property  (including  cash in the
cases  referred to in clause (2) and (3) above)  receivable  by it as  aforesaid
during such  period,  giving  effect to all  adjustments  called for during such
period by Sections 5(a) and 5(b).

     (b) ADJUSTMENT FOR REORGANIZATION, CONSOLIDATION AND MERGER. In case of any
reorganization  of the  Company  (or any  other  corporation  the stock or other
securities of which are at the time  receivable on the exorcise of this Warrant)
or  reclassification  of its securities  after the Issuance Date, or the Company
(or any such other  corporation)  shill  consolidate  with or merge into another
corporation or entity or convey or exchange all or substantially  all its assets
to another  corporation or entity, then and in each such cast the holder of this
Warrant, upon the exercise hereof as provided in Section 3 at any time after the

                                       3
<PAGE>
consummation of such reorganization,  reclassification,  consolidation,  merger,
conveyance  or exchange,  shall be entitled to receive,  in lieu of the stock or
other securities and property receivable upon the exercise of this Warrant prior
to such  consummation,  the stock or other  securities or property to which such
holder  would  have bean  entitled  upon such  consummation  if each  holder had
exercised  this  Warrant  immediately  prior  thereto,  all  subject  to further
adjustment  as provided in Sections  5(a),  (b), (c) and (d); in each such case,
the terms of this Warrant  shall be  applicable  to the sharps of stock or other
securities or property  receivable  upon the exercise of this Warrant after such
consummation.

     (c) ADJUSTMENT FOR CERTAIN DIVIDENDS AND  DISTRIBUTIONS.  If the Company at
any  time  or  from  time  to  time  makes,  or  fixes  a  record  date  for the
determination  of  holders  of  Common  Stock  (or any  shares of stock or other
securities at the time receivable upon the exercise of this Warrant) entitled to
receive,  a dividend or other  distribution  payable in additional shares of (x)
Common Stock or any other stock or securities into which such Common Stock shall
have been exchanged,  or (y) any other stock or securities  convertible  into or
exchangeable  for such Common Stock or such other stock or securities,  then and
in each such event:

          (1) the Warrant Price then in effect shall be decreased as of the time
of the issuance of such  additional  shares or, in the event such record date is
fixed,  as of the close of business  on such record  date,  by  multiplying  the
Warrant  Price then in effect by a fraction  (A) the  numerator  of which is the
total number of shares of Common Stock issued and outstanding  immediately prior
to the time of such  issuance or the close of business on such record date,  and
(B) the denominator of which shall be the total number of shares of Common Stock
issued and  outstanding  immediately  prior to the time of such  issuance or the
close of  business  on such  record  date as the case may be, plus the number of
shares of Common  Stock  issuable in payment of such  dividend or  distribution;
provided,  however,  that if such record date, is fixed and such dividend is not
fully paid or if such distribution is not fully made on the date fixed therefor,
the Warrant Price shall be recomputed accordingly as of the close of business on
such record date, and thereafter the Warrant  Exercise Price,  shall be adjusted
pursuant to this Section 5(c) as of the time of actual payment of such dividends
or distributions; and

          (2) the number of shares of Common Stock  theretofore  receivable upon
the exercise of this Warrant shall be increased, as of the time of such issuance
or, in the event such record date is fixed,  as of the close of business on such
record date, in inverse proportion to the decrease in the Warrant Price.

     (d) STOCK SPLIT AND REVERSE STOCK SPLIT. If the Company at any time or from
time to time  effects a stock split or  subdivision  of the  outstanding  Common
Stock, the Warrant Price then in effect  immediately  before that stock split or
subdivision  shall be  proportionately  decreased  and the  number  of shares of
Common Stock  theretofore  receivable upon the exercise of this Warrant shall be
proportionately  increased.  If the  Company  at any  time or from  time to time
effects a reverse stock split or combines the outstanding shares of Common Stock

                                       4
<PAGE>
into a smaller  number of shares,  the Warrant Price then in effect  immediately
before  that  reverse  stock  split  or  combination  shall  be  proportionately
increased and the number of shares of Common Stock  theretofore  receivable upon
the exercise of this Warrant shall be proportionately decreased. Each adjustment
under this Section  5(d) shall become  effective at the close of business on the
date the stock split,  subdivision,  reverse stock split or combination  becomes
effective.

     6.  REGISTRATION OF WARRANT  SECURITIES.  If, at any time commencing on the
date hereof and expiring on the sixth (6th) anniversary, the Company proposes to
register any of its securities under the Securities Act of 1933, as amended (the
"Securities Act's, (other than in connection with a transaction  contemplated by
Rule 145(a)  promulgated  under the Securities Act or pursuant to Foam S-4, Form
S-8 or any successor  form  thereto),  the Company shall give written  notice by
registered  or  certified  mail at least thirty (30) days prior to the filing of
each such  registration  statement,  to the  holder of this  Warrant  and/or any
shares of Common Stock issued upon  conversion  hereof  (collectively,  "Warrant
Securities")  of its  intention  to do so. If holders of the Warrant  Securities
notify the Company in writing not more than fifteen  (15) days after  receipt of
such  notice of their  desire to include  any such  Warrant  Securities  in such
proposed registration  statement,  the Company shall (subject to the limitations
described  below) afford such holders of the Warrant  Securities the opportunity
to  have  any  such  Warrant  Securities   registered  under  such  registration
statement.  Notwithstanding  the foregoing,  the Company shall have the right at
any time after it shall have given written notice of such proposed  registration
(irrespective  of whether a written  request for  inclusion  of any such Warrant
Securities  shall  have  been  made)  to elect  not to file  any  such  proposed
registration  statement,  or to withdraw  the same after the filing but prior to
the  effective  date  thereof.  The Company shall not be obligated to effect any
piggyback  registration  of  Warrant  Securities  more than one time;  provided,
however,  if the  number of  Warrant  Securities  that are to be  included  in a
piggyback  registration is reduced pursuant to this Section 6, the Company shall
be obligated to effect one additional piggyback registration with respect to the
Warrant Securities.

     Notwithstanding  the  foregoing,  if the managing  underwriter  of any such
registered offering advises the Company in writing that the number of securities
such  holders  of  Warrant  Securities,  the  Company  and any other  persons or
entities having  registration  rights  (regardless of whether such  registration
tights were granted on, prior to or  subsequent  to the date of issuance of this
Warrant)   intend  to  include  in  such  offering   should,   in  the  managing
underwriter's sole discretion,  be limited,  then the amount of securities to be
offered  for the  account  of  holders  of  Warrant  Securities,  along with the
securities  of  any  other  persons  or  entities  having   registration  rights
(regardless  of whether  such  registration  rights were granted on, prior to or
subsequent to the date of issuance of this  Warrant),  but excluding  securities
that the Company intends to sell for its own account  included in such offering,
shall be reduced pro rata to the extent necessary to reduce the aggregate amount
of securities  proposed to be registered to the aggregate amount  recommended by
the managing underwriter.

     Each  Holder  of five  percent  or  more of  Common  Stock,  whose  Warrant
Securities are covered by a registration  statement  pursuant to this Section 6,
agrees,  if requested by the managing  underwriter in an underwritten  offering,
not to effect any public sale or distribution of securities of the same class as
the  securities  included  in  such  registration  statement,  including  a sale
pursuant to Rule 144 under the  Securities  Act of 1933,  as amended  (except as
part of such underwritten registration),  during the 10-day period prior to, and
during the 180-day  period  beginning on the closing  date of each  underwritten
offering made pursuant to such registration statement.

                                       5
<PAGE>
     With respect to any piggyback  registration  involving Warrant  Securities,
the Company shall pay all registration  expenses in connection with the any such
registration  but  excluding  underwriting  discounts and  commissions,  if any,
relating to the sale or  disposition of Warrant  Securities by holders  thereof,
any transfer  tax payable with respect  thereto and the fees and expenses of any
holder's  counsel.  The Company  shall agree to indemnify  the holder of Warrant
Securities  which are  included  in a  registration  statement  pursuant  hereto
substantially  to the  same  extent  as the  Company  agrees  to  indemnify  the
underwriters in the underwriting agreement, and the holder of Warrant Securities
participating  in such  offering  shall agree to  indemnify  the Company and any
underwriter with respect to information  furnished by them for inclusion therein
substantially  to the same  extent  as the  underwriters  have  indemnified  the
Company in the underwriting agreement.  Notwithstanding anything to the contrary
contained  herein,  Holder  shall be liable  under this  Section 6 for only that
amount as does not exceed the net  proceeds to Holder as a result of the sale of
Warrant Securities pursuant to such registration statement. The Company will use
its best  efforts to permit  any  prospectus  used  pursuant  to a  registration
statement  contemplated hereby to remain effective for a period of not less than
ninety (90) days (or, to the extent  Holder holds 5% or more of Common Stock and
is subject to the terms of a lock-up  arrangement  or other carve outs requested
by the  managing  underwriter  in any such  registration,  not less than 90 days
after  the  expiration  of any  such  lock-up)  from the  effective  date of the
registration  statement  or  amendment  thereto  in  which  such  prospectus  is
contained.  The  Company may require  each  holder of Warrant  Securities,  as a
condition to  registration,  to furnish the Company such  information  regarding
such seller and the  distribution  of such  securities  as may be required to be
included in any registration statement or amendment thereto that the Company may
request in writing.  To the extent  Holder  holds five percent or more of Common
Stock,  Holder shall agree to be bound by the terms of any lock-up  arrangements
or  other  covenants   requested  by  the  managing   underwriter  in  any  such
registration and to complete and execute all questionnaires, powers of attorney,
indemnities,  underwriting  agreements  and  other  documents,  instruments  and
agreements  required  under  the  terms  of such  underwriting  arrangements  or
otherwise  reasonably  requested by the Company or the underwriter in connection
therewith.

     The  Company  shall use its best  efforts to  promptly  file all  documents
required to be filed with the  Securities  and Exchange  Commission  pursuant to
Sections 13(a),  13(c),  14 or 15(d) of the Securities  Exchange Act of 1934, as
amended.

     7. NOTICE OF ADJUSTMENTS. Whenever any adjustment is required to be made as
provided in Section 5, the Company shall promptly notify the Holder,  describing
in reasonable detail the adjustment and method of calculation used.

     8. FRACTIONAL SHARES. In the sole discretion of the Company, instead of any
fraction of a share  which would  otherwise  be  issuable  upon  exercise of the
Warrant,  the Company shall pay a cash adjustment in respect of such fraction in
an amount  equal to the same  fraction  of the market  price per share of Common
Stock (as  reasonably  determined in good faith by the Hoard of Directors of the
Company), at the close of business on the date of exercise.

                                       6
<PAGE>
     9.  COMPLIANCE  WITH THE ACT.  The Holder of this  Warrant,  by  acceptance
hereof,  agrees that this  Warrant  and the shares of Common  Stock to be issued
upon  exercise  hereof are being  acquired for  investment  and that it will not
offer,  sell or otherwise  dispose of this Warrant or any shares of Common Stock
to be issued upon  exercise  hereof  except under  circumstances  which will not
result in a violation of the Act or any state securities laws.

     10. MISCELLANEOUS.

     (a) NO RIGHTS AS  STOCKHOLDER.  Except as otherwise  specifically  provided
herein,  no holder of this Warrant,  solely by virtue of such holding,  shall be
entitled to vote or receive  dividends  or be deemed the holder of shares of the
Company  for any  purpose,  nor shall  anything  contained  in this  Warrant  be
construed  to confer  upon the holder  hereof,  as such,  any of the rights of a
stockholder of the Company or any right to vote, give or withhold consent to any
corporate action (whether a reorganization,  issue of stock, reclassification of
stock,  consolidation,  merger,  conveyance  or  otherwise),  receive  notice of
meetings,  receive dividends or subscription rights, or otherwise,  prior to the
issuance  of the shares of Common  Stock  which the Holder is then  entitled  to
receive upon the due exercise of this Warrant.

     (b)  REPLACEMENT.  On receipt of an  executed  Lost  Warrant  Affidavit  in
substantially  the  form  annexed  hereto  as  Exhibit  B of  the  loss,  theft,
destruction  or  mutilation  of this Warrant and, in the case of loss,  theft or
destruction,   on  delivery  of  an  indemnity  agreement,  or  bond  reasonably
satisfactory in form and amount to the Company or, in the case of mutilation, on
surrender  and  cancellation  of this  Warrant,  the  Company,  at the  Holder's
expense,  will execute and deliver,  in lieu of this  Warrant,  a new Warrant of
like tenor.

     (c) NOTICE. Any notice given to either party under this Warrant shall be in
writing,  and any  notice  hereunder  shall be deemed to have  been  given  when
delivered or  telecopied  or, if mailed,  when  mailed,  if sent  registered  or
certified,  addressed to the Company at its principal  executive  offices and to
the Holder at its  address  set forth in the  Company's  books and records or at
such other address as the Holder may have provided to the Company in writing.

     (d)  GOVERNING  LAW.  This  Warrant  shall be governed by and  construed in
accordance  with the laws of the State of Arizona without regard to conflicts of
law principles.

     (e)  SEVERABILITY.  In the  event  that  any one or more of the  provisions
contained  herein,  or the  application  thereof in any  circumstances,  is held
invalid,  illegal or unenforceable in any respect for any reason,  the validity,
legality and  enforceability of any such provision in every other respect and of
the  remaining  provisions  contained  herein  shall not be in any way  impaired
thereby,  it being  intended that all of the rights and privileges of the Holder
shall be enforceable to the fullest extent permitted by law.

     (f) ENTIRE AGREEMENT.  This Warrant is intended to be a final expression of
agreement  and is intended to be the  complete  and  exclusive  statement of the
agreement  and  understanding  of the Holder and the Company with respect to the
subject matter contained herein. There are no restrictions, promises, warranties
or undertakings,  other than those set forth or referred to herein. This Warrant
supersedes all prior  agreements and  understandings  between the Holder and the
Company with respect to such subject matter.

                                       7
<PAGE>
     IN  WITNESS  WHEREOF,  this  Warrant  is  executed  as of the  17th  day of
December, 1999.

                                        FUTUREONE, INC., a Nevada corporation


                                        By: /s/ Earl J. Carl
                                            ------------------------------------
                                            Name:  Earl J. Carl
                                            Title: President
                                            Date:  January 27, 2000

                                       8
<PAGE>
                                    EXHIBIT A

                               NOTICE OF EXERCISE

T0: FUTUREONE, INC.

     1. The  undersigned  hereby  elects to purchase  shares of Common  Stock of
Future0ne,  Inc.  pursuant  to the terms of the  attached  Warrant,  and tenders
herewith payment of the purchase price of such shares in full in accordance with
the provisions of the following section of the attached Warrant:

               ___  Section 3(i)

               ___  Section 3(ii)

               ___  Section 3(iii)

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

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

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

     3. The undersigned represents that the aforesaid shares of Common Stock are
being acquired for the account of the  undersigned for investment and not with a
view to, or for resale in connection with, the distribution thereof and that the
undersigned will not offer,  sell or otherwise dispose of any such shares except
under circumstances that will not result in a violation of the Securities Act of
1933, as amended, or any state securities law.


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

                                      A-1
<PAGE>
                                   EXHIBIT B

                           FORM OF AFFIDAVIT OF LOSS

STATE OF       )
               ) ss:
COUNTY OF      )

     The undersigned  (hereinafter  "Deponent"),  being duly sworn,  deposes and
says that:

     1. Deponent is an adult whose mailing address is:

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

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

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

     2. Deponent is the recipient of a Warrant (the  "Warrant")  from Future0ne,
Inc.  (the  "Company"),  dated  as of  December  17,  1999 for the  purchase  of
forty-seven  thousand five hundred  (47,500)  shares of Common Stock,  par value
$.001 per share, of the Company, at an exercise price of $0.75 per share.

     3. The Warrant has been lost,  stolen,  destroyed or  misplaced,  under the
following circumstances:

     4. The Warrant was not endorsed.

     5. Deponent has made a diligent search for the Warrant, and has been unable
to find or recover same, and Deponent was the unconditional owner of the Warrant
at the time of loss,  and is  untitled  to the  full  and  exclusive  possession
thereof;  that neither the Warrant nor the rights of Deponent  therein  have, in
whole or in part, been assigned, transferred, hypothecated, pledged or otherwise
disposed of, in any manner whatsoever,  and that no person,  firm or corporation
other than the Deponent has any right,  title, claim, equity or interest in, to,
or respecting the Warrant.

     6. Deponent makes this Affidavit for the purpose of requesting and inducing
the  Company  and its  agents to issue a new  warrant  in  substitution  for the
Warrant.

     7. If the Warrant should ever come into the hands,  custody or power of the
Deponent or the Deponent's representatives, agents or assigns, the Deponent will
immediately and without consideration  surrender the Warrant to the Company, its
representatives,  agents or assigns,  its transfer agents or subscription agents
for cancellation.

                                       B-1
<PAGE>
     8. The Deponent in its sole discretion  shall either (i) indemnify and hold
harmless the Company from any claim or demand for payment or reimbursement of my
party arising in connection  with the subject  matter of this  Affidavit or (ii)
provide the Company with a bond  reasonable  satisfactory to the Company in form
and amount.

Signed, sealed and dated:
                         _________________


                                        ----------------------------------------
                                        Deponent

Sworn to and subscribed before me this
_____ day of _________________, _____


-------------------------------------
Notary Public

                                       B-2