EXHIBIT 10.41


THESE  SECURITIES  HAVE NOT BEEN  REGISTERED  WITH THE  SECURITIES  AND EXCHANGE
COMMISSION  OR THE  SECURITIES  COMMISSION  OF ANY  STATE  IN  RELIANCE  UPON AN
EXEMPTION  FROM  REGISTRATION  UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), AND, ACCORDINGLY,  MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT
TO AN EFFECTIVE  REGISTRATION  STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO
AN  AVAILABLE   EXEMPTION  FROM,  OR  IN  A  TRANSACTION  NOT  SUBJECT  TO,  THE
REGISTRATION   REQUIREMENTS  OF  THE  SECURITIES  ACT  AND  IN  ACCORDANCE  WITH
APPLICABLE  STATE  SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO
THE  TRANSFEROR  TO SUCH  EFFECT,  THE  SUBSTANCE  OF WHICH SHALL BE  REASONABLY
ACCEPTABLE TO THE COMPANY.


                          COMMON STOCK PURCHASE WARRANT
W3-

                To Purchase __________ Shares of Common Stock of

                             SmartServ Online, Inc.

      THIS COMMON STOCK PURCHASE  WARRANT  CERTIFIES  that, for value  received,
__________________________  (the  "Holder"),  is  entitled,  upon the  terms and
subject to the limitations on exercise and the conditions hereinafter set forth,
at any time on or after December 1, 2004 (the "Initial Exercise Date") and on or
prior to the close of business on the second anniversary of the Initial Exercise
Date (the "Termination Date") but not thereafter,  to subscribe for and purchase
from SmartServ  Online,  Inc., a Delaware  corporation  (the  "Company"),  up to
_________  shares (the  "Warrant  Shares") of Common  Stock,  par value $.01 per
share, of the Company (the "Common  Stock").  The purchase price of one share of
Common Stock (the "Exercise Price") under this Warrant shall be $2.50 subject to
adjustment  hereunder.  The Exercise  Price and the number of Warrant Shares for
which the  Warrant is  exercisable  shall be subject to  adjustment  as provided
herein.

                                       1
<PAGE>

      1.  Title  to  Warrant.  Prior to the  Termination  Date  and  subject  to
compliance with applicable laws and Section 7 of this Warrant,  this Warrant and
all rights  hereunder  are  transferable,  in whole or in part, at the office or
agency of the  Company by the Holder in person or by duly  authorized  attorney,
upon surrender of this Warrant  together with the Assignment Form annexed hereto
properly  endorsed.  The transferee shall sign an investment  letter in form and
substance reasonably satisfactory to the Company.

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

      3. Exercise of Warrant.

            (a) Except as provided in Section 4 herein, exercise of the purchase
rights  represented by this Warrant may be made at any time or times on or after
the Initial Exercise Date and on or before the Termination Date by the surrender
of this Warrant and the Notice of Exercise Form annexed hereto duly executed, at
the office of the Company  (or such other  office or agency of the Company as it
may  designate by notice in writing to the  registered  Holder at the address of
such  Holder  appearing  on the books of the  Company)  and upon  payment of the
Exercise  Price of the shares  thereby  purchased by wire  transfer or cashier's
check drawn on a United States bank or by means of a cashless  exercise pursuant
to Section 3(c),  the Holder shall be entitled to receive a certificate  for the
number of Warrant Shares so purchased. Certificates for Warrant Shares purchased
hereunder  shall be delivered  to the Holder  within five (5) trading days after
the date on which this  Warrant  shall have been  exercised as  aforesaid.  This
Warrant  shall  be  deemed  to have  been  exercised  and  such  certificate  or
certificates shall be deemed to have been issued, and Holder or any other person
so  designated  to be named  therein  shall be deemed to have become a holder of
record of such  shares for all  purposes,  as of the date the  Warrant  has been
exercised by payment to the Company of the Exercise Price and all taxes required
to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of
such shares, have been paid.

            (b) If this Warrant shall have been  exercised in part,  the Company
shall, at the time of delivery of the  certificate or certificates  representing
Warrant Shares,  deliver to Holder a new Warrant evidencing the rights of Holder
to purchase the unpurchased Warrant Shares called for by this Warrant, which new
Warrant shall in all other respects be identical with this Warrant.

      4.  No  Fractional   Shares  or  Scrip.  No  fractional  shares  or  scrip
representing  fractional  shares  shall  be  issued  upon the  exercise  of this
Warrant.  As to any fraction of a share which Holder would otherwise be entitled
to purchase  upon such  exercise,  the Company  shall pay a cash  adjustment  in
respect of such final fraction in an amount equal to such fraction multiplied by
the Exercise Price.

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<PAGE>

      5.  Charges,  Taxes and  Expenses.  Issuance of  certificates  for Warrant
Shares shall be made without  charge to the Holder for any issue or transfer tax
or other incidental expense in respect of the issuance of such certificate,  all
of which taxes and expenses shall be paid by the Company,  and such certificates
shall be  issued  in the name of the  Holder  or in such name or names as may be
directed by the Holder;  provided,  however,  that in the event certificates for
Warrant  Shares are to be issued in a name  other  than the name of the  Holder,
this  Warrant  when  surrendered  for  exercise  shall  be  accompanied  by  the
Assignment Form attached hereto duly executed by the Holder; and the Company may
require, as a condition thereto, the payment of a sum sufficient to reimburse it
for any transfer tax incidental thereto.

      6. Closing of Books.  The Company will not close its stockholder  books or
records in any  manner  which  prevents  the timely  exercise  of this  Warrant,
pursuant to the terms hereof.

      7. Transfer, Division and Combination.

            (a) Subject to compliance  with any applicable  securities  laws and
the  conditions  set forth in Sections 1 and 7(e)  hereof,  this Warrant and all
rights hereunder are  transferable,  in whole or in part, upon surrender of this
Warrant  at  the  principal  office  of the  Company,  together  with a  written
assignment  of this  Warrant  substantially  in the form  attached  hereto  duly
executed by the Holder or its agent or attorney and funds  sufficient to pay any
transfer  taxes payable upon the making of such  transfer.  Upon such  surrender
and, if required,  such  payment,  the Company  shall  execute and deliver a new
Warrant  or  Warrants  in the  name  of the  assignee  or  assignees  and in the
denomination or  denominations  specified in such instrument of assignment,  and
shall issue to the assignor a new Warrant evidencing the portion of this Warrant
not so assigned,  and this Warrant shall  promptly be cancelled.  A Warrant,  if
properly assigned,  may be exercised by a new holder for the purchase of Warrant
Shares without having a new Warrant issued.

            (b) This Warrant may be divided or combined with other Warrants upon
presentation  hereof at the  aforesaid  office of the Company,  together  with a
written notice  specifying the names and denominations in which new Warrants are
to be  issued,  signed  by the  Holder  or its  agent or  attorney.  Subject  to
compliance  with Section 7(a), as to any transfer  which may be involved in such
division or combination,  the Company shall execute and deliver a new Warrant or
Warrants  in  exchange  for the Warrant or Warrants to be divided or combined in
accordance with such notice.

            (c) The Company shall prepare,  issue and deliver at its own expense
(other than transfer taxes) the new Warrant or Warrants under this Section 7.

            (d) The Company agrees to maintain,  at its aforesaid office,  books
for the registration and the registration of transfer of the Warrants.

            (e) If, at the time of the  surrender of this Warrant in  connection
with any transfer of this  Warrant,  the  transfer of this Warrant  shall not be
registered pursuant to an effective  registration statement under the Securities
Act and under  applicable  state  securities  or blue sky laws,  the Company may
require,  as a  condition  of  allowing  such  transfer  (i) that the

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<PAGE>

Holder or transferee of this Warrant, as the case may be, furnish to the Company
a written  opinion of counsel  (which  opinion  shall be in form,  substance and
scope  customary  for  opinions of counsel in  comparable  transactions)  to the
effect that such transfer may be made without  registration under the Securities
Act and under applicable state securities or blue sky laws, (ii) that the holder
or transferee  execute and deliver to the Company an  investment  letter in form
and  substance  acceptable  to the Company and (iii) that the  transferee  be an
"accredited investor" as defined in Rule 501(a) promulgated under the Securities
Act.

      8. No Rights as Shareholder until Exercise.  This Warrant does not entitle
the Holder to any voting rights or other rights as a shareholder  of the Company
prior to the exercise hereof. Upon the surrender of this Warrant and the payment
of the  aggregate  Exercise  Price  (or by means of a  cashless  exercise),  the
Warrant  Shares so purchased  shall be and be deemed to be issued to such Holder
as the record  owner of such  shares as of the close of business on the later of
the date of such surrender or payment.

      9.  Loss,  Theft,  Destruction  or  Mutilation  of  Warrant.  The  Company
covenants that upon receipt by the Company of evidence  reasonably  satisfactory
to it of the loss, theft, destruction or mutilation of this Warrant or any stock
certificate  relating  to the  Warrant  Shares,  and in case of  loss,  theft or
destruction,  of indemnity or security reasonably  satisfactory to it (which, in
the case of the  Warrant,  shall not include the posting of any bond),  and upon
surrender and cancellation of such Warrant or stock  certificate,  if mutilated,
the Company  will make and deliver a new  Warrant or stock  certificate  of like
tenor  and  dated  as of such  cancellation,  in lieu of such  Warrant  or stock
certificate.

      10. Saturdays,  Sundays,  Holidays,  etc. If the last or appointed day for
the  taking of any action or the  expiration  of any right  required  or granted
herein  shall be a  Saturday,  Sunday or a legal  holiday  on which the New York
Stock  Exchange  is closed,  then such  action may be taken or such right may be
exercised on the next succeeding day not a Saturday,  Sunday or legal holiday on
which the New York Stock Exchange is closed.

      11. Adjustments of Exercise Price and Number of Warrant Shares. The number
and kind of  securities  purchasable  upon the  exercise of this Warrant and the
Exercise  Price  shall be  subject  to  adjustment  from  time to time  upon the
happening of any of the following.  In case the Company shall (i) pay a dividend
in shares of Common  Stock or make a  distribution  in shares of Common Stock to
holders of its outstanding  Common Stock, (ii) subdivide its outstanding  shares
of Common Stock into a greater number of shares,  (iii) combine its  outstanding
shares of Common Stock into a smaller number of shares of Common Stock,  or (iv)
issue any shares of its capital stock in a reclassification of the Common Stock,
then the number of Warrant  Shares  purchasable  upon  exercise of this  Warrant
immediately prior thereto shall be adjusted so that the Holder shall be entitled
to  receive  the kind and number of Warrant  Shares or other  securities  of the
Company  which it would have  owned or have been  entitled  to receive  had such
Warrant been exercised in advance thereof. Upon each such adjustment of the kind
and  number of  Warrant  Shares or other  securities  of the  Company  which are
purchasable  hereunder,  the Holder shall thereafter be entitled to purchase the
number of Warrant Shares or other  securities  resulting from such adjustment at
an Exercise  Price per Warrant Share or other  security  obtained by multiplying
the Exercise Price in effect  immediately prior to such adjustment by the number
of  Warrant  Shares  purchasable  pursuant  hereto  immediately  prior  to  such

                                       4
<PAGE>

adjustment and dividing by the number of Warrant  Shares or other  securities of
the Company resulting from such adjustment.  An adjustment made pursuant to this
paragraph shall become  effective  immediately  after the effective date of such
event retroactive to the record date, if any, for such event.

      12. Reorganization, Reclassification, Merger, Consolidation or Disposition
of Assets.  In case the Company shall  reorganize  its capital,  reclassify  its
capital stock,  consolidate or merge with or into another corporation (where the
Company  is not the  surviving  corporation  or where  there  is a change  in or
distribution with respect to the Common Stock of the Company), or sell, transfer
or  otherwise  dispose  of all or  substantially  all its  property,  assets  or
business   to  another   corporation   and,   pursuant  to  the  terms  of  such
reorganization,   reclassification,  merger,  consolidation  or  disposition  of
assets, shares of common stock of the successor or acquiring corporation, or any
cash,  shares of stock or other securities or property of any nature  whatsoever
(including  warrants or other subscription or purchase rights) in addition to or
in lieu of  common  stock of the  successor  or  acquiring  corporation  ("Other
Property"),  are to be received by or distributed to the holders of Common Stock
of the Company,  then the Holder shall have the right thereafter to receive,  at
the option of the Holder,  upon proper  exercise of this Warrant,  the number of
shares of common  stock of the  successor  or  acquiring  corporation  or of the
Company, if it is the surviving corporation,  and Other Property receivable upon
or as a result of such reorganization,  reclassification,  merger, consolidation
or disposition of assets by a Holder of the number of shares of Common Stock for
which this Warrant is exercisable  immediately  prior to such event.  In case of
any such reorganization,  reclassification, merger, consolidation or disposition
of assets,  the successor or acquiring  corporation  (if other than the Company)
shall  assume  this  Warrant,  subject  to such  modifications  as may be deemed
appropriate (as determined in good faith by resolution of the Board of Directors
of the Company) in order to provide for  adjustments of Warrant Shares for which
this Warrant is exercisable  which shall be as nearly  equivalent as practicable
to the adjustments provided for in this Section 12. For purposes of this Section
12, "common stock of the successor or acquiring corporation" shall include stock
of such  corporation  of any class which is not  preferred  as to  dividends  or
assets  over any  other  class of stock  of such  corporation  and  which is not
subject to  redemption  and shall also include any  evidences  of  indebtedness,
shares of stock or other  securities  which are convertible into or exchangeable
for any such stock,  either  immediately or upon the arrival of a specified date
or the  happening  of a  specified  event and any  warrants  or other  rights to
subscribe  for or purchase  any such stock.  The  foregoing  provisions  of this
Section   12   shall    similarly    apply   to   successive    reorganizations,
reclassifications, mergers, consolidations or disposition of assets.

      13.  Voluntary  Adjustment  by the  Company.  The  Company may at any time
during the term of this Warrant  reduce the then current  Exercise  Price to any
amount and for any period of time deemed  appropriate  by the Board of Directors
of the Company.

      14. Notice of Adjustment.  Whenever the number of Warrant Shares or number
or kind of securities or other  property  purchasable  upon the exercise of this
Warrant or the Exercise Price is adjusted, as herein provided, the Company shall
give  notice  thereof to the  Holder,  which  notice  shall  state the number of
Warrant Shares (and other securities or property)  purchasable upon the exercise
of this  Warrant  and the  Exercise  Price of such  Warrant  Shares  (and  other
securities or property) after such  adjustment,  setting forth a brief statement
of the facts

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<PAGE>

requiring  such  adjustment  and  setting  forth the  computation  by which such
adjustment was made.

      15. Notice of Corporate Action. If at any time:

            (a) the  Company  shall  take a record of the  holders of its Common
Stock  for the  purpose  of  entitling  them to  receive  a  dividend  or  other
distribution,  or any right to subscribe  for or purchase  any  evidences of its
indebtedness,  any  shares  of stock of any  class or any  other  securities  or
property, or to receive any other right, or

            (b) there shall be any capital  reorganization  of the Company,  any
reclassification  or recapitalization of the capital stock of the Company or any
consolidation  or merger of the  Company  with,  or any sale,  transfer or other
disposition of all or substantially all the property,  assets or business of the
Company to, another corporation or,

            (c)  there  shall  be  a  voluntary  or   involuntary   dissolution,
liquidation or winding up of the Company;

then,  in any one or more of such  cases (but not in such cases if the rights of
the Holder or holders of Common Stock will not be materially  affected  thereby,
as for  example  in the case of a merger to effect a change  of  domicile),  the
Company shall give to Holder (i) at least 20 days' prior  written  notice of the
date on which a record date shall be selected for such dividend, distribution or
right or for determining  rights to vote in respect of any such  reorganization,
reclassification,    merger,   consolidation,   sale,   transfer,   disposition,
liquidation  or  winding  up,  and (ii) in the case of any such  reorganization,
reclassification,    merger,   consolidation,   sale,   transfer,   disposition,
dissolution,  liquidation  or winding up, at least 20 days' prior written notice
of the date when the same shall take place.  Such notice in accordance  with the
foregoing  clause also shall specify (i) the date on which any such record is to
be taken for the purpose of such dividend,  distribution  or right,  the date on
which the  holders  of Common  Stock  shall be  entitled  to any such  dividend,
distribution or right, and the amount and character  thereof,  and (ii) the date
on which any such reorganization, reclassification, merger, consolidation, sale,
transfer, disposition,  dissolution,  liquidation or winding up is to take place
and the time, if any such time is to be fixed, as of which the holders of Common
Stock shall be entitled to exchange their Warrant Shares for securities or other
property deliverable upon such disposition,  dissolution, liquidation or winding
up. Each such written notice shall be sufficiently  given if addressed to Holder
at the  last  address  of  Holder  appearing  on the  books of the  Company  and
delivered in accordance with Section 18(d).

      16.  Authorized  Shares.  The Company covenants that during the period the
Warrant is outstanding,  it will reserve from its authorized and unissued Common
Stock a  sufficient  number of shares to provide for the issuance of the Warrant
Shares upon the exercise of any purchase rights under this Warrant.  The Company
further  covenants  that its  issuance of this  Warrant  shall  constitute  full
authority  to its  officers  who are charged  with the duty of  executing  stock
certificates  to execute and issue the  necessary  certificates  for the Warrant
Shares upon the exercise of the purchase rights under this Warrant.  The Company
will take all such  reasonable  action as may be  necessary  to assure that such
Warrant  Shares  may be issued  as

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<PAGE>

provided herein without violation of any applicable law or regulation, or of any
requirements of the trading market upon which the Common Stock may be listed.

      Except  and to the extent as waived or  consented  to by the  Holder,  the
Company shall not by any action,  including,  without  limitation,  amending its
certificate of incorporation or through any reorganization,  transfer of assets,
consolidation,  merger,  dissolution,  issue or sale of  securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms of this  Warrant,  but will at all times in good  faith  assist in the
carrying  out of all such terms and in the taking of all such  actions as may be
necessary  or  appropriate  to protect the rights of Holder as set forth in this
Warrant against  impairment.  Without  limiting the generality of the foregoing,
the Company will (a) not increase the par value of any Warrant  Shares above the
amount payable therefor upon such exercise immediately prior to such increase in
par value,  (b) take all such action as may be necessary or appropriate in order
that the Company may  validly  and  legally  issue fully paid and  nonassessable
Warrant  Shares upon the  exercise  of this  Warrant,  and (c) use  commercially
reasonable  efforts to obtain all such  authorizations,  exemptions  or consents
from any public regulatory body having jurisdiction  thereof as may be necessary
to enable the Company to perform its obligations under this Warrant.

      Before taking any action which would result in an adjustment in the number
of Warrant  Shares for which this  Warrant  is  exercisable  or in the  Exercise
Price, the Company shall obtain all such  authorizations or exemptions  thereof,
or consents  thereto,  as may be necessary  from any public  regulatory  body or
bodies having jurisdiction thereof.

      17. Redemption. If at any time following the Initial Exercise Date (a) the
Company's  Common Stock is then publicly  traded,  (b) the closing bid price for
any 10 consecutive  trading days is at least 250% of the Exercise Price (subject
to  adjustment  in  connection  with any forward or reverse  stock split,  stock
dividend,  merger,  reorganization  or similar  event) (the "Warrant  Redemption
Triggering  Period")  and  (c)  there  is an  effective  registration  statement
covering  the resale of the Warrant  Shares,  the  Company  shall be entitled to
redeem the  Warrants,  in whole or in part,  at a per Warrant  Share  redemption
price of $0.01.  In the event the  Company  elects to redeem this  Warrant,  the
Company  shall provide the Holder with notice of such  redemption  within 5 days
after the last day of the Warrant Redemption  Triggering Period (the "Redemption
Notice").  The Redemption  Notice shall be sent to the Holder in accordance with
the terms set forth in  Section  18(d) and shall set forth the date on which the
redemption  shall  occur,  such date to be no less than 30 days from the date of
the Redemption Notice (the "Redemption Date"). Prior to the Redemption Date, the
Holder  shall have the right to exercise  this  Warrant in  accordance  with the
terms hereof. Upon the Redemption Date, all Warrants noticed for redemption that
have not  theretofore  been  exercised by the Holder shall,  upon payment of the
aggregate  redemption price therefore,  cease to represent the right to purchase
any shares of Common Stock and shall be deemed cancelled without any further act
or deed on the part of the Company.

      18. Miscellaneous.

            (a) Jurisdiction. This Warrant shall constitute a contract under the
laws of Pennsylvania, without regard to its conflict of law principles or rules.

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<PAGE>

            (b)  Restrictions.  The Holder  acknowledges that the Warrant Shares
acquired  upon the  exercise  of this  Warrant,  if not  registered,  will  have
restrictions upon resale imposed by state and federal securities laws.

            (c)  Nonwaiver  and  Expenses.  No course of dealing or any delay or
failure to exercise any right hereunder on the part of Holder shall operate as a
waiver of such right or otherwise prejudice Holder's rights, powers or remedies,
notwithstanding  all rights hereunder  terminate on the Termination Date. If the
Company  willfully  and  knowingly  fails to comply with any  provision  of this
Warrant,  which results in any material damages to the Holder, the Company shall
pay to  Holder  such  amounts  as shall be  sufficient  to cover  any  costs and
expenses including,  but not limited to, reasonable  attorneys' fees,  including
those of appellate proceedings, incurred by Holder in collecting any amounts due
pursuant hereto or in otherwise enforcing any of its rights,  powers or remedies
hereunder.

            (d)  Notices.  Any  notice,  request or other  document  required or
permitted to be given or delivered to the Holder by the Company shall be sent to
the Holder at such  address as  maintained  for such  Holder on the books of the
Company.

            (e) Limitation of Liability.  No provision hereof, in the absence of
any  affirmative  action by Holder to exercise this Warrant or purchase  Warrant
Shares, and no enumeration  herein of the rights or privileges of Holder,  shall
give rise to any liability of Holder for the purchase  price of any Common Stock
or as a stockholder  of the Company,  whether such  liability is asserted by the
Company or by creditors of the Company.

            (f) Remedies.  Holder, in addition to being entitled to exercise all
rights  granted by law,  including  recovery  of  damages,  will be  entitled to
specific  performance of its rights under this Warrant.  The Company agrees that
monetary  damages  would not be adequate  compensation  for any loss incurred by
reason of a breach by it of the  provisions of this Warrant and hereby agrees to
waive the defense in any action for  specific  performance  that a remedy at law
would be adequate.

            (g) Successors and Assigns.  Subject to applicable  securities laws,
this Warrant and the rights and obligations  evidenced hereby shall inure to the
benefit of and be binding upon the  successors of the Company and the successors
and permitted assigns of Holder.  The provisions of this Warrant are intended to
be for the benefit of all Holders from time to time of this Warrant and shall be
enforceable by any such Holder or holder of Warrant Shares.

            (h)  Amendment.  This  Warrant  may be  modified  or  amended or the
provisions hereof waived with the written consent of the Company and the Holder.

            (i) Severability.  Wherever possible, each provision of this Warrant
shall  be  interpreted  in  such  manner  as to be  effective  and  valid  under
applicable  law, but if any  provision of this Warrant shall be prohibited by or
invalid under  applicable law, such provision shall be ineffective to the extent
of such  prohibition or invalidity,  without  invalidating the remainder of such
provisions or the remaining provisions of this Warrant.

            (j)  Headings.  The  headings  used  in  this  Warrant  are  for the
convenience of reference  only and shall not, for any purpose,  be deemed a part
of this Warrant.

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<PAGE>

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


Dated:  December 1, 2004
                                         SMARTSERV ONLINE, INC.


                                         By:
                                            ------------------
                                         Name:  Robert M. Pons
                                         Title: President


                                       9
<PAGE>

                               NOTICE OF EXERCISE

To:   SmartServ Online, Inc.

      (1) The undersigned  hereby elects to purchase  ________ Warrant Shares of
SmartServ  Online,  Inc.  pursuant to the terms of the attached Warrant (only if
exercised in full), and tenders herewith payment of the exercise price, together
with all applicable transfer taxes, if any.

      (2) Payment shall take the form of lawful money of the United States.

      (3) Please issue a certificate or certificates  representing  said Warrant
Shares in the name of the  undersigned  or in such  other  name as is  specified
below:

            Name:      _______________________________

            Address:   _______________________________

                       _______________________________

            SS or Tax
            ID number: _______________________________


The Warrant Shares shall be delivered to the following:

            _______________________________

            _______________________________

            _______________________________


                                    [Warrant holder]

                                    By:
                                        ---------------------------
                                    Name:
                                    Title:

                                    Dated:_________________________


<PAGE>


                                 ASSIGNMENT FORM

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


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


_______________________________________________ whose address is

_______________________________________________________________.



_______________________________________________________________

                                         Dated:  ______________, _______


              Holder's Signature: _____________________________

              Holder's Address:   _____________________________

                                  _____________________________


Signature Guaranteed:  ________________________________________


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