255883.1
These Warrants and the securities to be issued upon their exercise have not been
registered  under  the  Securities  Act of  1933  and  the  Warrants  may not be
exercised by or on behalf of any U.S. person unless  registered under the Act or
an exemption from such registration is available.


                               SERIES "B" WARRANTS


THE WARRANTS  REPRESENTED BY THIS CERTIFICATE AND THE COMMON STOCK ISSUABLE UPON
EXERCISE  OF THE  WARRANTS  HAVE NOT BEEN  REGISTERED  OR  QUALIFIED  UNDER  THE
SECURITIES  ACT OF 1933 OR THE  SECURITIES OR BLUE SKY LAWS OF ANY STATE AND MAY
BE OFFERED  AND SOLD ONLY IF  REGISTERED  AND  QUALIFIED  PURSUANT  TO  RELEVANT
PROVISIONS  OF FEDERAL AND STATE  SECURITIES OR BLUE SKY LAWS OR IF AN EXEMPTION
FROM SUCH REGISTRATION OR QUALIFICATION IS APPLICABLE.


                           ZEVEX INTERNATIONAL, INC.
               Incorporated Under the Laws of the State of Nevada
           No. B- 0001 Series B 500,000 Common Stock Purchase Warrants
                     CERTIFICATE FOR SERIES "B" COMMON STOCK
                                PURCHASE WARRANTS


A. Warrant.  This Warrant  Certificate  certifies that Blosch & Holmes,  LLC, or
registered  assigns (the  "Registered  Holder"),  is the registered owner of the
above  indicated  number  of  Warrants  expiring  on  the  Expiration  Date,  as
hereinafter  defined. One (1) Warrant entitles the Registered Holder to purchase
one (1)  share  of the  common  stock,  $0.04  par  value  ("Shares"),  of ZEVEX
International, Inc., a Nevada corporation (the "Company"), from the Company at a
purchase price of Three Dollars and 50/100 ($3.50) (the "Exercise Price") at any
time during the Exercise Period, as hereinafter defined,  upon surrender of this
Warrant  Certificate  with the exercise form hereon duly  completed and executed
and accompanied by payment of the Exercise Price at the principal  office of the
Company.

         Upon  due   presentment  for  transfer  or  exchange  of  this  Warrant
Certificate at the principal office of the Company, a new Warrant Certificate or
Warrant Certificates of like tenor and evidencing in the aggregate a like number
of Warrants shall be issued in exchange for this Warrant Certificate, subject to
the limitations  provided herein, upon payment of any tax or governmental charge
imposed in  connection  with such  transfer.  Subject to the terms  hereof,  the
Company   shall  deliver   Warrant   Certificates   in  required   whole  number
denominations to Registered  Holders in connection with any transfer or exchange
permitted hereunder.

A.   Restrictive   Legend.   Each  Warrant   Certificate  and  each  certificate
representing  Shares issued upon  exercise of a Warrant,  unless such Shares are
then registered under the Securities Act of 1933, as amended (the "Act"),  shall
bear a legend in substantially the following form:

         "THE  (SECURITIES]  REPRESENTED  BY  THIS  CERTIFICATE  HAVE  NOT  BEEN
         REGISTERED  OR  QUALIFIED  UNDER  THE  SECURITIES  ACT OF  1933  OR THE
         SECURITIES  OR BLUE SKY LAWS OF ANY STATE AND MAY BE  OFFERED  AND SOLD
         ONLY IF  REGISTERED  AND QUALIFIED  PURSUANT TO RELEVANT  PROVISIONS OF
         FEDERAL AND STATE  SECURITIES OR BLUE SKY LAWS OR IF AN EXEMPTION  FROM
         SUCH REGISTRATION OR QUALIFICATION IS APPLICABLE."

A.  Exercise.  Subject to the terms  hereof,  the  Warrants,  evidenced  by this
Warrant Certificate,  may be exercised at the Exercise Price in whole or in part
at any time during the period (the  "Exercise  Period")  commencing  on the date
hereof and  terminating  at the close of business  on that day (the  "Expiration
Date") five years from the date hereof.  The Exercise  Period may be extended by
the Company's Board of Directors.

         A Warrant shall be deemed to have been exercised  immediately  prior to
the close of business on the date (the "Exercise  Date") of the surrender to the
Company at its principal  offices of this Warrant  Certificate with the exercise
form  attached  hereto  executed by the  Registered  Holder and  accompanied  by
payment to the Company, in cash, wire transfer, or by official bank or certified
check,  of an amount equal to the aggregate  Exercise  Price, in lawful money of
the United States of America.

         The person  entitled to receive the Shares  issuable upon exercise of a
Warrant or Warrants  ("Warrant Shares") shall be treated for all purposes as the
holder of such Warrant  Shares as of the close of business on the Exercise Date.
The Company shall not be obligated to issue any  fractional  share  interests in
Warrant  Shares  issuable or deliverable on the exercise of any Warrant or scrip
or cash with respect  thereto,  and such right to a fractional share shall be of
no value whatsoever.  If more than one Warrant shall be exercised at one time by
the same Registered Holder, the number of full Shares which shall be issuable on
exercise  thereof shall be computed on the basis of the aggregate number of full
shares issuable on such exercise.

         Promptly,  and in any event within ten business days after the Exercise
Date,  the  Company  shall  cause to be issued  and  delivered  to the person or
persons  entitled to receive the same, a  certificate  or  certificates  for the
number of Warrant Shares deliverable on such exercise.

         The Company may deem and treat the Registered Holder of the Warrants at
any time as the absolute  owner thereof for all purposes,  and the Company shall
not be affected by any notice to the  contrary.  The Warrants  shall not entitle
the  Registered  Holder thereof to any of the rights of  shareholders  or to any
dividend  declared  on the  Shares  unless  the  Registered  Holder  shall  have
exercised  the Warrants and thereby  purchased  the Warrant  Shares prior to the
record date for the determination of holders of Shares entitled to such dividend
or other  right.  A.  Reservation  of Shares and  Payment of Taxes.  The Company
covenants  that it  will at all  times  reserve  and  have  available  from  its
authorized  Common  Stock such number of shares as shall then be issuable on the
exercise of outstanding Warrants.  The Company covenants that all Warrant Shares
which shall be so  issuable  shall be duly and  validly  issued,  fully paid and
nonassessable,  and free from all taxes,  liens and charges  with respect to the
issue thereof.

         The Registered Holder shall pay all documentary, stamp or similar taxes
and other  government  charges that may be imposed with respect to the issuance,
transfer or delivery of any Warrant  Shares on exercise of the Warrants.  In the
event the Warrant  Shares are to be  delivered  in a name other than the name of
the Registered Holder of the Warrant Certificate, no such delivery shall be made
unless the person  requesting  the same has paid the amount of any such taxes or
charges incident thereto.

A.  Registration  of Transfer.  The Warrant  Certificates  may be transferred in
whole or in  part,  provided  any such  transfer  complies  with all  applicable
federal  and state  securities  laws  and,  if  requested  by the  Company,  the
Registered  Holder delivers to the Company an opinion of counsel to that effect,
in form and substance reasonably acceptable to the Company. Warrant Certificates
to be transferred  shall be surrendered to the Company at its principal  office.
The Company shall  execute,  issue and deliver in exchange  therefor the Warrant
Certificate  or  Certificates  which the  Registered  Holder making the transfer
shall be entitled to receive.

         The Company shall keep transfer books at its principal office or at the
office of its warrant agent which shall register  Warrant  Certificates  and the
transfer thereof. On due presentment of any Warrant Certificate for registration
of transfer at such office, the Company shall execute,  issue and deliver to the
transferee or transferees a new Warrant Certificate or Certificates representing
an equal aggregate number of Warrants.  All Warrant  Certificates  presented for
registration of transfer or exercise shall be duly endorsed or be accompanied by
a written  instrument or  instruments  of transfer in form  satisfactory  to the
Company. The Company may require payment of a sum sufficient to cover any tax or
other government charge that may be imposed in connection therewith.

         All Warrant  Certificates so surrendered,  or surrendered for exercise,
or for exchange in case of  mutilated  Warrant  Certificates,  shall be promptly
canceled  by the  Company  and  thereafter  retained  by the  Company  until the
Expiration Date. Prior to due presentment for registration of transfer  thereof,
the Company may treat the  Registered  Holder of any Warrant  Certificate as the
absolute  owner thereof  (notwithstanding  any notations of ownership or writing
thereon made by anyone  other than the  Company),  and the Company  shall not be
affected by any notice to the contrary.

A. Loss or Mutilation.  On receipt by the Company of evidence satisfactory as to
the ownership of and the loss, theft,  destruction or mutilation of this Warrant
Certificate,  the Company  shall  execute and deliver,  in lieu  thereof,  a new
Warrant Certificate  representing an equal aggregate number of Warrants.  In the
case of loss,  theft or destruction of any Warrant  Certificate,  the individual
requesting  issuance of a new Warrant Certificate shall be required to indemnify
the Company in an amount  satisfactory  to the  Company.  In the event a Warrant
Certificate is mutilated,  such Certificate shall be surrendered and canceled by
the Company prior to delivery of a new Warrant Certificate. Applicants for a new
Warrant  Certificate  shall also comply with such other regulations and pay such
other reasonable charges as the Company may prescribe.

A.  Adjustment  of  Shares.  The  number and kind of  securities  issuable  upon
exercise of a Warrant shall be subject to adjustment  from time to time upon the
happening of certain events, as follows:


1. Stock Splits, Stock Combinations and Certain Stock Dividends.  If the Company
shall at any time  subdivide  or combine its  outstanding  Shares,  or declare a
dividend  in Shares  or other  securities  of the  Company  convertible  into or
exchangeable for Shares, a Warrant shall,  after such subdivision or combination
or after the record date for such dividend,  be  exercisable  for that number of
Shares and other securities of the Company that the Registered Holder would have
owned  immediately  after  such  event  with  respect  to the  Shares  and other
securities for which a Warrant may have been exercised  immediately  before such
event  had the  Warrant  been  exercised  immediately  before  such  event.  Any
adjustment  under  this  Section 7 (a) shall  become  effective  at the close of
business on the date the subdivision, combination or dividend becomes effective.

1.  Adjustment  for  Reorganization,  Consolidation,  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 upon exercise of a Warrant) or in
case the  Company  (or any such other  corporation)  shall merge into or with or
consolidate with another  corporation or convey all or substantially  all of its
assets to another  corporation or enter into a business  combination of any form
as a result of which the Shares or other securities  receivable upon exercise of
a Warrant are  converted  into other stock or  securities of the same or another
corporation,  then and in each such case,  the  Registered  Holder of a Warrant,
upon exercise of the purchase right at any time after the  consummation  of such
reorganization,  consolidation,  merger,  conveyance  or  combination,  shall be
entitled to  receive,  in lieu of the Shares or other  securities  to which such
Registered  Holder would have been entitled had he exercised the purchase  right
immediately  prior  thereto,  such stock and  securities  which such  Registered
Holder would have owned  immediately after such event with respect to the Shares
and 'other  securities for which a Warrant may have been  exercised  immediately
before  such event had the  Warrant  been  exercised  immediately  prior to such
event.

         In  each  case of an  adjustment  in the  Shares  or  other  securities
receivable upon the exercise of a Warrant, the Company shall promptly notify the
Registered Holder of such adjustment. Such notice shall set forth the facts upon
which such adjustment is based.

A.  Reduction in Exercise  Price at Company's  Option.  The  Company's  Board of
Directors may, at its sole discretion, reduce the Exercise Price of the Warrants
in effect at any time either for the life of the Warrants or any shorter  period
of time  determined  by the  Company's  Board of  Directors.  The Company  shall
promptly  notify the  Registered  Holders of any such  reduction in the Exercise
Price.

A.                Registration Rights.

     1.  Certain  Definitions.  As  used  in  this  Section  10,  the  following
definitions shall apply:

     "Commission"  means the  Securities  and Exchange  Commission  or any other
federal agency at the time administering the Act.

     "Holder"  means  any  holder  of  a  Warrant  or  outstanding   Registrable
Securities.

   "Registrable  Securities"  means the Warrant Shares issued or issuable upon
the exercise of a Warrant, provided,  however, that Registrable Securities shall
not  include  any  Shares  and other  securities  which  have  previously'  been
registered and sold to the public.

     "Registration  Expenses"  means all  expenses  incurred  by the  Company in
complying with Section 10(b) including,  without  limitation,  all registration,
qualification  and filing fees,  printing  expenses,  fees and  disbursements of
counsel  for the  Company,  blue sky fees and  expenses,  and the expense of any
special audits incident to or required in connection with any such registration.
Registration Expenses shall not include selling commissions,  discounts or other
compensation paid to underwriters or other agents or brokers to effect the sale.

     The  terms  "register",   "registered"  and   "registration"   refer  to  a
registration  effected  by  preparing  and filing a  registration  statement  in
compliance with the Act (and any  post-effective  amendments filed in connection
therewith),  and the  declaration  of the  effectiveness  of  such  registration
statement.

1.                Registration.  The Company shall:

a) Following the original  issuance of the Warrants  represented by this Warrant
Certificate at such time or times during the time of the exercise  period as the
Company  prepares  and files with the  Commission  a  registration  statement or
statements on an appropriate form that would permit inclusion of the Registrable
Securities in such registration statement or a pre-effective amendment to such a
registration statement,  include the Registrable Securities among the securities
being registered pursuant to such registration statements and or upon the demand
of warrant holder at least (30%) of the issued and outstanding  warrants in this
series "B" warrant, the company shall prepare and file a registration  statement
to register the REGISTRABLE  SECURITIES The Company shall  diligently  prosecute
any such registration statements to effectiveness.  Such registration statements
shall cover both the  issuance of Warrant  Shares upon  exercise of this Warrant
and,  to the  extent  appropriate.  The  resale of such  Warrant  Shares by the
Holder.  The Company will promptly notify the Holder regarding (i) the filing of
such registration  statement and all amendments thereto,  (ii) the effectiveness
of such registration statement and any post-effective  amendments thereto, (iii)
the occurrence of any event or condition that causes the prospectus that is part
of such registration  statement no longer to comply with the requirements of the
Act, and (iv) any request by the  Commission  for any amendment or supplement to
such registration statement or any prospectus relating thereto;

a) Prepare and file with the Commission  such amendments and supplements to such
registration statement and the prospectus used in connection therewith as may be
necessary  to keep such  registration  statement  effective  and  current and to
comply with the  provisions  of the Act with  respect to the  issuance,  sale or
resale of the Registrable Securities,  including such amendments and supplements
as may be necessary to reflect the intended method of disposition of the Holder,
but  for no  longer  than  one  hundred  eighty  (180)  days  subsequent  to the
Expiration Date or the Redemption Date;

a) Furnish to each  Holder such  number of copies of a  prospectus,  including a
preliminary prospectus, in conformity with the requirements of the Act, and such
other documents as such Holder may reasonably request in order to facilitate the
public sale or other disposition of the Registrable Securities by such Holder;

a) Use its best efforts to register or qualify the Registrable  Securities under
such  securities  or blue sky  laws of any  state  as a  Holder  may  reasonably
request,  and do any and all other acts  which may be  reasonably  necessary  or
advisable  to enable such Holder to dispose of  Registrable  Securities  in such
jurisdictions;

a) Use its best efforts to comply with all applicable  rules and  regulations of
the Commission,  including without limitation the rules and regulations relating
to the periodic  reporting  requirements  under the  Securities  Exchange Act of
1934, as amended; and

a) Make available for inspection by the Holder or by any underwriter,  attorney,
accountant  or  other  agent  acting  for such  Holder  in  connection  with the
disposition  of  Registrable  Securities,  in  each  case  upon  receipt  of  an
appropriate  confidentiality  agreement,  all corporate  records,  documents and
properties as may be reasonably requested.

1. Expenses of Registration.  All Registration  Expenses  incurred in connection
with the  registration,  qualification  or compliance  pursuant to Section 10(b)
hereof  shall be borne by the  Company,  except in the case of the  registration
demanded by the warrant  holder and not in connection  with the company's  prior
plan to file a registration statement.

     1.  Indemnification.  In the event any of the  Registrable  Securities  are
included in a registration statement under this Section 10:

a) The Company will  indemnify  each Holder,  each of its officers and directors
and  partners  and each person  controlling  such  Holder  within the meaning of
Section  15 of the Act,  and each  underwriter,  if any,  and  each  person  who
controls any  underwriter  within the meaning of Section 15 of the Act,  against
all expenses,  claims,  losses,  damages or  liabilities  (or actions in respect
thereof),  including  any  of  the  foregoing  incurred  in  settlement  of  any
litigation,  commenced  or  threatened,  arising  out of or based on any  untrue
statement (or alleged  untrue  statement)  of a material  fact  contained in any
registration  statement,  prospectus,  or other  document,  or any  amendment or
supplement  thereto,  incident  to  any  such  registration,   qualification  or
compliance,  or based on any omission (or alleged  omission) to state  therein a
material fact required to be stated  therein or necessary to make the statements
therein,  in light of the circumstances in which they were made, not misleading,
or any violation by the Company of any rule or regulation  promulgated under the
Act  applicable  to the  Company  in  connection  with  any  such  registration,
qualification or compliance,  and the Company will reimburse the Holder, each of
its officers and directors and partners and each person controlling such Holder,
each such underwriter and each person who controls any such underwriter, for any
legal  and  any  other   expenses   reasonably   incurred  in  connection   with
investigating or defending any such claim,  loss,  damage,  liability or action,
provided that the Company will not be liable in any such case to the extent that
any such claim, loss, damage,  liability or expense arises out of or is based on
any untrue statement or omission or alleged untrue  statement or omission,  made
in reliance upon and in  conformity  with written  information  furnished to the
Company by such Holder or underwriter for use therein.

a) In order to include Registrable  Securities in a registration statement under
this Section 10, a Holder will be required to indemnify the Company, each of its
directors and  officers,  its legal counsel and  independent  accountants,  each
underwriter,  if any, of the Company's  securities  covered by such registration
statement,  each person who controls the Company or such underwriter  within the
meaning of Section 15 of the Act, and each other  selling  shareholder,  each of
its officers and directors and partners and each person controlling such selling
shareholder  within the  meaning of Section 15 of the Act,  against  all claims,
losses,  damages and liabilities (or actions in respect  thereof) arising out of
or based on any untrue  statement  (or alleged  untrue  statement) of a material
fact contained in any such registration statement, prospectus, offering circular
or other  document,  or any  omission (or alleged  omission) to state  therein a
material fact required to be stated  therein or necessary to make the statements
therein not  misleading  and will  reimburse  the Company,  such  holders,  such
directors,  officers,  counsel,  accountants,  persons,  underwriters or control
persons for any legal or any other  expenses  reasonably  incurred in connection
with  investigating  or defending  any such claim,  loss,  damage,  liability or
action,  in each case to the extent,  but only to the  extent,  that such untrue
statement (or alleged  untrue  statement)  or omission (or alleged  omission) is
made in such  registration  statement,  prospectus,  offering  circular or other
document in reliance upon and in conformity with written  information  furnished
to the Company by the Holder for use therein.

a) Each party entitled to  indemnification  under this Section (the "Indemnified
Party") shall give notice to the party required to provide  indemnification (the
"Indemnifying Party") promptly after such Indemnified Party has actual knowledge
of any  claim  as to  which  indemnity  may be  sought,  and  shall  permit  the
Indemnifying  Party to assume the  defense  of any such claim or any  litigation
resulting therefrom, provided that counsel for the Indemnifying Party, who shall
conduct  the  defense  of such claim or  litigation,  shall be  approved  by the
Indemnified  Party (which approval shall not unreasonably be withheld),  and the
Indemnified  Party may participate in such defense at such  Indemnified  Party's
expense.  No Indemnifying Party, in the defense of any such claim or litigation,
shall,  except with the consent of each Indemnified  Party,  consent to entry of
any  judgment  or enter  into  any  settlement  which  does  not  include  as an
unconditional  term  thereof  the giving by the  claimant or  plaintiff  to such
Indemnified  Party of a release  from all  liability in respect to such claim or
litigation.

a) If the  indemnification  provided  for in this  Section is held by a court of
competent jurisdiction to be unavailable to an Indemnified Party with respect to
any loss,  liability,  claim,  damage or expense  referred  to herein,  then the
Indemnifying  Party,  in lieu  of  indemnifying  the  Indemnified  Party,  shall
contribute to the amount paid or payable by such Indemnified  Party with respect
to such loss,  liability,  claim,  damage or expense in the  proportion  that is
appropriate  to reflect the  relative  fault of the  Indemnifying  Party and the
Indemnified  Party in connection  with the statements or omissions that resulted
in such loss, liability, claim, damage or expense, as well as any other relevant
equitable  considerations.  The relative fault of the Indemnifying Party and the
Indemnified  Party shall be  determined  by reference  to,  among other  things,
whether the untrue or alleged untrue  statement of material fact or the omission
to state a material  fact relates to  information  supplied by the  Indemnifying
Party or by the Indemnified Party, and the parties' relative intent,  knowledge,
access to  information  and  opportunity to correct or prevent such statement or
omission.

1. Information by Holder. Each Holder of Registrable  Securities included in any
registration  shall  furnish to the  Company  such  information  regarding  such
Holder,  such  securities  and the  distribution  proposed by such Holder as the
Company may request in writing.

A. Notices. All notices, demands,  elections, or requests (however characterized
or  described)   required  or  authorized   hereunder   shall  be  deemed  given
sufficiently  if in writing and sent by  registered  or certified  mail,  return
receipt  requested  and  postage  prepaid,  or by  facsimile  or telegram to the
Company, at its principal executive office, and of the Registered Holder, at the
address of such holder as set forth on the books maintained by the Company.

A. General Provisions.  This Warrant Certificate shall be construed and enforced
in accordance with, and governed by, the laws of the State of Nevada.  Except as
otherwise  expressly  stated  herein,  time  is of  the  essence  in  performing
hereunder.  The  headings of this Warrant  Certificate  are for  convenience  in
reference only and shall not limit or otherwise affect the meaning hereof.

     IN WITNESS WHEREOF,  the Company has caused this Warrant  Certificate to be
duly executed as of the 12th day of February, 1997.


                            ZEVEX INTERNATIONAL, INC.



     /s/ Phillip L. McStotts                         /s/ Dean G. Constantine
By:  Phillip L McStotts                              Dean G. Constantine,
     Secretary                                       President


<PAGE>


                            ZEVEX INTERNATIONAL, INC.

         The following  abbreviations,  when used in the inscription on the face
of this  instrument,  shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM - as tenants  in common  UNIF GIFT MIN ACT-- TEN ENT - as tenants by the
entireties Custodian JR TEN - as joint tenants with right (Cust) (Minor)
of  survivorship  and not as under Uniform Gifts tenants in common to Minors Act
(State)
Additional abbreviations may also be used though not in the above list.

                               FORM OF ASSIGNMENT

              (To be Executed by the Registered Holder if He or She
                   Desires to Assign Warrants Evidenced by the
                           Within Warrant Certificate)

     FOR VALUE RECEIVED  hereby sells,  assigns and transfers unto ( ) Warrants,
evidenced  by the  within  Warrant  Certificate,  and  does  hereby  irrevocably
constitute and appoint  __________________  _______________ Attorney to transfer
the said Warrants  evidenced by the within Warrant  Certificates on the books of
the Company, with full power of substitution.
Dated:
                                                     Signature

Notice:       The above  signature must correspond with the name as written upon
              the face of the Warrant  Certificate in every particular,  without
              alteration or enlargement or any change whatsoever.

Signature Guaranteed:

SIGNATURE  MUST BE GUARANTEED BY A COMMERCIAL  BANK OR MEMBER FIRM OF ONE OF THE
FOLLOWING  STOCK  EXCHANGES:  NEW  YORK  STOCK  EXCHANGE,  PACIFIC  COAST  STOCK
EXCHANGE, AMERICAN STOCK EXCHANGE, OR MIDWEST STOCK EXCHANGE.


<PAGE>


                          FORM OF ELECTION TO PURCHASE

             (To be Executed by the Holder if he Desires to Exercise
                 Warrants Evidenced by the Warrant Certificate)

To  ZEVEX International, Inc.

     The  undersigned  hereby  irrevocably  elects  to  exercise  ( )  Warrants,
evidenced by the within Warrant Certificate for, and to purchase thereunder, ( )
full shares of Common Stock issuable upon exercise of said Warrants and delivery
of $ and any applicable taxes.

     The undersigned requests that certificates for such shares be issued in the
name of:


                          PLEASE INSERT SOCIAL SECURITY
                          OR TAX IDENTIFICATION NUMBER



                         (Please print name and address)






         If said number of Warrants  shall not be all the Warrants  evidenced by
the within  Warrant  Certificate,  the  undersigned  requests that a new Warrant
Certificate  evidencing  the  Warrants not so exercised by issued in the name of
and delivered to:


                         (Please print name and address)








(SIGNATURES CONTINUED ON FOLLOWING PAGE)





<PAGE>




Dated:                                      Signature:

NOTICE:       The above  signature must correspond with the name as written upon
              the face of the within Warrant  Certificate  in every  particular,
              without alteration or enlargement or any change whatsoever,  or if
              signed by any other person the Form of  Assignment  hereon must be
              duly executed and if the  certificate  representing  the shares or
              any Warrant Certificate  representing Warrants not exercised is to
              be  registered  in a name  other  than  that in which  the  within
              Warrant  Certificate  is  registered,  the signature of the holder
              hereof must be guaranteed.

Signature Guaranteed:




SIGNATURE  MUST BE GUARANTEED BY A COMMERCIAL  BANK OR MEMBER FIRM OF ONE OF THE
FOLLOWING  STOCK  EXCHANGES:  NEW  YORK  STOCK  EXCHANGE,  PACIFIC  COAST  STOCK
EXCHANGE, AMERICAN STOCK EXCHANGE, OR MIDWEST STOCK EXCHANGE.