WARRANT AGREEMENT




VOID AFTER 5:00 P.M.,  NEW YORK TIME, ON NOVEMBER 20, 2002, OR IF NOT A BUSINESS
DAY,  AS DEFINED  HEREIN,  AT 5:00 P.M.,  NEW YORK TIME,  ON THE NEXT  FOLLOWING
BUSINESS DAY.


                               WARRANT TO PURCHASE
                                     50,000
                             SHARES OF COMMON STOCK
                                       OF
                            ZEVEX INTERNATIONAL, INC.

No. W-__

      This certificates  that, for and in consideration of services rendered and
in  connection  with the public  offering of Common  Stock of the Company  named
below  (the  "Offering")  and  other  good and  valuable  consideration,  Everen
Securities,  Inc., (the "Representative") and its registered,  permitted assigns
(collectively,  the  "Warrantholder"),   is  entitled  to  purchase  from  ZEVEX
International,  Inc., a corporation  incorporated under the laws of the State of
Delaware (the  "Company"),  subject to the terms and conditions  hereof,  at any
time on or after 9:00 a.m.,  New York time, on November 21, 1998 and before 5:00
p.m., New York time on November 20, 2002 (or, if such day is not a Business Day,
at or before 5:00 p.m., New York time, on the next  following  Business Day), up
to 50,000 fully paid and nonassessable shares of Common Stock of the Company at
the Exercise  Price (as defined  herein).  The Exercise  Price and the number of
shares  purchasable  hereunder  are subject to  adjustment  from time to time as
provided in Article 3 hereof.


                                    ARTICLE 1

                               DEFINITION OF TERMS

      As used in this Warrant,  the following  capitalized  terms shall have the
following respective meanings:

            (a) Business  Day: A day other than a Saturday,  Sunday or other day
on which banks in the State of New York are authorized by law to remain Closed.

            (b) Common Stock: Common Stock, $0.001 par value, of the Company.

            (c) Common Stock Equivalents: Securities that are convertible into
or exercisable for shares of Common Stock.

            (d) Demand Registration: See Section 6.2.

            (e) Exchange Act: The Securities Exchange Act of 1934, as amended.

            (f) Exercise  Price:  $15.00 per Warrant Share,  120% of the initial
price to public in the Offering as set forth on the cover page of the Prospectus
with  respect to the  Offering as such Price may be  adjusted  from time to time
pursuant to Article 3 hereof.

            (g) Expiration Date: 5:00 p.m., New York time on November 20, 2002
or if such day is not a Business Day, the next succeeding day which is a
Business Day.

            (h) 25%  Holder:  At any time as to which a Demand  Registration  is
requested,  the Holder  and/or  the  holders  of any other  Warrants  and/or the
holders of Warrant Shares who have the right to acquire or hold, as the case may
be, not less than 25% of the  continued  total of Warrant  Shares  issuable  and
Warrant Shares outstanding at the time such Demand registration is requested.

            (i) Holder: A Holder of Registrable Securities.

            (j) NASD: National Association of Securities Dealers, Inc.

            (k) Net Issuance Exercise Date: See Section 2.2.

            (l) Net Issuance Right: See Section 2.3.

            (m) Net Issuance Warrant Shares: See Section 2.3.

            (n) Person: An individual,  partnership, joint venture, corporation,
trust,  unincorporated  organization  or government or any  department or agency
thereof.

                                      - 2 -


            (o) Piggyback Registration: See Section 6.1.

            (p)  Prospectus:   Any  prospectus   included  in  any  Registration
Statement, as amended or supplemented by any prospectus supplement, with respect
to the  terms of the  offering  of any  portion  of the  Registrable  Securities
covered by such Registration  Statement and all other amendments and supplements
to  the  Prospectus,  including  post-effective  amendments  and  all  materials
incorporated by reference in such Prospectus.

            (q)  Public  Offering:  A public  offering  of any of the  Company's
equity  or debt  securities  pursuant  to a  Registration  Statement  under  the
Securities Act.

            (r)  Registration   Expenses:  Any  and  all  expenses  incurred  in
connection  with any  registration  or  action  incident  to  performance  of or
compliance by the Company with Article 6, including, without limitation, (i) all
SEC,  national  securities  exchange and NASD  registration and filing fees; all
listing  fees and all  transfer  agent  fees;  (ii) all  fees  and  expenses  of
complying  with  state  securities  or blue  sky  laws  (including  the fees and
disbursements  of  counsel  of the  underwriters  in  connection  with  blue sky
qualifications  of the  Registrable  Securities);  (iii) all printing,  mailing,
messenger and delivery expenses;  (iv) all fees and disbursements of counsel for
the Company and of its accountants, including the expenses of any special audits
and/or "cold comfort"  letters  (provided that the Company shall not be required
to incur expenses in respect of such special audits or "cold comfort" letters in
excess of $15,000)  required by or incident to such  performance and compliance;
and (v) any disbursements of underwriters customarily paid by issuers or sellers
of securities  including the reasonable fees and expenses of any special experts
retained by the underwriters in connection with the requested registration,  but
excluding  underwriting  discounts and commissions,  brokerage fees and transfer
taxes,  if any,  and fees of counsel or  accountants  retained by the holders of
Registrable   Securities  to  advise  them  in  their  capacity  as  Holders  of
Registrable Securities.

            (s)  Registrable  Securities:  Any  Warrant  Shares  issued  to  the
Representative  and/or its designees or transferees and/or other securities that
may be or are issued by the Company  upon  exercise of the  Warrants,  including
those  which may  thereafter  be issued by the  Company  in  respect of any such
securities by means of any stock  splits,  stock  dividends,  recapitalizations,
reclassifications  or the like,  and as  adjusted  pursuant to Article 3 hereof;
provided,  however,  that as to any particular security contained in Registrable
Securities,  such securities shall cease to be Registrable Securities when (i) a
Registration  Statement with respect to the sale of such  securities  shall have
become  effective under the Securities Act and such  securities  shall have been
disposed of in accordance with such Registration  Statement;  or (ii) they shall
have been sold to the public  pursuant to Rule 144 (or any successor  provision)
under the Securities Act.

            (t)  Registration  Statement:  Any  Registration  Statement  of  the
Company  filed or to be filed with the SEC which  covers any of the  Registrable
Securities  pursuant  to  the  provisions  of  this  Agreement,   including  all
amendments  (including  post-effective  amendments) and supplements thereto, all
exhibits thereto and all material incorporated therein by reference.

                                      - 3 -


            (u) SEC: The Securities and Exchange Commission or any other federal
agency at the time administering the Securities Act or the Exchange Act.

            (v) Securities Act: The Securities Act of 1933, as amended.

            (w) Warrantholder: The person(s) or entity(ies) to whom this Warrant
is originally  issued, or any successor in interest thereto,  or any assignee or
transferee  thereof,  in whose name this Warrant is registered upon the books to
be maintained by the Company for that purpose.

            (x) Warrants:  This Warrant,  all other warrants  issued on the date
hereof and all other warrants that may be issued in its or their place (together
evidencing  the right to purchase an aggregate of up to 100,000 shares of Common
Stock),  originally  issued  as set  forth  in  the  definition  of  Registrable
Securities.

            (y) Warrant Shares: Common Stock, Common Stock Equivalents and other
securities purchased or purchasable upon exercise or conversion of the Warrants.


                                   ARTICLE 2

                       DURATION AND EXERCISE OF WARRANT

      2.1   Duration of Warrant

            The  Warrantholder  may  exercise  this Warrant at any time and from
time to time after 9:00 a.m.,  New York time,  on  November  21, 1998 and before
5:00 p.m., New York time, on the  Expiration  Date (which is the date five years
after the effective date of the  Offering).  If this Warrant is not exercised on
the  Expiration  Date,  it shall become  void,  and all rights  hereunder  shall
thereupon cease.

      2.2   Method of Exercise

            (a) The  Warrantholder  may exercise  this  Warrant,  in whole or in
part,  by  presentation  and  surrender  of this  Warrant to the  Company at its
corporate  office at 4314 ZEVEX Park Lane,  Salt Lake City, Utah 84123 or at the
office of its stock  transfer  agent,  if any,  with the  Exercise  Form annexed
hereto  duly  executed  and, in the event of an  exercise  for cash  pursuant to
Section  2.3(a),  accompanied  by  payment of the full  Exercise  Price for each
Warrant Share to be purchased.

            (b) Upon  receipt  of this  Warrant  with the  Exercise  Form  fully
executed and, in the event of an exercise for cash  pursuant to Section  2.3(a),
accompanied  by payment of the aggregate  Exercise  Price for the Warrant Shares
for which this Warrant is then being  exercised,  the Company  shall cause to be
issued certificates for the total number of whole shares of Common Stock

                                      - 4 -


for which this Warrant is being exercised (adjusted to reflect the effect of the
anti-dilution  provisions contained in Article 3 hereof, if any, and as provided
in Section 2.5 hereof) in such  denominations  as are  requested for delivery to
the Warrantholder,  and the Company shall thereupon deliver such certificates to
the  Warrantholder.  A net issuance exercise pursuant to Section 2.3(b) shall be
effective  upon  receipt  by the  Company  of this  Warrant  together  with  the
aforesaid written statement,  or on such later date as is specified therein (the
"Net Issuance Exercise Date"),  and, at the election of the Holder hereof may be
made  contingent  upon the closing of the sale of the Warrant Shares in a Public
Offering.  The  Warrantholder  shall be deemed to be the holder of record of the
shares of Common Stock  issuable upon such exercise as of the time of receipt of
the Exercise Form and payment in accordance with the preceding sentence,  in the
case of an  exercise  for cash  pursuant  to  Section  2.3(a),  or as of the Net
Issuance  Exercise  Date,  in the case of a net  issuance  exercise  pursuant to
Section  2.3(b),  notwithstanding  that the stock  transfer books of the Company
shall then be closed or that  certificates  representing  such  shares of Common
Stock shall not then be actually delivered to the Warrantholder.  If at the time
this Warrant is exercised, a Registration Statement is not in effect to register
under the  Securities  Act the Warrant  Shares  issuable  upon  exercise of this
Warrant,  the  Company  may,  in the case of an  exercise  for cash  pursuant to
Section  2.3(a)  or in  the  case  of a  net  issuance  exercise  prior  to  the
satisfaction of any holding period  required by Rule 144  promulgated  under the
Securities Act require the Warrantholder to make such  representations,  and may
place such legends on certificates  representing  the Warrant Shares,  as may be
reasonably  required in the opinion of counsel to the Company to permit  Warrant
Shares to be issued without such registration.

            (c) In case the  Warrantholder  shall  exercise  this  Warrant  with
respect to less than all of the Warrant Shares that may be purchased  under this
Warrant,  the Company shall  execute as of the exercise date (or, if later,  the
Net  Issuance  Exercise  Date) a new warrant in the form of this Warrant for the
balance of such Warrant Shares and deliver such new warrant to the Warrantholder
within 30 days  following  the  exercise  date (or, if later,  the Net  Issuance
Exercise Date).

            (d) The  Company  shall pay any and all stock  transfer  and similar
taxes which may be payable in respect of the issuance of any Warrant Shares.

      2.3   Exercise of Warrant

            (a) Right to Exercise for Cash. This Warrant may be exercised by the
Holder by delivery of payment to the Company, for the account of the Company, by
cash, by certified or bank cashier's check or by wire transfer,  of the Exercise
Price for the number of Warrant Shares  specified in the Exercise Form in lawful
money of the United States of America.

            (b) Right to Exercise on a Net Issuance Basis. In lieu of exercising
this  Warrant for cash  pursuant to Section  2.3(a),  the Holder  shall have the
right to exercise this Warrant or any portion thereof (the "Net Issuance Right")
into shares of Common  Stock as provided in this  Section  2.3(b) at any time or
from time to time  during the  period  specified  in  Section  2.1 hereof by the
surrender  of this Warrant to the Company,  with a duly  executed and  completed
Exercise Form

                                      - 5 -


marked to reflect net issuance exercise. Upon exercise of the Net Issuance Right
with respect to a particular  number of shares subject to this Warrant and noted
on the Exercise  Form (the "Net  Issuance  Warrant  Shares"),  the Company shall
deliver to the Holder  (without  payment by the Holder of any Exercise  Price or
any cash or other  consideration)  (X) that  number of shares of fully  paid and
nonassessable  Common Stock equal to the quotient obtained by dividing the value
of this Warrant (or the specified  portion hereof) on the Net Issuance  Exercise
Date, which value shall be determined by subtracting (A) the aggregate  Exercise
Price of the Net Issuance  Warrant Shares  immediately  prior to the exercise of
the Net  Issuance  Right from (B) the  aggregate  fair  market  value of the Net
Issuance Warrant Shares issuable upon exercise of this Warrant (or the specified
portion hereof) on the Net Issuance Exercise Date (as herein defined) by (Y) the
fair market value of one share of Common Stock on the Net Issuance Exercise Date
(as herein defined).

      Expressed  as a formula such net  issuance  exercise  shall be computed as
follows:

            X =   B-A
                  ---
                   Y

            Where: X =  the number of shares of Common Stock that may be issued
                        to the Holder

                   Y    = the fair  market  value  (FMV) of one  share of Common
                        Stock as of the Net Issuance Exercise Date

                   A =  the aggregate Exercise Price (i.e., Net Issuance Warrant
                        Shares x Exercise Price)

                   B    = the  aggregate FMV (i.e.,  FMV x Net Issuance  Warrant
                        Shares)

            (c) Determination of Fair Market Value. For purposes of this Section
2.3,  "fair  market  value"  of a share of Common  Stock as of the Net  Issuance
Exercise Date shall mean:

                      (i) If the Net Issuance Right is exercised in connection
with a Public Offering,  and if the Company's Registration Statement relating to
such Public  Offering has been  declared  effective by the SEC, then the initial
"Price  to  Public"  specified  in the final  Prospectus  with  respect  to such
offering.

                      (ii) If the Net Issuance Right is not exercised in
connection with and contingent upon a Public Offering, then as follows:

                        (A) If the Common Stock is traded on a securities
exchange, the fair market value of a share of the Common Stock shall be deemed
to be the average of the closing

                                      - 6 -


prices of the Common Stock on such exchange over the 20 consecutive trading days
ending five business days prior to the Net Issuance Exercise Date;

                        (B) If the Common Stock is traded on the Nasdaq National
Market or the Nasdaq  SmallCap  Market,  the fair market value of a share of the
Common Stock shall be deemed to be the average of the last reported sales prices
of the Common Stock on such Market over the 30-day  period  ending five business
days prior to the Net Issuance Exercise Date;

                        (C) If the Common Stock is traded over-the-counter other
than on the Nasdaq  National  Market or the  Nasdaq  SmallCap  Market,  the fair
market value of a share of the Common Stock shall be deemed to be the average of
the closing bid prices of the Common  Stock over the 30-day  period  ending five
business days prior to the Net Issuance Exercise Date; and

                        (D) If there is no public market for the Common Stock,
then the fair market value of a share of the Common Stock shall be determined by
mutual agreement of the Warrantholder and the Company,  and if the Warrantholder
and the Company are unable to so agree,  at the Company's  sole  expense,  by an
investment banker of national  reputation selected by the Company and reasonably
acceptable to the Warrantholder.

      2.4   Reservation of Shares

            The Company  hereby agrees that at all times there shall be reserved
for issuance and delivery upon exercise of this Warrant such number of shares of
Common Stock or other  shares of capital  stock of the Company from time to time
issuable  upon  exercise  of  this  Warrant.  All  such  shares  shall  be  duly
authorized,  and when issued upon such exercise,  shall be validly issued, fully
paid and  non-assessable,  free  and  clear of all  liens,  security  interests,
charges and other  encumbrances  or restrictions on sale (except as contemplated
by Sections 2.2(b) and 5.2) and free and clear of all preemptive rights.

      2.5   Fractional Shares

            The Company  shall not be required to issue any  fraction of a share
of its capital stock in connection with the exercise of this Warrant, and in any
case where the  Warrantholder  would,  except for the provisions of this Section
2.5,  be  entitled  under the terms of this  Warrant to receive a fraction  of a
share upon the exercise of this Warrant, the Company shall, upon the exercise of
this  Warrant,  pay to the  Warrantholder  an amount  in cash  equal to the fair
market value of such fractional share as of the exercise date (or, if applicable
and a later date, the Net Issuance Exercise Date).

      2.6   Listing

            Prior to the issuance of any shares of Common Stock upon exercise of
this  Warrant,  the  Company  shall  secure the listing of such shares of Common
Stock upon each national  securities  exchange or automated quotation system, if
any, upon which shares of Common Stock are then listed

                                      - 7 -


(subject to official notice of issuance upon exercise of this Warrant) and shall
maintain,  so long as any other shares of Common Stock shall be so listed,  such
listing  of all  shares of Common  Stock  from  time to time  issuable  upon the
exercise  of  this  Warrant;  and the  Company  shall  so list on each  national
securities  exchange or automated  quotation  system,  and shall  maintain  such
listing of, any other shares of capital  stock of the Company  issuable upon the
exercise of this Warrant if and so long as any shares of the same class shall be
listed on such national securities exchange or automated quotation system.


                                    ARTICLE 3

                      ADJUSTMENT OF SHARES OF COMMON STOCK
                        PURCHASABLE AND OF EXERCISE PRICE

      The  Exercise  Price and the number and kind of  Warrant  Shares  shall be
subject to adjustment  from time to time upon the happening of certain events as
provided in this Article 3.

      3.1   Mechanical Adjustments

            (a) If at any time prior to the  exercise  of this  Warrant in full,
the Company  shall (i) declare a dividend or make a  distribution  on the Common
Stock payable in shares of its capital stock (whether  shares of Common Stock or
of capital stock of any other class); (ii) subdivide, reclassify or recapitalize
its  outstanding  Common Stock into a greater  number of shares;  (iii) combine,
reclassify or recapitalize its outstanding Common Stock into a smaller number of
shares; or (iv) issue any shares of its capital stock by reclassification of its
Common  Stock  (including  any  such   reclassification  in  connection  with  a
consolidation  or a merger in which the Company is the continuing  corporation),
the number of Warrant  Shares  issuable upon exercise of the Warrant  and/or the
Exercise  Price in  effect  at the  time of the  record  date of such  dividend,
distribution,  subdivision,  combination,  reclassification  or recapitalization
shall be  adjusted  so that the  Warrantholder  shall be entitled to receive the
aggregate number and kind of shares which, if this Warrant had been exercised in
full immediately  prior to such event, the  Warrantholder  would have owned upon
such  exercise  and had been  entitled  to receive  by virtue of such  dividend,
distribution,  subdivision,  combination,  reclassification or recapitalization.
Any  adjustment  required  by this  Section  3.1(a)  shall be made  successively
immediately after the record date, in the case of a dividend or distribution, or
the effective date, in the case of a subdivision, combination,  reclassification
or recapitalization,  to allow the purchase of such aggregate number and kind of
shares.

            (b) If at any time prior to the  exercise  of this  Warrant in full,
the Company shall fix a record date for the issuance or making of a distribution
to all holders of the Common Stock  (including any such  distribution to be made
in connection with a  consolidation  or merger in which the Company is to be the
continuing  corporation) of evidences of its indebtedness,  any other securities
of the company or any cash,  property or other assets  (excluding a combination,
reclassification or recapitalization referred to in Section 3.1(a), regular cash
dividends or cash

                                      - 8 -


distributions  paid out of net profits  legally  available  therefor  and in the
ordinary  course of business or  subscription  rights,  options or warrants  for
Common Stock or Common Stock Equivalents (excluding those referred to in Section
3.1(b)) (any such nonexcluded  event being herein called a "Special  Dividend"),
the Exercise Price shall be decreased immediately after the record date for such
Special Dividend to a price determined by multiplying the Exercise Price then in
effect by a fraction,  the  numerator of which shall be the then current  market
price of the Common  Stock (as  defined in Section  3.1(e)) on such  record date
less the fair market value (as  determined by the Company's  Board of Directors)
of the evidences of indebtedness, securities or property, or other assets issued
or distributed in such Special Dividend  applicable to one share of Common Stock
or of such  subscription  rights or warrants  applicable  to one share of Common
Stock and the  denominator  of which shall be such then current market price per
share of Common  Stock (as so  determined).  Any  adjustments  required  by this
Section 3.1 (b) shall be made successively  whenever such a record date is fixed
and in the event that such distribution is not so made, the Exercise Price shall
again be adjusted to be the Exercise Price that was in effect  immediately prior
to such record date.

            (c) If at any time prior to the  exercise  of this  Warrant in full,
the Company  shall make a  distribution  to all  holders of the Common  Stock of
stock of a subsidiary or securities  convertible  into or  exercisable  for such
stock,  then in lieu of an  adjustment  in the  Exercise  Price or the number of
Warrant   Shares   purchasable   upon  the  exercise  of  this   Warrant,   each
Warrantholder,  upon the  exercise  hereof at any time after such  distribution,
shall be entitled to receive from the Company,  such  subsidiary or both, as the
Company  shall   determine,   the  stock  or  other  securities  to  which  such
Warrantholder  would have been entitled if such Warrantholder had exercised this
Warrant immediately prior thereto, all subject to further adjustment as provided
in this Article 3, and the Company shall  reserve,  for the life of the Warrant,
such securities of such subsidiary,  or other  corporation;  provided,  however,
that no  adjustment  in respect of  dividends or interest on such stock or other
securities shall be made during the term of this Warrant or upon its exercise.

            (d)  Whenever  the  Exercise  Price  payable  upon  exercise of each
Warrant is adjusted  pursuant to paragraph  (b) of this Section 3.1, the Warrant
Shares shall  simultaneously  be adjusted by  multiplying  the number of Warrant
Shares then  issuable  upon  exercise of each Warrant by the  Exercise  Price in
effect on the date  thereof and dividing the product so obtained by the Exercise
Price, as adjusted.

            (e) For the purpose of any  computation  under this Section 3.1, the
current market price per share of Common Stock at any date shall be deemed to be
the  average  of the  daily  closing  prices  for 20  consecutive  trading  days
commencing  30 trading  days  before such date.  The closing  price for each day
shall be the last sale price regular way or, in case no such reported sales take
place on such day, the average of the last reported bid and asked prices regular
way, in either case on the principal national  securities  exchange on which the
Common  Stock is admitted to trading or listed,  or if not listed or admitted to
trading on such exchange,  the  representative  closing bid price as reported by
Nasdaq,  or other similar  organization  if Nasdaq is no longer  reporting  such
information, or if not so available, the fair market price as determined in good
faith by the Board of Directors of the Company.

                                      - 9 -


            (f) No  adjustment  in the Exercise  Price shall be required  unless
such  adjustment  would  require an  increase or decrease of at least five cents
($.05) in such price; provided, however, that any adjustments which by reason of
this  paragraph  (f) are not  required  to be made shall be carried  forward and
taken into account in any subsequent  adjustment.  All  calculations  under this
Section 3.1 shall be made to the nearest cent or to the nearest one-hundredth of
a share, as the case may be. Notwithstanding anything in this Section 3.1 to the
contrary, the Exercise Price shall not be reduced to less than the then existing
par value of the Common Stock as a result of any adjustment made hereunder.

            (g) In the  event  that at any time,  as a result of any  adjustment
made  pursuant to Section  3.1(a),  the  Warrantholder  thereafter  shall become
entitled  to  receive  any  shares  of the  Company  other  than  Common  Stock,
thereafter  the number of such other shares so  receivable  upon exercise of any
Warrant  shall be  subject  to  adjustment  from time to time in a manner and on
terms as nearly  equivalent as practicable to the provisions with respect to the
Common Stock contained in Section 3.1(a) or this Section 3.1(g).

      3.2   Notices of Adjustment

            Whenever  the  number of  Warrant  Shares or the  Exercise  Price is
adjusted as herein provided,  the Company shall prepare and deliver forthwith to
the  Warrantholder  a  certificate  signed  by its  President,  and by any  Vice
President,  Treasurer or Secretary,  setting forth the adjusted number of shares
purchasable  upon the exercise of this  Warrant and the  Exercise  Price of such
shares  after  such  adjustment  setting  forth a brief  statement  of the facts
requiring  such  adjustment,  and setting  forth the  computation  by which such
adjustment was made.

      3.3   No Adjustment for Dividends

            Except as provided in Section 3.1 of this  Agreement,  no adjustment
in respect of any cash  dividends  shall be made during the term of this Warrant
or upon the exercise of this Warrant.

      3.4   Preservation of Purchase Rights in Certain Transactions

            In case of any  reclassification,  capital  reorganization  or other
change of  outstanding  shares of Common  Stock  (other  than a  subdivision  or
combination of the  outstanding  Common Stock and other than a change in the par
value of the  Common  Stock)  or in case of any  consolidation  or merger of the
Company with or into another corporation (other than merger with a subsidiary in
which the Company is the continuing  corporation and that does not result in any
reclassification,  capital  reorganization or other change of outstanding shares
of Common Stock of the class  issuable  upon exercise of this Warrant) or in the
case of any sale,  lease,  transfer or conveyance to another  corporation of the
property  and  assets of the  Company  as an  entirety  or  substantially  as an
entirety,  the Company may, as a condition  precedent to such transaction  cause
such  successor or purchasing  corporation,  as the case may be, to execute with
the Warrantholder an agreement  granting the Warrantholder the right thereafter,
upon payment of the Exercise Price in effect immediately prior

                                     - 10 -


to such action,  to receive upon exercise of this Warrant the kind and amount of
shares and other  securities and property which he would have owned or have been
entitled  to  receive  after the  happening  of such  reclassification,  change,
consolidation,  merger,  sale,  or  conveyance  had this Warrant been  exercised
immediately  prior to such action. In the event that in connection with any such
reclassification, capital reorganization, change, consolidation, merger, sale or
conveyance,  additional  shares of  Common  Stock  shall be issued in  exchange,
conversion, substitution or payment, in whole or in part, for, or of, a security
of the Company  other than Common  Stock,  any such issue shall be treated as an
issue of Common Stock covered by the  provisions of Article 3. The provisions of
this Section 3.4 shall similarly apply to successive reclassifications,  capital
reorganizations, consolidations, mergers, sales or conveyances.

      3.5   Form of Warrant After Adjustments

            The  form  of  this  Warrant  need  not be  changed  because  of any
adjustments in the Exercise  Price or the number or kind of the Warrant  Shares,
and Warrants  theretofore or thereafter  issued may continue to express the same
price and number and kind of shares as are stated in this Warrant,  as initially
issued.

      3.6   Treatment of Warrantholder

            Prior  to due  presentment  for  registration  of  transfer  of this
Warrant,  the Company may deem and treat the Warrantholder as the absolute owner
of this Warrant  (notwithstanding  any  notation of  ownership or other  writing
hereon)  for all  purposes  and  shall  not be  affected  by any  notice  to the
contrary.


                                    ARTICLE 4

              OTHER PROVISIONS RELATING TO RIGHTS OF WARRANTHOLDER

      4.1   No Rights as Shareholders; Notice to Warrantholders

            Nothing  contained in this Warrant  shall be construed as conferring
upon the Warrantholder or his or its transferees the right to vote or to receive
dividends or to consent or to receive  notice as a shareholder in respect of any
meeting of  shareholders  for the election of directors of the Company or of any
other matter,  or any rights  whatsoever  as  shareholders  of the Company.  The
Company shall give notice to the Warrantholder by registered mail if at any time
prior  to the  expiration  or  exercise  in  full  of the  Warrants,  any of the
following events shall occur:

            (a) the Company shall authorize the payment of any dividend  payable
in any  securities  upon shares of Common Stock or  authorize  the making of any
distribution  (other  than a cash  dividend  excluded  from  the  definition  of
"Special  Dividend"  by the second  parenthetical  comment  set forth in Section
3.1(b)) to all holders of Common Stock;

                                     - 11 -


            (b) the  Company  shall  authorize  the  issuance  to all holders of
Common  Stock  of  any  additional  shares  of  Common  Stock  or  Common  Stock
Equivalents  or of rights,  options or  warrants  to  subscribe  for or purchase
Common Stock or Common Stock  Equivalents or of any other  subscription  rights,
options or warrants;

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

            (d) a capital reorganization or reclassification of the Common Stock
(other than a subdivision  or combination  of the  outstanding  Common Stock and
other than a change in the par value of the Common  Stock) or any  consolidation
or  merger  of the  Company  with  or into  another  corporation  (other  than a
consolidation  or merger in which the Company is the continuing  corporation and
that  does  not  result  in any  reclassification  or  change  of  Common  Stock
outstanding) or in the case of any sale or conveyance to another  corporation of
the property of the Company as an entirety or substantially as an entirety.

      Such giving of notice  shall be  initiated  (i) at least 10 Business  Days
prior  to the  date  fixed as a  record  date or  effective  date or the date of
closing of the  Company's  stock  transfer  books for the  determination  of the
shareholders entitled to such dividend,  distribution or subscription rights, or
for the  determination  of the  shareholders  entitled to vote on such  proposed
merger, consolidation, sale, conveyance, dissolution, liquidation or winding up.
Such  notice  shall  specify  such  record date or the date of closing the stock
transfer  books,  as the case may be.  Failure to provide  such notice shall not
affect  the  validity  of any action  taken in  connection  with such  dividend,
distribution or subscription  rights, or proposed merger,  consolidation,  sale,
conveyance, dissolution, liquidation or winding up.

      4.2   Lost, Stolen, Mutilated or Destroyed Warrants

            If this Warrant is lost, stolen, mutilated or destroyed, the Company
may, on such terms as to  indemnity  or  otherwise  as it may in its  reasonable
judgment impose (which shall, in the case of a mutilated Warrant,  including the
surrender  thereof),  issue a new Warrant of like denomination and tenor as, and
in substitution for, this Warrant.

                                    ARTICLE 5

                       SPLIT-UP, COMBINATION, EXCHANGE AND
                    TRANSFER OF WARRANTS AND WARRANTY SHARES

      5.1   Split-Up, Combination and Exchange of Warrants

            This  Warrant may be  split-up,  combined or  exchanged  for another
Warrant  or  Warrants  containing  the same terms to  purchase a like  aggregate
number of Warrant Shares. If the Warrantholder  desires to split-up,  combine or
exchange this Warrant, he or it shall make such request

                                     - 12 -


in writing  delivered  to the Company and shall  surrender  to the Company  this
Warrant and any other  Warrants to be so split-up,  combined or exchanged.  Upon
any such surrender for a split-up,  combination  or exchange,  the Company shall
execute and deliver to the person entitled thereto a Warrant or Warrants, as the
case may be, as so  requested.  The Company  shall not be required to effect any
split-up, combination or exchange which will result in the issuance of a Warrant
entitling the  Warrantholder  to purchase upon exercise a fraction of a share of
Common Stock or a fractional Warrant. The Company may require such Warrantholder
to pay a sum  sufficient  to cover any tax or  governmental  charge  that may be
imposed in connection with any split-up, combination or exchange of Warrants.

      5.2   Restrictions on Transfer, Restrictive Legends

            Except for  transfers  of a Warrant by operation of law or by reason
of the  reorganization  of the  issuer,  no  Warrant  may be sold,  transferred,
assigned or hypothecated  prior to November 21, 1998 (which is the date one year
after the effective date of the Offering), other than Warrants transferred to an
underwriter or dealer  participating in the Offering or to an officer or partner
of such a  participant.  Each Warrant  (and each  Warrant  issued upon direct or
indirect  transfer  of or in  substitution  for any  Warrant)  issued  prior  to
November 21,  1998,  shall be stamped or  otherwise  imprinted  with a legend in
substantially the following form:

            "THE SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION
            OF THIS WARRANT PRIOR TO NOVEMBER 21, 1998 IS
            RESTRICTED."

            In addition, except as otherwise permitted by this Section 5.2, each
Warrant  shall (and each Warrant  issued upon direct or indirect  transfer or in
substitution for any Warrant issued pursuant to Section 5.1 shall) be stamped or
otherwise imprinted with a legend in substantially the following form:

      "THIS  WARRANT AND ANY SHARES  ACQUIRED  UPON THE EXERCISE OF THIS WARRANT
HAVE NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED,  AND MAY
NOT  BE  SOLD  OR  OTHERWISE   TRANSFERRED   EXCEPT  PURSUANT  TO  AN  EFFECTIVE
REGISTRATION  STATEMENT  FILED UNDER SUCH ACT OR PURSUANT TO AN  EXEMPTION  FROM
REGISTRATION UNDER SUCH ACT."

      Except as otherwise  permitted by this Section 5.2, each stock certificate
for  Warrant  Shares  issued  upon the  exercise  of any  Warrant and each stock
certificate  issued  upon the direct or indirect  transfer  of any such  Warrant
Shares shall be stamped or otherwise  imprinted  with a legend in  substantially
the following form:

      "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE
SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE

                                     - 13 -


REGISTRATION STATEMENT FILED UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER SUCH ACT."

      Notwithstanding  the foregoing,  the Warrantholder may require the Company
to issue a Warrant  or a stock  certificate  for  Warrant  Shares,  in each case
without a legend, if the issuance of such Warrant is not in contravention of the
initial sentence of this Section 5.2 and (i) the issuance of such Warrant Shares
has been registered  under the Securities Act, (ii) such Warrant or such Warrant
Shares, as the case may be, have been registered for resale under the Securities
Act or sold  pursuant  to Rule 144  under  the  Securities  Act (or a  successor
thereto) or (iii) the  Warrantholder has received an opinion of counsel (who may
be house counsel for such Warrantholder)  reasonably satisfactory to the Company
that such  registration  is not  required  with  respect to such Warrant or such
Warrant Shares, as the case may be.

                                    ARTICLE 6

                  REGISTRATION UNDER THE SECURITIES ACT OF 1933

      6.1   Piggyback Registration

            (a) Right to include Registrable Securities.  If at any time or from
time to time prior to the second  anniversary of the  Expiration  Date (which is
the date seven  years after the  effective  date of the  Offering),  the Company
proposes to register any of its securities  under the Securities Act on any form
for the  registration of securities  under such Act,  whether or not for its own
account (other than by a registration  statement on Form S-8 or other form which
does not include  substantially  the same  information as would be required in a
form for the general  registration  of  securities or would not be available for
the  Registrable   Securities)  (a  "Piggyback   Registration"),   it  shall  as
expeditiously as possible give written notice to all Holders of its intention to
do so and of such  Holders'  rights  under this  Section  6.1.  Such  rights are
referred to  hereinafter  as "Piggyback  Registration  Rights." Upon the written
request of any such Holder made within 20 days after  receipt of any such notice
(which request shall specify the Registrable  Securities intended to be disposed
of by such Holder), the Company shall include in the Registration  Statement the
Registrable  Securities  which the Company has been so  requested to register by
the Holders  thereof and the Company shall keep such  registration  statement in
effect and maintain compliance with each federal and state law or regulation for
the  period  necessary  for such  Holder to effect  the  proposed  sale or other
disposition (but in no event for a period greater than 90 days).

            (b) Withdrawal of Piggyback Registration by Company. If, at any time
after giving  written  notice of its  intention to register any  securities in a
Piggyback   Registration  but  prior  to  the  effective  date  of  the  related
Registration  Statement,  the  Company  shall  determine  for any  reason not to
register such securities, the Company shall give notice of such determination to
each Holder and, thereupon,  shall be relieved of its obligation to register any
Registrable Securities in connection with such Piggyback Registration.  All best
efforts obligations of the Company pursuant

                                     - 14 -


to Section 6.4 shall cease if the Company  determines to terminate prior to such
effective  date  any  registration   where  Registrable   Securities  are  being
registered pursuant to this Section 6.1.

            (c) Piggyback  Registration of Underwritten  Public  Offering.  If a
Piggyback Registration involves an offering by or through underwriters, then (i)
all Holders  requesting  to have their  Registrable  Securities  included in the
Company's  Registration  Statement must sell their Registrable Securities to the
underwriters  selected by the Company on the same terms and  conditions as apply
to other selling  shareholders and (ii) any Holder requesting to have his or its
Registrable  Securities  included in such  Registration  Statement  may elect in
writing,  not later than three Business Days prior to the  effectiveness  of the
Registration  Statement filed in connection with such registration,  not to have
his  or  its  Registrable   Securities  so  included  in  connection  with  such
registration.

            (d) Payment of Registration Expenses for Piggyback Registration. The
Company shall pay all Registration Expenses in connection with each registration
of Registrable  Securities requested pursuant to a Piggyback  Registration Right
contained in this Section 6. 1.

            (e) Priority in Piggyback Registration.  If a Piggyback Registration
involves  an  offering  by or  through  underwriters,  the  Company,  except  as
otherwise provided herein,  shall not be required to include  Registrable Shares
therein if and to the extent the  underwriter  managing the offering  reasonably
believes in good faith and advises each Holder  requesting  to have  Registrable
Securities included in the Company's  Registration Statement that such inclusion
would  materially  adversely  affect such  offering;  provided that (i) if other
selling  shareholders  without  contractual  registration  rights have requested
registration of securities in the proposed offering,  the Company will reduce or
eliminate such  securities  held by selling  shareholders  without  registration
rights before any reduction or elimination of Registrable  Securities;  and (ii)
any such  reduction  or  elimination  (after  taking into  account the effect of
clause (i)) shall be pro rata to all other selling shareholders with contractual
registration rights.

      6.2   Demand Registration

            (a)  Request  for  Registration.  If,  at  any  time  prior  to  the
Expiration  Date (which is the date five years after the  effective  date of the
Offering),  any  25%  Holders  request  that  the  Company  file a  registration
statement  under the  Securities  Act,  as soon as  practicable  thereafter  the
Company shall use its best efforts to file a registration statement with respect
to all Warrant Shares that it has been so requested to include and to obtain the
effectiveness  thereof,  and shall take all other action necessary under federal
or state law or  regulation  to permit the  Warrant  Shares that are held and/or
that may be acquired upon the exercise of the Warrants  specified in the notices
of the Holders or holders  hereof to be sold or  otherwise  disposed of, and the
Company shall maintain such  compliance with each such federal and state law and
regulation  for the period  necessary  for such Holders or holders to effect the
proposed  sale or other  disposition;  provided,  however,  the Company shall be
entitled to defer such  registration for a period of up to 60 days if and to the
extent that its Board of Directors shall determine that such registration  would
interfere with a pending corporate

                                     - 15 -


transaction.  The Company shall also promptly give written notice to the Holders
and the holders of any other  Warrants  and/or the holders of any Warrant Shares
who or that have not made a request to the Company pursuant to the provisions of
this Section  6.2(a) of its  intention to effect any  required  registration  or
qualification,  and shall use its best  efforts  to effect as  expeditiously  as
possible such  registration  or  qualification  of all such other Warrant Shares
that  are then  held  and/or  that may be  acquired  upon  the  exercise  of the
Warrants,  the Holder or holders of which have  requested such  registration  or
qualification,  within 15 days after such notice has been given by the  Company,
as provided in the preceding sentence. The Company shall be required to effect a
registration  or  qualification  pursuant to this Section 6.2(a) on one occasion
only.

            (b) Payment of Registration  Expenses for Demand  Registration.  The
Company  shall pay all  Registration  Expenses  in  connection  with the  Demand
Registration.

            (c) Selection of Underwriters. If any Demand Registration is
requested to be in the form of an underwritten offering, the managing
underwriters shall be Wedbush Morgan Securities and Everen Securities, Inc., and
the  independent  price  required  under the rules of the NASD (if any) shall be
selected and  obtained by the Holders of a majority of the Warrant  Shares to be
registered.  Such  selection  shall be subject to the Company's  consent,  which
consent shall not be  unreasonably  withheld.  All fees and expenses (other than
Registration   Expenses   otherwise   required  to  be  paid)  of  any  managing
underwriter,  any co-manager or any independent underwriter or other independent
price  required  under  the  rules  of the  NASD  shall  be  paid  for  by  such
underwriters or by the Holders or holders whose shares are being registered.  If
Wedbush Morgan Securities and Everen  Securities,  Inc., should decline to serve
as managing  underwriter,  the Holders of a majority of the Warrant Shares to be
registered  may  select  and  obtain  one or more  managing  underwriters.  Such
selection  shall  be  subject  to the  Company's  consent,  which  shall  not be
unreasonably withheld.

            (d) Procedure for Requesting Demand Registration.  Any request for a
Demand Registration shall specify the aggregate number of Registrable Securities
proposed to be sold and the intended method of disposition. Within 10 days after
receipt  of  such a  request  the  Company  will  give  written  notice  of such
registration  request to all Holders and,  subject to the limitations of Section
6.2(b), the Company will include in such registration all Registrable Securities
with respect to which the Company has received  written  requests for  inclusion
therein  within 15  Business  Days after the date on which such notice is given.
Each such  request  shall  also  specify  the  aggregate  number of  Registrable
Securities to be registered and the intended method of disposition thereof.

      6.3   Buy-Outs of Registration Demand.

            In lieu of  carrying  out its  obligations  to  effect  a  Piggyback
Registration or Demand  Registration of any Registrable  Securities  pursuant to
this  Article  6, the  Company  may carry out such  obligation  by  offering  to
purchase and purchasing such Registrable  Securities  requested to be registered
in an amount in cash equal to the  difference  between  (a) 95% of the last sale
price of the Common  Stock on the day the request for  registration  is made and
(b) the Exercise Price in effect

                                     - 16 -


on such day;  provided,  however,  that the Holder or Holders may withdraw  such
request for registration rather than accept such offer by the Company.

      6.4   Registration Procedures.

            If and  whenever  the Company is required to use its best efforts to
take action  pursuant to any  Federal or state law or  regulation  to permit the
sale or other  disposition of any  Registrable  Securities that are then held or
that may be acquired  upon  exercise of the Warrants in order to effect or cause
the  registration  of any  Registrable  Securities  under the  Securities Act as
provided in this Article 6, the Company shall, as expeditiously as practicable:

            (a) prepare and file with the SEC, as soon as practicable  within 90
days after the end of the period within which requests for  registration  may be
given to the Company (but subject to the  provisions  for deferral  contained in
Section  6.2(a)  hereof) a  Registration  Statement or  Registration  Statements
relating to the  registration on any appropriate  form under the Securities Act,
which form shall be  available  for the sale of the  Registrable  Securities  in
accordance with the intended method or methods of distribution thereof,  subject
to Section  6.1(d) hereof,  and use its best efforts to cause such  Registration
Statements  to become  effective;  provided  that before  filing a  Registration
Statement or  Prospectus  or any  amendment or  supplements  thereto,  including
documents incorporated by reference after the initial filing of any Registration
Statement, the Company will furnish to the Holders of the Registrable Securities
covered by such Registration Statements and the underwriters,  if any, copies of
all such documents  proposed to be filed, which documents will be subject to the
review of such Holders and underwriters;

            (b) prepare and file with the SEC such amendments and post-effective
amendments  to a  Registration  Statement  as  may be  necessary  to  keep  such
Registration Statement effective for a reasonable period not to exceed 180 days;
cause the related  Prospectus  to be  supplemented  by any  required  Prospectus
supplement,  and as so  supplemented  to be filed pursuant to Rule 424 under the
Securities  Act;  and comply  with the  provisions  of the  Securities  Act with
respect  to the  disposition  of all  securities  covered  by such  Registration
Statement  during  such  period  in  accordance  with the  intended  methods  of
disposition by the sellers thereof set forth in such  Registration  Statement or
supplement to such Prospectus;

            (c) notify the selling  Holders of  Registrable  Securities  and the
managing  underwriters,  if any,  promptly and (if requested by any such Person)
confirm  such  advice  in  writing,  (i)  when a  Prospectus  or any  Prospectus
supplement or  post-effective  amendment has been filed,  and, with respect to a
Registration Statement or any post-effective amendment, when the same has become
effective;  (ii) of any request by the SEC for  amendments or  supplements  to a
Registration  Statement or related  Prospectus  or for  additional  information;
(iii) of the issuance by the SEC of any stop order suspending the  effectiveness
of a  Registration  Statement  or the  initiation  of any  proceedings  for that
purpose;  (iv) if at any time any of the  representations  and warranties of the
Company contemplated by paragraph (m) below ceases to be true and correct in all
material  respects;  (v) of the receipt by the Company of any notification  with
respect to the suspension of the

                                     - 17 -


qualification of any of the Registrable  Securities for sale in any jurisdiction
or the initiation or  threatening of any proceeding for such purposes;  and (vi)
of the  happening of any event that makes any  statement of a material fact made
in the  Registration  Statement,  the  Prospectus  or any document  incorporated
therein by reference  untrue or which  requires the making of any changes in the
Registration  Statement or  Prospectus  so that they will not contain any untrue
statement of a material  fact or omit to state any material  fact required to be
stated therein or necessary to make the statements therein not misleading;

            (d) make every  reasonable  effort to obtain the  withdrawal  of any
order suspending the  effectiveness of a Registration  Statement at the earliest
possible moment;

            (e)  if   reasonably   requested  by  the   managing   underwriters,
immediately  incorporate in a Prospectus supplement or post-effective  amendment
such  information  as the managing  underwriters  believe (on advice of counsel)
should be included  therein as required by applicable  law relating to such sale
of Registrable  Securities,  including,  without  limitation,  information  with
respect to the purchase price being paid for the Registrable  Securities by such
underwriters  and with respect to any other terms of the  underwritten (or "best
efforts"  underwritten)   offering;  and  make  all  required  filings  of  such
Prospectus  supplement  or  post-effective  amendment as soon as notified of the
matters to be  incorporated  in such  Prospectus  supplement  or  post-effective
amendment;

            (f) furnish to each selling  Holder of  Registrable  Securities  and
each  managing  underwriter,  without  charge,  at least one signed  copy of the
Registration  Statement  and any  post-effective  amendment  therein,  including
financial  statements  and  schedules,  all  documents  incorporated  therein by
reference and all exhibits (including those incorporated by reference);

            (g) deliver to each selling Holder of Registrable Securities and the
underwriters,  if any,  without  charge,  as many  copies of the  Prospectus  or
Prospectuses  (including  each  preliminary  Prospectus)  and any  amendment  or
supplement thereto as such Persons may reasonably request;  the Company consents
to the use of such Prospectus or any amendment or supplement  thereto by each of
the selling Holders of Registrable  Securities and the underwriters,  if any, in
connection with the offering and sale of the Registrable  Securities  covered by
such Prospectus or any amendment or supplement thereto;

            (h)  prior  to  any  public  offering  of  Registrable   Securities,
cooperate with the selling Holders of Registrable Securities,  the underwriters,
if any, and their  respective  counsel in connection  with the  registration  or
qualification  of such  Registrable  Securities  for  offer  and sale  under the
securities  or Blue Sky laws of such  jurisdictions  within the United States as
any selling Holder or underwriter reasonably requests in writing, keep each such
registration  or  qualification  effective  during the period such  Registration
Statement  is  required  to be kept  effective  and do any and all other acts or
things necessary or advisable to enable the disposition in such jurisdictions of
the Registrable  Securities  covered by the applicable  Registration  Statement,
provided  that the Company will not be required to qualify to do business in any
jurisdiction where it is not then so

                                     - 18 -


qualified  or to take any action  which  would  subject  the  Company to general
service of process in any jurisdiction where it is not at the time so subject;

      (i) cooperate with the selling  Holders of Registrable  Securities and the
managing underwriters, if any, to facilitate the timely preparation and delivery
of certificates  representing  Registrable Securities to be sold and not bearing
any restrictive  legends;  and enable such Registrable  Securities to be in such
denominations  and  registered  in such names as the managing  underwriters  may
request at least two Business Days prior to any sale of  Registrable  Securities
to the underwriters;

      (j) use its best efforts to cause the  Registrable  Securities  covered by
the applicable  Registration Statement to be registered with or approved by such
other  governmental  agencies or authorities  within the United States as may be
necessary to enable the seller or sellers thereof or the  underwriters,  if any,
to consummate the disposition of such Registrable Securities;

      (k) upon the occurrence of any event  contemplated  by Section  6.4(c)(vi)
above,  prepare a  post-effective  amendment  or  supplement  to the  applicable
Registration  Statement  or  related  Prospectus  or any  document  incorporated
therein by reference or file any other required  document so that, as thereafter
delivered to the purchasers of the Registrable Securities being sold thereunder,
such Prospectus will not contain an untrue  statement of a material fact or omit
to state  any  material  fact  necessary  to make  the  statements  therein  not
misleading;

      (l) with respect to each issue or class of Registrable Securities, use its
best efforts to cause all  Registrable  Securities  covered by the  Registration
Statement  to be listed  on each  securities  exchange  or  automated  quotation
system,  if any,  on which  similar  securities  issued by the  Company are then
listed if  requested  by the  Holders  of a  majority  of such issue or class of
Registrable Securities;

      (m) enter into such agreements (including any underwriting  agreement) and
take all such other action reasonably required in connection  therewith in order
to expedite or facilitate the disposition of such Registrable  Securities and in
such  connection,  if the  registration  is in connection  with an  underwritten
offering (i) make such  representations  and warranties to the  underwriters  in
such  form,   substance  and  scope  as  are  customarily  made  by  issuers  to
underwriters  in  underwritten  offerings  and  confirm  the  same  if and  when
requested;  (ii) obtain  opinions of counsel to the Company and updates  thereof
(which  counsel and opinions  shall be in form,  scope and substance  reasonably
satisfactory to the  underwriters)  addressed to the  underwriters  covering the
matters customarily covered in opinions requested in underwritten  offerings and
such other matters as may be reasonably  requested by such  underwriters;  (iii)
obtain "cold comfort" letters and updates thereof from the Company's accountants
addressed to the underwriters, such letters to be in customary form and covering
matters  of  the  type   customarily   covered  in  "cold  comfort"  letters  by
underwriters in connection with underwritten  offerings;  (iv) set forth in full
in any underwriting  agreement entered into the  indemnification  provisions and
procedures  of Section 6.5 hereof with respect to all parties to be  indemnified
pursuant to said Section; and (v) deliver such documents and certificates as may

                                     - 19 -


be reasonably  requested by the underwriters to evidence  compliance with clause
(i)  above  and with any  customary  conditions  contained  in the  underwriting
agreement or other  agreement  entered  into by the Company;  the above shall be
done at each closing under such  underwriting or similar agreement as and to the
extent required hereunder;

      (n) make  available for inspection by one or more  representatives  of the
Holders of Registrable  Securities being sold, any underwriter  participating in
any disposition  pursuant to such  registration,  and any attorney or accountant
retained  by such  Holders  or  underwriter,  all  financial  and other  record,
pertinent  corporate  documents  and  properties  of the Company,  and cause the
Company's officers, directors and employees to supply all information reasonably
requested by any such representatives, in connection with such; and

      (o) otherwise use its best efforts to comply with all  applicable  Federal
and state regulations; and take such other action as may be reasonably necessary
or advisable to enable each such Holder and each such  underwriter to consummate
the sale or disposition in such  jurisdiction or jurisdictions in which any such
Holder or underwriter  shall have requested that the  Registrable  Securities be
sold.

      Except as otherwise  provided in this  Agreement,  the Company  shall have
sole control in connection with the preparation,  filing, withdrawal,  amendment
or supplementing of each Registration Statement,  the selection of underwriters,
and the distribution of any preliminary  prospectus included in the Registration
Statement,  and may include  within the coverage  thereof  additional  shares of
Common Stock or other  securities  for its own account or for the account of one
or more of its other security holders.

      The Company may require each Seller of Registrable  Securities as to which
any  registration  is being effected to furnish to the Company such  information
regarding the distribution of such securities and such other  information as may
otherwise be required by the Securities Act to be included in such  Registration
Statement.

      6.5   Indemnification.

            (a) Indemnification by Company. In connection with each Registration
Statement  relating to the  disposition of Registrable  Securities,  the Company
shall  indemnify  and  hold  harmless  each  Holder  and  each   underwriter  of
Registrable  Securities  and each Person,  if any,  who controls  such Holder or
underwriter  (within the meaning of Section 15 of the  Securities Act or Section
20 of the  Exchange  Act)  against  any  and all  losses,  claims,  damages  and
liabilities, joint or several (including any reasonable investigation, legal and
other  expenses  incurred in connection  with, and any amount paid in settlement
of, any action, suit or proceeding or any claim asserted), to which they, or any
of them, may become subject under the Securities  Act, the Exchange Act or other
federal or state law or regulation, at common law or otherwise,  insofar as such
losses, claims, damages or liabilities arise out of or are based upon any untrue
statement  or alleged  untrue  statement  of a material  fact  contained  in any
Registration Statement, Prospectus or preliminary prospectus or

                                     - 20 -


any amendment thereof or supplement  thereto,  or arise out of or are based upon
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;
provided,  however,  that such  indemnity  shall not inure to the benefit of any
Holder or  underwriter  (or any person  controlling  such Holder or  underwriter
within the  meaning of  Section  15 of the  Securities  Act or Section 20 of the
Exchange Act) on account of any losses,  claims,  damages or liabilities arising
from the sale of the Registrable Securities if such untrue statement or omission
or alleged untrue statement or omission was made in such Registration Statement,
Prospectus  or  preliminary  prospectus  or such  amendment  or  supplement,  in
reliance upon and in  conformity  with  information  furnished in writing to the
Company by such Holder or underwriter  specifically for use therein. The Company
shall also indemnify  selling  brokers,  dealer managers and similar  securities
industry  professionals  participating in the  distribution,  their officers and
directors  and each  Person who  controls  such  Persons  (within the meaning of
Section 15 of the  Securities Act or Section 20 of the Exchange Act) to the same
extent as provided above with respect to the  indemnification  of the Holders of
Registrable  Securities,  if requested.  This  indemnity  agreement  shall be in
addition to any liability which the Company may otherwise have.

            (b)  Indemnification by Holder. In connection with each Registration
Statement,   each   Holder   shall   indemnify,   to  the  same  extent  as  the
indemnification  provided by the Company in Section  6.5(a),  the  Company,  its
directors and each officer who signs the Registration  Statement and each Person
who controls the Company (within the meaning of Section 15 of the Securities Act
and Section 20 of the Exchange  Act) but only  insofar as such  losses,  claims,
damages and liabilities  arise out of or are based upon any untrue  statement or
omission  or  alleged  untrue  statement  or  omission  which  was  made  in the
Registration  Statement,   the  Prospectus  or  preliminary  prospectus  or  any
amendment thereof or supplement thereto, in reliance upon and in conformity with
information  furnished in writing by such Holder to the Company specifically for
use  therein.  In no  event  shall  the  liability  of  any  selling  Holder  of
Registrable  Securities hereunder be greater in amount than the dollar amount of
the net  proceeds  received  by such  Holder  upon the  sale of the  Registrable
Securities giving rise to such indemnification  obligation. The Company shall be
entitled to receive  indemnities  from  underwriters,  selling  brokers,  dealer
managers and similar  securities  industry  professionals  participating  in the
distribution,  to the same extent as provided above, with respect to information
so  furnished  in writing by such  Persons  specifically  for  inclusion  in any
Registration  Statement,  Prospectus or preliminary  prospectus or any amendment
thereof or supplement thereto.

            (c) Conduct of Indemnification Procedure. Any party that proposes to
assert the right to be  indemnified  hereunder  will,  promptly after receipt of
notice of commencement of any action,  suit or proceeding  against such party in
respect of which a claim is to be made against an indemnifying  party or parties
under this Section,  notify each such indemnifying  party of the commencement of
such  action,  suit or  proceeding,  enclosing a copy of all papers  served.  No
indemnification  provided for in Section  6.5(a) or 6.5(b) shall be available to
any party who shall fail to give notice as provided  in this  Section  6.5(c) if
the party to whom  notice was not given was unaware of the  proceeding  in which
such notice  would have related and was  prejudiced  by the failure to give such
notice,  but the  omission  so to  notify  such  indemnifying  party of any such
action, suit

                                     - 21 -


or proceeding  shall not relieve it from any  liability  that it may have to any
indemnified  party for contribution  otherwise than under this Section.  In case
any such action,  suit or proceeding  shall be brought  against any  indemnified
party and it shall notify the indemnifying  party of the  commencement  thereof,
the  indemnifying  party shall be entitled to participate  in, and to the extent
that it  shall  wish,  jointly  with  any  other  indemnifying  party  similarly
notified,  to assume the defense  thereof,  with  counsel  satisfactory  to such
indemnified  party,  and  after  notice  from  the  indemnifying  party  to such
indemnified  party of its  election  so to assume the  defense  thereof  and the
approval by the indemnified party of such counsel,  the indemnifying party shall
not be liable to such indemnified party for any legal or other expenses,  except
as  provided  below  and  except  for  the  reasonable  costs  of  investigation
subsequently  incurred by such indemnified  party in connection with the defense
thereof. The indemnified party shall have the right to employ its counsel in any
such action,  but the fees and expenses of such counsel  shall be at the expense
of  such  indemnified  party  unless  (i)  the  employment  of  counsel  by such
indemnified  party has been authorized in writing by the  indemnifying  parties,
(ii) the indemnified  party shall have reasonably  concluded that there may be a
conflict of interest between the indemnifying  parties and the indemnified party
in the  conduct of the  defense of such  action (in which case the  indemnifying
parties  shall not have the right to direct the defense of such action on behalf
of the  indemnified  party) or (iii)  the  indemnifying  parties  shall not have
employed  counsel to assume the defense of such action within a reasonable  time
after notice of the  commencement  thereof,  in each of which cases the fees and
expenses of counsel  shall be at the  expense of the  indemnifying  parties.  An
indemnified  party shall not be liable for any  settlement of any action,  suit,
proceeding or claim effected without its written consent.

            (d)  Contribution.  In connection with each  Registration  Statement
relating to the disposition of Registrable  Securities,  if the  indemnification
provided for in subsection (a) hereof is  unavailable  to an  indemnified  party
thereunder in respect to any losses,  claims, damages or liabilities referred to
therein,  then the  indemnifying  party shall  contribute  to the amount paid or
payable  by such  indemnified  party as a result of losses,  claims,  damages or
liabilities  referred  to in  paragraph  (a) or (b) of this  Section 6.5 in such
proportion as is appropriate  to reflect the relative fault of the  indemnifying
party on the one hand and of the  indemnified  party on the other in  connection
with the statements or omissions that resulted in such losses,  claims,  damages
or  liabilities,  or actions in respect  thereof,  as well as any other relevant
equitable  considerations.  Relative  fault shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement of a material
fact or the  omission or alleged  omission to state a material  fact  relates to
information  supplied by the indemnifying party or the indemnified party and the
parties'  relative intent,  knowledge,  access to information and opportunity to
correct or prevent such untrue statement or omission.

            (e) Underwriting Agreement to Control. Notwithstanding the foregoing
provisions   of  the  Section  6.5,  to  the  extent  that  the   provisions  on
indemnification and contribution contained in any underwriting agreement entered
into in connection  with the  underwritten  public  offering of the  Registrable
Securities are in conflict with the foregoing provisions, the provisions in such
underwriting agreement shall control.


                                     - 22 -


            (f)  Specific  Performance.  The Company and the Holder  acknowledge
that remedies at law for the  enforcement  of this Section 6.5 may be inadequate
and intend that this Section 6.5 shall be specifically enforceable.

            (g) Survival of Obligations.  The obligations of the Company and the
Holder under this Section 6.5 shall  survive the  completion  of any offering of
Registrable  Securities pursuant to a Registration  Statement under this Article
6, and otherwise.

      6.6   Reports Under Securities Exchange Act of 1934.

      With a view to making  available  to the Holders the  benefits of Rule 144
promulgated under the Securities Act and any other rule or regulation of the SEC
that may at any time  permit a Holder to sell  securities  of the Company to the
public  without  registration  or pursuant to a  registration  on Form S-3,  the
Company agrees to:

      (a)  make and keep  public  information  available,  as  those  terms  are
understood  and  defined in SEC Rule 144,  at all times  after 90 days after the
effective date of the first registration  statement filed by the Company for the
offering of its securities to the general public;

      (b) file with the SEC in a timely  manner all reports and other  documents
required of the Company under the Securities Act and the Exchange Act; and

      (c)  furnish to any  Holder,  so long as the Holder  owns any  Registrable
Securities,  forthwith upon request (i) a written  statement by the Company that
it has complied  with the  reporting  requirements  of SEC Rule 144 (at any time
after 90 days after the effective date of the first registration statement filed
by the Company),  the  Securities Act and the Exchange Act (at any time after it
has become  subject to such reporting  requirements),  or that it qualifies as a
registrant  whose  securities  may be resold  pursuant  to Form S-3 (at any time
after it so  qualifies),  (ii) a copy of the most  recent  annual  or  quarterly
report of the Company and (iii) such other  reports  and  information  as may be
required  pursuant to the  provisions of any rule or regulation of the SEC which
permits the selling of any such securities  without  registration or pursuant to
such form.

                                    ARTICLE 7

                                  OTHER MATTERS

      7.1   Binding Effects; Benefits.

            This Warrant shall inure to the benefit of and shall be binding upon
the  Company  and  the   Warrantholder   and  their  respective   heirs,   legal
representatives,  successors and assigns. Nothing in this Warrant,  expressed or
implied, is intended to or shall confer on any person other than the Company and
the Warrantholder or their respective heirs, legal  representatives,  successors
or assigns, any rights, remedies,  obligations or liabilities under or by reason
of this Warrant.

                                     - 23 -


      7.2   No Inconsistent Agreements.

            The Company will not on or after the date of this Warrant enter into
any agreement  with respect to its  securities  which is  inconsistent  with the
rights  granted to the Holders in this Warrant or otherwise  conflicts  with the
provisions hereof. The rights granted to the Holders hereunder do not in any way
conflict with and are not inconsistent with the rights granted to holders of the
Company's securities under any other agreements.

      7.3   Adjustments Affecting Registrable Securities.

            The Company will not take any action outside the ordinary  course of
business,  or permit any change within its control to occur outside the ordinary
course of business,  with respect to the Registrable Securities which is without
a bona fide  business  purpose,  and which is  intended  to  interfere  with the
ability of the Holders of  Registrable  Securities  to include such  Registrable
Securities in a registration undertaken pursuant to this Agreement.

      7.4   Integration/Entire Agreement.

            This  Warrant is intended by the  parties as a final  expression  of
their  agreement  and intended to be a complete and  exclusive  statement of the
agreement  and  understanding  of the  parties  hereto in respect of the subject
matter  contained  herein.  There are no restrictions,  promises,  warranties or
undertakings,  other than those set forth or referred to herein with  respect to
the  registration  rights  granted by the Company with respect to the  Warrants.
This Warrant  supersedes  all prior  agreements and  understandings  between the
parties with  respect to such subject  matter  (other than  warrants  previously
issued by the Company to the Warrantholder).

      7.5   Amendments and Waivers.

            The  provisions  of this Warrant,  including the  provisions of this
sentence, may not be amended, modified or supplemented,  and waivers or consents
to departures from the provisions hereof may not be given unless the Company has
obtained  the  written  consent  of  holders  of at  least  a  majority  of  the
outstanding  Registrable  Securities.  Holders  shall be  bound  by any  consent
authorized  by  this  Section  whether  or not  certificates  representing  such
Registrable Securities have been marked to indicate such consent.

      7.6   Counterparts.

            This  Warrant may be executed in any number of  counterparts  and by
the  parties  hereto in  separate  counterparts,  each of which when so executed
shall  be  deemed  to be an  original  and all of  which  taken  together  shall
constitute one and the same agreement.


                                     - 24 -


      7.7   Governing Law.

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

      7.8   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,  the validity, legality and enforceability of any such
provision  in every other  respect  and of the  remaining  provisions  contained
herein shall not be affected or impaired thereby.

      7.9   Attorneys' Fees.

            In any action or  proceeding  brought to enforce any  provisions  of
this Warrant,  or where any provision  hereof is validly  asserted as a defense,
the successful party shall be entitled to recover reasonable attorneys' fees and
disbursements  in addition  to its costs and  expenses  and any other  available
remedy.

      7.10  Computations of Consent.

            Whenever   the  consent  or  approval  of  Holders  of  a  specified
percentage  of  Registrable   Securities  is  required  hereunder,   Registrable
Securities held by the Company or its affiliates  (other than the  Warrantholder
or subsequent  Holders if they are deemed to be such affiliates solely by reason
of their  holdings  of such  Registrable  Securities)  shall not be  counted  in
determining  whether  such  consent or approval was given by the Holders of such
required percentage.

      7.11  Notice.

     Any notices or  certificates by the Company to the Holder and by the Holder
to the Company  shall be deemed  delivered if in writing and delivered in person
or by registered mail (return receipt  requested) to the Holder  addressed to it
in care of Everen Securities, Inc., 77 West Wacker Dr., Suite 3100, Chicago, IL,
60601, or, if the Holder has designated by notice in writing to the Company, any
other address, to each other address and if to the Company,  addressed to it at:
4314 ZEVEX Park Lane, Salt Lake City, Utah 84123, Attention:  President,  with a
copy to Jones,  Waldo,  Holbrook & McDonough,  1500 Wells Fargo Plaza, 170 South
Main Street,  Salt Lake City,  Utah  84101-1644,  Attention:  Ronald S. Poelman,
Esq., or if the Company has designated,  by notice in writing to the Holder, any
other address, to such other address.

      The Company may change its address by written notice to the Holder and the
Holder may change its address by written notice to the Company.


                                     - 25 -


      In Witness  Whereof,  this  Warrant has been duly  executed by the Company
under its corporate seal as of the 26th day of November, 1997.

                                    ZEVEX INTERNATIONAL, INC.


                                    By: /s/ Dean G. Constantine

                                    Title: President

Attest: /S/ Phillip L. McStotts
              Secretary