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                                    FORM OF
                       WARRANT FOR PURCHASE OF SHARES OF
                                COMMON STOCK OF

                               LSC, INCORPORATED

                                  JULY 15, 1998

         For value received, ____________________________, or its registered
assigns (the "Holder"), is entitled to purchase from LSC, Incorporated, a
Minnesota corporation (the "Company"), at any time on or before July 14, 2003,
______________________________ (________) fully paid and nonassessable shares of
the Company's Common Stock, $.01 par value (such class of stock being
hereinafter referred to as the "Common Stock" and such Common Stock as may be
acquired upon exercise hereof being hereinafter referred to as the "Warrant
Stock"), at the price of $3.20 per share ("Warrant Exercise Price").

         This Warrant is described in, and is subject to the terms and
provisions of, the Bridge Loan Agreement, dated as of September 11, 1997, among
the Company and the investors named therein (the "Agreement"). The provisions of
the Agreement are incorporated herein by reference with the same force and
effect as if fully set forth herein.

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

         1. The rights represented by this Warrant may be exercised by the
Holder, in whole or in part (but not as to a fractional share of Common Stock),
by written notice of exercise delivered to the Company accompanied by the
surrender of this Warrant (properly endorsed if required) at the principal
office of the Company and upon payment to it, by cash, certified check or bank
draft, of the warrant exercise price for such shares. In addition, the Holder
may elect to pay the full purchase price by receiving a number of shares of
Common Stock computed using the following formula:

                  X = Y(A-B)
                      ------
                         A

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

                  Y = the number of shares of Common Stock as to which this
                      Warrant is being exercised.

                  A = the Fair Market Value of one share of Common Stock.

                  B = Warrant Exercise Price.

         "Fair Market Value" means, with respect to the Company's Common Stock,
as of any date:

                  (a) if the Common Stock is listed or admitted to unlisted
         trading privileges on any national securities exchange or is not so
         listed or admitted but transactions in the Common Stock are reported on
         the Nasdaq National Market, the reported closing price of the Common
         Stock on such exchange or by the Nasdaq National Market as of such date

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         (or, if no shares were traded on such day, as of the next preceding day
         on which there was such a trade); or

                  (b) if the Common Stock is not so listed or admitted to
         unlisted trading privileges or reported on the Nasdaq National Market,
         and bid and asked prices therefor in the over-the-counter market are
         reported by Nasdaq or National Quotation Bureau, Inc. (or any
         comparable reporting service), the mean of the closing bid and asked
         prices as of such date, as so reported by Nasdaq or, if not so reported
         thereon, as reported by National Quotation Bureau, Inc. (or such
         comparable reporting service); or

                  (c) if the Common Stock is not so listed or admitted to
         unlisted trading privileges, or reported on the Nasdaq National Market,
         and such bid and asked prices are not so reported by Nasdaq or National
         Quotation Bureau, Inc. (or any comparable reporting service), such
         price as the Company's Board of Directors determines in good faith in
         the exercise of its reasonable discretion.

         The Company agrees that the Warrant Stock so purchased shall be and are
deemed to be issued as of the close of business on the date on which this
Warrant shall have been surrendered and payment made for such Warrant Stock as
aforesaid. Certificates for the shares of Warrant Stock so purchased shall be
delivered to the Holder within 15 days after the rights represented by this
Warrant shall have been so exercised, and, unless this Warrant has expired, a
new Warrant representing the number of Warrant Stock, if any, with respect to
which this Warrant has not been exercised shall also be delivered to the Holder
within such time. Notwithstanding the foregoing, however, the Company shall not
be required to deliver any certificates for the Warrant Stock, except in
accordance with the provisions and subject to the limitations of Section 5
below.

         2. The Company covenants and agrees that all shares of Warrant Stock
that may be issued upon the exercise of this Warrant will, upon issuance, be
duly authorized and issued, fully paid and nonassessable and free from all
taxes, liens and charges with respect to the issuance thereof. The Company
further covenants and agrees that until expiration of this Warrant, the Company
will at all times have authorized, and reserved for the purpose of issuance or
transfer upon exercise of this Warrant, a sufficient number of shares of Common
Stock to provide for the exercise of this Warrant.

         3. The foregoing provisions are, however, subject to the following:

                  (a) The Warrant Exercise Price shall be subject to adjustment
         from time to time as hereinafter provided. Upon each adjustment of the
         Warrant Exercise Price, the holder of this Warrant shall thereafter be
         entitled to purchase, at the Warrant Exercise Price resulting from such
         adjustment, the number of shares obtained by multiplying the Warrant
         Exercise Price in effect immediately prior to such adjustment by the
         number of shares purchasable pursuant hereto immediately prior to such
         adjustment and dividing the product thereof by the Warrant Exercise
         Price resulting from such adjustment.

                  (b) Except as provided in this Section 3, if and whenever the
         Company shall issue or sell any shares of its Common Stock for a
         consideration per share less than the


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         Warrant Exercise Price in effect at the time of such issuance or sale,
         then, forthwith upon such issue or sale, the Warrant Exercise Price
         shall be reduced to such lesser price.

                  (c) Notwithstanding any other provision of this Section 3,
         the Warrant Exercise Price shall not be adjusted in the case of
         issuance by the Company of (i) shares of Common Stock issued upon
         exercise or conversion of any warrants, options, convertible securities
         or other rights to acquire shares of Common Stock outstanding on the
         date hereof, (ii) options to purchase shares of Common Stock (including
         shares of Common Stock issued upon the exercise thereof) granted or to
         be granted pursuant to the Company's existing stock option plan, as
         such plan is in effect on the date hereof or as may be amended by the
         Board of Directors, (iii) shares of Common Stock or options or other
         rights to purchase shares of Common Stock (including shares of Common
         Stock issued upon the exercise thereof) issued under employee benefit
         plans that the Company may adopt in the future including, but not
         limited to, stock purchase plans, profit sharing plans, stock option
         plans and stock incentive plans, (iv) shares of Common Stock issued
         upon exercise of warrants issued under the Agreement, or (v) shares of
         Common Stock issued upon conversion of convertible promissory notes
         issued under the Agreement.

                  (d) No adjustment of the Warrant Exercise Price, however,
         shall be made in an amount less than 1.0% of the Warrant Exercise Price
         in effect on the date of such adjustment, but any such lesser
         adjustment shall be carried forward and shall be made at the time and
         together with the next subsequent adjustment which, together with any
         such adjustment so carried forward, shall be an amount equal to or
         greater than 1.0% of the Warrant Exercise Price then in effect.

                  (e) For the purposes of this Section 3, the following
         provisions (i) to (iv), inclusive, shall also be applicable:

                              (i) In case at any time the Company shall grant
                  (whether directly or by assumption in a merger or otherwise)
                  any rights to subscribe for or to purchase, or any options for
                  the purchase of, (a) Common Stock or (b) any obligations or
                  any shares of stock or other securities of the Company which
                  are convertible into, or exchangeable for, Common Stock (any
                  of such obligations or shares of stock or other securities
                  being hereinafter called "Convertible Securities") whether or
                  not such rights or options or the right to convert or exchange
                  any such Convertible Securities are immediately exercisable,
                  and the price per share for which Common Stock is issuable
                  upon the exercise of such rights or options or upon conversion
                  or exchange of such Convertible Securities (determined by
                  dividing (x) the total amount, if any, received or receivable
                  by the Company as consideration for the granting of such
                  rights or options, plus the minimum aggregate amount of
                  additional consideration payable to the Company upon the
                  exercise of such rights or options, plus, in the case of such
                  Convertible Securities, the minimum aggregate amount of
                  additional consideration, if any, payable upon the issue of
                  such Convertible Securities and upon the conversion or
                  exchange thereof, by (y) the total maximum number of shares of
                  Common Stock issuable upon the exercise of such rights or
                  options or upon the conversion or exchange of all such
                  Convertible Securities issuable upon the exercise of such
                  rights or


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                  options) shall be less than the Warrant Exercise Price in
                  effect immediately prior to the time of the granting of such
                  rights or options, then the total maximum number of shares of
                  Common Stock issuable upon the exercise of such rights or
                  options or upon conversion or exchange of the total maximum
                  amount of such Convertible Securities issuable upon the
                  exercise of such rights or options shall (as of the date of
                  granting of such rights or options) be deemed to have been
                  issued for such price per share. Except as provided in Section
                  3(h) below, no further adjustments of the Warrant Exercise
                  Price shall be made upon the actual issue of such Common Stock
                  or of such Convertible Securities upon exercise of such rights
                  or options or upon the actual issue of such Common Stock upon
                  conversion or exchange of such Convertible Securities.

                              (ii) In case the Company shall issue or sell
                  (whether directly or by assumption in a merger or otherwise)
                  any Convertible Securities, whether or not the rights to
                  exchange or convert thereunder are immediately exercisable,
                  and the price per share for which Common Stock is issuable
                  upon such conversion or exchange (determined by dividing (x)
                  the total amount received or receivable by the Company as
                  consideration for the issue or sale of such Convertible
                  Securities, plus the minimum aggregate amount of additional
                  consideration, if any, payable to the Company upon the
                  conversion or exchange thereof, by (y) the total maximum
                  number of shares of Common Stock issuable upon the conversion
                  or exchange of all such Convertible Securities) shall be less
                  than the Warrant Exercise Price in effect immediately prior to
                  the time of such issue or sale, then the total maximum number
                  of shares of Common Stock issuable upon conversion or exchange
                  of all such Convertible Securities shall (as of the date of
                  the issue or sale of such Convertible Securities) be deemed to
                  be outstanding and to have been issued for such price per
                  share, provided that (a) except as provided in Section 3(h)
                  below, no further adjustments of the Warrant Exercise Price
                  shall be made upon the actual issue of such Common Stock upon
                  conversion or exchange of such Convertible Securities, and (b)
                  if any such issue or sale of such Convertible Securities is
                  made upon exercise of any rights to subscribe for or to
                  purchase or any option to purchase any such Convertible
                  Securities for which adjustments of the Warrant Exercise Price
                  have been or are to be made pursuant to other provisions of
                  this Section 3, no further adjustment of the Warrant Exercise
                  Price shall be made by reason of such issue or sale.

                              (iii) In case any shares of Common Stock or
                  Convertible Securities or any rights or options to purchase
                  any such Common Stock or Convertible Securities shall be
                  issued or sold for cash, the consideration received therefor
                  shall be deemed to be the amount received by the Company
                  therefor, without deducting therefrom any expenses incurred or
                  any underwriting commissions or concessions paid or allowed by
                  the Company in connection therewith. In case any shares of
                  Common Stock or Convertible Securities or any rights or
                  options to purchase any such Common Stock or Convertible
                  Securities shall be issued or sold for a consideration other
                  than cash, the amount of the consideration other than cash
                  received by the Company shall be deemed to be the fair value
                  of such consideration as determined by the Board of Directors
                  of the Company, without


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                  deducting therefrom any expenses incurred or any underwriting
                  commissions or concessions paid or allowed by the Company in
                  connection therewith. In case any shares of Common Stock or
                  Convertible Securities or any rights or options to purchase
                  such Common Stock or Convertible Securities shall be issued in
                  connection with any merger or consolidation in which the
                  Company is the surviving corporation, the amount of
                  consideration therefor shall be deemed to be the fair value as
                  determined by the Board of Directors of the Company of such
                  portion of the assets and business of the non-surviving
                  corporation or corporations as such Board shall determine to
                  be attributable to such Common Stock, Convertible Securities,
                  rights or options, as the case may be. In the event of any
                  consolidation or merger of the Company in which the Company is
                  not the surviving corporation or in the event of any sale of
                  all or substantially all of the assets of the Company for
                  stock or other securities of any other corporation, the
                  Company shall be deemed to have issued a number of shares of
                  its Common Stock for stock or securities of the other
                  corporation computed on the basis of the actual exchange ratio
                  on which the transaction was predicated and for a
                  consideration equal to the fair market value on the date of
                  such transaction of such stock or securities of the other
                  corporation, and if any such calculation results in adjustment
                  of the Warrant Exercise Price, the determination of the number
                  of shares of Common Stock issuable upon conversion immediately
                  prior to such merger, conversion or sale, for purposes of
                  Section 3(i) below, shall be made after giving effect to such
                  adjustment of the Warrant Exercise Price.

                              (iv) In case the Company shall take a record of
                  the holders of its Common Stock for the purpose of entitling
                  them (a) to receive a dividend or other distribution payable
                  in Common Stock or in Convertible Securities, or in any rights
                  or options to purchase any Common Stock or Convertible
                  Securities, or (b) to subscribe for or purchase Common Stock
                  or Convertible Securities, then the date of such record shall
                  be deemed to be the date of the issue or sale of the shares of
                  Common Stock deemed to have been issued or sold upon the
                  declaration of such dividend or the making of such other
                  distribution or the date of the granting of such rights of
                  subscription or purchase, as the case may be.

                  (f) In case the Company shall (i) declare a dividend upon
         the Common Stock payable in Common Stock (other than a dividend
         declared to effect a subdivision of the outstanding shares of Common
         Stock, as described in Section 3(g) below) or Convertible Securities,
         or in any rights or options to purchase any Common Stock or Convertible
         Securities, or (ii) declare any other dividend or make any other
         distribution upon the Common Stock payable otherwise than out of
         earnings or earned surplus, then thereafter the Holder upon the
         conversion hereof will be entitled to receive the number of shares of
         Common Stock issuable upon exercise of this Warrant, and, in addition
         and without payment therefor, each dividend described in clause (i)
         above and each dividend or distribution described in clause (ii) above
         which such holder would have received by way of dividends or
         distributions if continuously since the Holder became the record holder
         of this Warrant the Holder (x) had been the record holder of the number
         of shares of Common Stock then received, and (y) had retained all
         dividends or distributions in stock or securities (including Common
         Stock or Convertible Securities, or in any rights or


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         options to purchase any Common Stock or Convertible Securities) payable
         in respect of such Common Stock or in respect of any stock or
         securities paid as dividends or distributions and originating directly
         or indirectly from such Common Stock. For the purposes of the foregoing
         a dividend or distribution other than in cash shall be considered
         payable out of earnings or earned surplus only to the extent that such
         earnings or surplus are charged an amount equal to the fair value of
         such dividend or distribution as determined by the Board of Directors
         of the Company.

                  (g) In case the Company shall at any time subdivide its
         outstanding shares of Common Stock into a greater number of shares, the
         Warrant Exercise Price in effect immediately prior to such subdivision
         shall be proportionately reduced, and conversely, in case the
         outstanding shares of Common Stock of the Company shall be combined
         into a smaller number of shares, the Warrant Exercise Price in effect
         immediately prior to such combination shall be proportionately
         increased.

                  (h) If (i) the purchase price provided for in any right or
         option referred to in clause (i) of Section 3(e), or (ii) the
         additional consideration, if any, payable upon the conversion or
         exchange of Convertible Securities referred to in clause (i) or clause
         (ii) of Section 3(e), or (iii) the rate at which any Convertible
         Securities referred to in clause (i) or clause (ii) of Section 3(e) are
         convertible into or exchangeable for Common Stock, shall change at any
         time (other than under or by reason of provisions designed to protect
         against dilution), the Warrant Exercise Price then in effect hereunder
         shall forthwith be increased or decreased to such Warrant Exercise
         Price as would have obtained had the adjustments made upon the issuance
         of such rights, options or Convertible Securities been made upon the
         basis of (a) the issuance of the number of shares of Common Stock
         theretofore actually delivered upon the exercise of such options or
         rights or upon the conversion or exchange of such Convertible
         Securities, and the total consideration received therefor, and (b) the
         issuance at the time of such change of any such options, rights, or
         Convertible Securities then still outstanding for the consideration, if
         any, received by the Company therefor and to be received on the basis
         of such changed price; and on the expiration of any such option or
         right or the termination of any such right to convert or exchange such
         Convertible Securities, the Warrant Exercise Price then in effect
         hereunder shall forthwith be increased to such Warrant Exercise Price
         as would have obtained had the adjustments made upon the issuance of
         such rights or options or Convertible Securities been made upon the
         basis of the issuance of the shares of Common Stock theretofore
         actually delivered (and the total consideration received therefor) upon
         the exercise of such rights or options or upon the conversion or
         exchange of such Convertible Securities. If the purchase price provided
         for in any right or option referred to in clause (i) of Section 3(e),
         or the rate at which any Convertible Securities referred to in clause
         (i) or clause (ii) of Section 3(e) are convertible into or exchangeable
         for Common Stock, shall decrease at any time under or by reason of
         provisions with respect thereto designed to protect against dilution,
         then in case of the delivery of Common Stock upon the exercise of any
         such right or option or upon conversion or exchange of any such
         Convertible Security, the Warrant Exercise Price then in effect
         hereunder shall forthwith be decreased to such Warrant Exercise Price
         as would have obtained had the adjustments made upon the issuance of
         such right, option or Convertible Security been made upon the


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         basis of the issuance of (and the total consideration received for) the
         shares of Common Stock delivered as aforesaid.

                  (i) If any capital reorganization or reclassification of
         the capital stock of the Company, or consolidation or merger of the
         Company with another corporation, or the sale of all or substantially
         all of its assets to another corporation shall be effected in such a
         way that holders of Common Stock shall be entitled to receive stock,
         securities or assets with respect to or in exchange for Common Stock,
         then, as a condition of such reorganization, reclassification,
         consolidation, merger or sale, lawful and adequate provision shall be
         made whereby the Holder of this Warrant shall thereafter have the right
         to receive upon the basis and upon the terms and conditions specified
         herein and in lieu of the shares of the Common Stock of the Company
         immediately theretofore receivable upon the exercise of this Warrant,
         such shares of stock, securities or assets as may be issued or payable
         with respect to or in exchange for a number of outstanding shares of
         such Common Stock equal to the number of shares of such stock
         immediately theretofore receivable upon the exercise of this Warrant
         had such reorganization, reclassification, consolidation, merger or
         sale not taken place, plus all dividends unpaid and accumulated or
         accrued thereon to the date of such reorganization, reclassification,
         consolidation, merger or sale, and in any such case appropriate
         provision shall be made with respect to the rights and interests of the
         Holder of this Warrant to the end that the provisions hereof (including
         without limitation provisions for adjustments of the Warrant Exercise
         Price and of the number of shares receivable upon the exercise of the
         this Warrant) shall thereafter be applicable, as nearly as may be in
         relation to any shares of stock, securities or assets thereafter
         receivable upon the exercise of this Warrant. The Company shall not
         effect any such consolidation, merger or sale, unless prior to the
         consummation thereof the successor corporation (if other than the
         Company) resulting from such consolidation or merger or the corporation
         purchasing such assets shall assume by written instrument executed and
         mailed to the Holder of this Warrant, at the last addresses of such
         holders appearing on the books of the Company, the obligation to
         deliver to the Holder such shares of stock, securities or assets as, in
         accordance with the foregoing provisions, the Holder may be entitled to
         receive.

                  (j) Upon any adjustment of the Warrant Exercise Price, then
         and in each case the Company shall give written notice thereof, by
         first-class mail, postage prepaid, addressed to the Holder of this
         Warrant, which shall state the Warrant Exercise Price resulting from
         such adjustment and the increase or decrease, if any, in the number of
         shares receivable at such price upon the exercise of this Warrant,
         setting forth in reasonable detail the method of calculation and the
         facts upon which such calculation is based, and which notice shall be
         certified by a nationally recognized firm of independent auditors
         (which may be the Company's independent auditors).

                  (k) In case at any time:

                           (i) the Company shall declare any cash dividend on
                  its Common Stock;


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                              (ii) the Company shall pay any dividend payable in
                  stock upon its Common Stock or make any distribution (other
                  than regular cash dividends) to the holders of its Common
                  Stock;

                              (iii) the Company shall offer for subscription pro
                  rata to the holders of its Common Stock any additional shares
                  of stock of any class or other rights;

                              (iv) there shall be any capital reorganization, or
                  reclassification of the capital stock of the Company, or
                  consolidation or merger of the Company with, or sales of all
                  or substantially all of its assets to, another corporation; or

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

         then, in any one or more of said cases, the Company shall give written
         notice, by first-class mail, postage prepaid, addressed to the Holder
         at the addresses of such holders as shown on the books of the Company,
         of the date on which (a) the books of the Company shall close or a
         record shall be taken for such dividend, distribution or subscription
         rights, or (b) such reorganization, reclassification, consolidation,
         merger, sale, dissolution, liquidation or winding up shall take place,
         as the case may be. Such notice shall also specify the date as of which
         the holders of Common Stock of record shall participate in such
         dividend, distribution or subscription rights, or shall be entitled to
         exchange their Common Stock for securities or other property
         deliverable upon such reorganization, reclassification, consolidation,
         merger, sale, dissolution, liquidation, or winding up, as the case may
         be. Such written notice shall be given at least twenty (20) days prior
         to the action in question and not less than twenty (20) days prior to
         the record date or the date on which the Company's transfer books are
         closed in respect thereto.

                  (l) If any event occurs as to which in the opinion of the
         Board of Directors of the Company the other provisions of this Section
         3 are not strictly applicable or if strictly applicable would not
         fairly protect the rights of the Holder in accordance with the
         essential intent and principles of such provisions, then the Board of
         Directors shall make an adjustment in the application of such
         provisions, in accordance with such essential intent and principles, so
         as to protect such rights as aforesaid.

                  (m) As used in this Section 3 the term "Common Stock" shall
         mean and include the Company's presently authorized Common Stock and
         shall also include any capital stock of any class of the Company
         hereafter authorized which shall not be limited to a fixed sum or
         percentage in respect of the rights of the holders thereof to
         participate in dividends or in the distribution of assets upon the
         voluntary or involuntary liquidation, dissolution or winding up of the
         Company; provided that the shares receivable pursuant to exercise of
         this Warrant shall include shares designated as Common Stock of the
         Company as of the date of issuance of this Warrant, or, in case of any
         reclassification of the outstanding shares thereof, the stock,
         securities or assets provided for in Section 3(i) above.


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                     (n) No fractional shares of Common Stock shall be issued
         upon conversion pursuant to this Section 3, but, instead of any
         fraction of a share which would otherwise be issuable, the Company
         shall pay a cash adjustment in respect of such fraction in an amount
         equal to the same fraction of the Fair Market Value, as defined in
         Section 1, of one share of Common Stock as of the close of business on
         the day of conversion.

         4. This Warrant shall not entitle the Holder to any voting rights or
other rights as a shareholder of the Company.

         5. The Holder, by acceptance hereof, represents and warrants that (a)
it is acquiring this Warrant for its own account for investment purposes only
and not with a view to its resale or distribution and (b) it has no present
intention to resell or otherwise dispose of all or any part of this Warrant.
Other than pursuant to registration under federal and state securities laws or
an exemption from such registration, the availability of which the Company shall
determine in its sole discretion, (y) the Company will not accept the exercise
of this Warrant or issue certificates for shares of Warrant Stock and (z)
neither this Warrant nor any shares of Warrant Stock may be sold, pledged,
assigned or otherwise disposed of (whether voluntarily or involuntarily). The
Company may condition such issuance or sale, pledge, assignment or other
disposition on the receipt from the party to whom this Warrant is to be so
transferred or to whom Warrant Stock is to be issued or so transferred of any
representations and agreements requested by the Company in order to permit such
issuance or transfer to be made pursuant to exemptions from registration under
federal and applicable state securities laws. Each certificate representing the
Warrant (or any part thereof) and any shares of Warrant Stock shall be stamped
with appropriate legends setting forth these restrictions on transferability.
The Holder, by acceptance hereof, agrees to give written notice to the Company
before exercising or transferring this Warrant or transferring any shares of
Warrant Stock of the Holder's intention to do so, describing briefly the manner
of any proposed exercise or transfer. Within thirty (30) days after receiving
such written notice, the Company shall notify the Holder as to whether such
exercise or transfer may be effected.

         6. This Warrant shall be transferable only on the books of the Company
by the Holder in person, or by duly authorized attorney, on surrender of the
Warrant, properly assigned.

         7. Neither this Warrant nor any term hereof may be changed, waived,
discharged or terminated orally but only by an instrument in writing signed by
the party against which enforcement of the change, waiver, discharge or
termination is sought.

         IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by
its duly authorized officer and to be dated as of the date set forth above.

                                       LSC, INCORPORATED

                                       By
                                         --------------------------------------
                                       Its
                                          -------------------------------------


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THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN
ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, ASSIGNED
OR OTHERWISE DISPOSED OF, AND NO TRANSFER OF THE SECURITIES WILL BE MADE BY THE
COMPANY OR ITS TRANSFER AGENT, IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION
OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.


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