Exhibit 10.8

WARRANT







THE SECURITIES PRESENTEBY THIS WARRANT HAVE NOT BEEN RESTEREDNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES
LAWS.  THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT
BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS,
OR AN OPINION OF COUNSEL IN A FORM REASONABLY SATISFACTORY TO THE
ISSUER THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE
STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID
ACT.  NOTWITHSTANDING THE FOREGOING, THIS WARRANT MAY BE PLEDGED IN
CONNECTION WITH A BONA FIDE MARGIN ACCOUNT.




_____________


Warrant To Purchase Common Stock




	Warrant No.: _______	Number of Shares: _________________




Date of Issuance: March 14,  2001






            __________________________ (the "Company"), a corporation incorporated under the laws of the __________,
hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, _________________, the registered holder hereof, or its permitted assigns
(the "Holder"), is entitled, subject to the terms set forth below, to purchase from the Company upon
surrender of this Warrant, at any time or times on or after the date hereof, but not after 11:59 P.M.
Eastern Time on the Expiration Date (as defined herein) ________________ fully paid and
nonassessable shares of Common Stock (as defined herein) of the Company (the "Warrant Shares")
at the Warrant Exercise Price as defined in Section 1(a)(xvii) below.  For purposes of this Warrant,
in determining the number of outstanding shares of Common Stock a holder may rely on the number
of outstanding shares of Common Stock as reflected in (1) the Company's most recent Form 10-QSB
or Form 10-KSB, as the case may be, (2) a more recent public announcement by the Company or
(3) any other notice by the Company or its transfer agent setting forth the number of shares of
Common Stock outstanding.  Upon the written request of any holder, the Company shall promptly,
but in no event later than one (1) Business Day following the receipt of such notice, confirm in
writing to any such holder the number of shares of Common Stock then outstanding.  In any case,
the number of outstanding shares of Common Stock shall be determined after giving effect to the
exercise of Warrants (as defined below) by such holder and its affiliates since the date as of which
such number of outstanding shares of Common Stock was reported. 




            Section 1.




                        (a)  Definitions.  The following words and terms as used in this Warrant shall have
the following meanings:







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                                    (i)	 "Approved Stock Plan
" means any employee benefit plan which has
been approved by the Board of Directors of the Company, pursuant to which the Company's
securities may be issued to any consultants, employee, officer or director for services provided to
the Company.




                                    (ii)	 "Business Day"
means any day other than Saturday, Sunday or other
day on which commercial banks in the City of New York are authorized or required by law to remain
closed.




                                    (iii)	"Closing Bid Price
" means the closing bid price of Common Stock
as quoted on the Principal Market (as reported by Bloomberg Financial Markets ("Bloomberg")
through its "Volume at Price" function).




                                    (iv)	"Closing Date"
has the meaning given it in the Securities Purchase
Agreement.




                                    (v)	"Common Stock"
means (i) the Company's common stock, no par
value per share, and (ii) any capital stock into which such Common Stock shall have been changed
or any capital stock resulting from a reclassification of such Common Stock.




                                    (vi)	 "Excluded Securities
" means, if such security is issued at a price
which is greater than or equal to the arithmetic average of the Closing Bid Prices of the Common
Stock for the ten (10) consecutive trading days immediately preceding the date of issuance, any of
the following: (a) any issuance by the Company of securities in connection with a strategic
partnership or a joint venture (the primary purpose of which is not to raise equity capital), (b) any
issuance by the Company of securities as consideration for a merger or consolidation or the
acquisition of a business, product, license, or other assets of another person or entity and (c) options
to purchase shares of Common Stock, provided, that (I) such options are issued after the date of this
Warrant to employees of the Company within 30 days of such employee's starting his employment
with the Company, and (II) the exercise price of such options is not less than the Closing Bid Price
of the Common Stock on the date of issuance of such option.




                                    (vii)	 "Expiration Date
" means the date five (5) years from the Issuance
Date or, if such date falls on a Saturday, Sunday or other day on which banks are required or
authorized to be closed in the City of New York or the State of New York or on which trading does
not take place on the Principal Exchange or automated quotation system on which the Common
Stock is traded (a "Holiday"), the next date that is not a Holiday.




                                    (viii)	 "Issuance Date
" means the date of this Warrant.







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                                    (ix)	"Registration Rights
Agreement" means the Registration Rights
Agreement dated, as of March 14, 2001, between the Company and the Persons named on Schedule
A thereto with respect to the registration rights pertaining to the Common Stock issuable upon
exercise of this Warrant.




                                    (x)	 "Options" means
any rights, warrants or options to subscribe for or
purchase Common Stock or Convertible Securities. 




                                    (xi)	 "Other Securities
" means (i) those options and warrants of the
Company issued prior to, and outstanding on, the Issuance Date, (ii) the shares of Common Stock
issuable on exercise of such options and warrants, provided such options and warrants are not
amended after the Issuance Date and (iii) the shares of Common Stock issuable upon exercise of this
Warrant. 




                                    (xii)	 "Person" means
an individual, a limited liability company, a
partnership, a joint venture, a corporation, a trust, an unincorporated organization and a government
or any department or agency thereof.




                                    (xiii)	 "Principal Market
" means the New York Stock Exchange, the
American Stock Exchange, the Nasdaq National Market, the Nasdaq SmallCap Market, whichever
is at the time the principal trading exchange or market for such security, or the over-the-counter
market on the electronic bulletin board for such security as reported by Bloomberg or, if no bid or
sale information is reported for such security by Bloomberg on the electronic bulletin board, then
the "pink sheets" distributed by the National Quotation Bureau, Inc.




                                    (xiv)	 "Securities Act
" means the Securities Act of 1933, as amended.




                                    (xv)	"Securities Purchase
Agreement" means the Securities Purchase
Agreement, dated as of March 14, 2001, between the Company and the Investor named therein for
the purchase of Common Stock by the Investor.




                                          
(xvi)	 "Warrant" means this Warrant and all Warrants issued in exchange,
transfer or replacement thereof.




                                    (xvii)	 "Warrant Exercise Price
" shall be $0.099 per share.




                                    (xviii)	"Warrant Shares
" means the shares of Common Stock issuable at
any time upon exercise of this Warrant.




                        (b)	Other Definitional Provisions.




                                    (i)	Except as otherwise specified
herein, all references herein (A) to the
Company shall be deemed to include the Company's successors and (B) to any applicable law
defined or referred to herein shall be deemed references to such applicable law as the same may have
been or may be amended or supplemented from time to time.







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                                    (ii)	When used in this Warrant, the
words "herein", "hereof", and
"hereunder" and words of similar import, shall refer to this Warrant as a whole and not to any
provision of this Warrant, and the words "Section", "Schedule", and "Exhibit" shall refer to
Sections of, and Schedules and Exhibits to, this Warrant unless otherwise specified.




                                    (iii)	Whenever the context so
requires, the neuter gender includes the
masculine or feminine, and the singular number includes the plural, and vice versa.




            Section 2.  Exercise of Warrant.




                        (a)	Subject to the terms and conditions hereof, this Warrant may be exercised by
the holder hereof then registered on the books of the Company, pro rata as hereinafter provided, at
any time on any Business Day on or after the opening of business on such Business Day,
commencing with the first day after the Issuance Date, and prior to 11:59 P.M. Eastern Time on the
Expiration Date, by (i) delivery of a written notice, in the form of the subscription notice attached
as Exhibit A hereto (the "Exercise Notice"), of such holder's election to exercise this Warrant, which
notice shall specify the number of Warrant Shares to be purchased, (ii) (A) payment to the Company
of an amount equal to the Warrant Exercise Price(s) applicable to the Warrant Shares being
purchased, multiplied by the number of Warrant Shares (at the applicable Warrant Exercise Price)
as to which this Warrant is being exercised (plus any applicable issue or transfer taxes) (the
"Aggregate Exercise Price") in cash or wire transfer of immediately available funds or (B)
notification to the Company that this Warrant is being exercised pursuant to a Cashless Exercise (as
defined in Section 2(f)) and (iii) the surrender of this Warrant (or an indemnification undertaking
with respect to this Warrant in the case of its loss, theft or destruction) to a common carrier for
overnight delivery to the Company as soon as practicable following such date.  In the event of any
exercise of the rights represented by this Warrant in compliance with this Section 2(a), the Company
shall on the second Business Day following the date of receipt of the Exercise Notice, the Aggregate
Exercise Price (or notice of a Cashless Exercise) and this Warrant (or an indemnification undertaking
with respect to this Warrant in the case of its loss, theft or destruction) and, except for a Cashless
Exercise, the receipt of the representations of the holder specified in Section 6 hereof, if requested
by the Company (the "Exercise Delivery Documents"), and if the Common Stock is DTC eligible
credit such aggregate number of shares of Common Stock to which the holder shall be entitled to
the holder's or its designee's balance account with The Depository Trust Company; provided, that
if the holder who submitted the Exercise Notice has requested physical delivery of any or all of the
Warrant Shares, or, if the Common Stock is not DTC eligible  then the Company shall, on or before
the second Business Day following receipt of the Exercise Delivery Documents, issue and surrender
to a common carrier for overnight delivery to the address specified in the Exercise Notice, a
certificate, registered in the name of the holder, for the number of shares of Common Stock to which
the holder shall be entitled pursuant to such request.  Upon delivery of the Exercise Notice and
Aggregate Exercise Price referred to in clause (ii)(A) above or notification to the Company of a







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Cashless Exercise referred to in Section 2(f), the holder of this Warrant shall be deemed for all
corporate purposes to have become the holder of record of the Warrant Shares with respect to which
this Warrant has been exercised.  In the case of a dispute as to the determination of the Warrant
Exercise Price, the Closing Bid Price or the arithmetic calculation of the Warrant Shares, the
Company shall promptly issue to the holder the number of Warrant Shares that is not disputed and
shall submit the disputed determinations or arithmetic calculations to the holder via facsimile within
one (1) Business Day of receipt of the holder's Exercise Notice.  If the holder and the Company are
unable to agree upon the determination of the Warrant Exercise Price or arithmetic calculation of the
Warrant Shares within one (1) day of such disputed determination or arithmetic calculation being
submitted to the holder, then the Company shall immediately submit via facsimile (i) the disputed
determination of the Warrant Exercise Price or the Closing Bid Price to an independent, reputable
investment banking firm or (ii) the disputed arithmetic calculation of the Warrant Shares to its
independent, outside accountant   The Company shall cause the investment banking firm or the
accountant, as the case may be, to perform the determinations or calculations and notify the
Company and the holder of the results no later than forty-eight (48) hours from the time it receives
the disputed determinations or calculations.  Such investment banking firm's or accountant's
determination or calculation, as the case may be, shall be deemed conclusive absent manifest error.




                        (b)	Unless the rights represented by this Warrant shall have expired or shall have
been fully exercised, the Company shall, as soon as practicable and in no event later than five (5)
Business Days after any exercise and at its own expense, issue a new Warrant identical in all respects
to this Warrant exercised except it shall represent rights to purchase the number of Warrant Shares
purchasable immediately prior to such exercise under this Warrant exercised, less the number of
Warrant Shares with respect to which such Warrant is exercised.




                        (c)	No fractional Warrant Shares are to be issued upon any pro rata exercise of
this Warrant, but rather the number of Warrant Shares issued upon such exercise of this Warrant
shall be rounded up or down to the nearest whole number.




                        (d)	If the Company or its transfer agent shall fail for any reason or for no reason
to issue to the holder within ten (10) Business Days of receipt of the Exercise Delivery Documents,
a certificate for the number of Warrant Shares to which the holder is entitled or to credit the holder's
balance account with The Depository Trust Company for such number of Warrant Shares to which
the holder is entitled upon the holder's exercise of this Warrant, the Company shall, in addition to
any other remedies under this Warrant or the Placement Agent Agreement or otherwise available to
such holder, pay as additional damages in cash to such holder on each day the issuance of such
certificate for Warrant Shares is not timely effected an amount equal to 0.5% of the product of (A)
the sum of the number of Warrant Shares not issued to the holder on a timely basis and to which the
holder is entitled, and (B) the Closing Bid Price of the Common Stock for the trading day
immediately preceding the last possible date which the Company could have issued such Common
Stock to the holder without violating this Section 2.







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                        (e)	If within ten (10) Business Days after the Company's receipt of the Exercise
Delivery Documents, the Company fails to deliver a new Warrant to the holder for the number of
Warrant Shares to which such holder is entitled pursuant to Section 2(b) hereof, then, in addition to
any other available remedies under this Warrant or the Placement Agent Agreement, or otherwise
available to such holder, the Company shall pay as additional damages in cash to such holder on
each day after such  tenth  (10th) Business Day that such delivery of such new Warrant is not timely
effected in an amount equal to 0.25% of the product of (A) the number of Warrant Shares
represented by the portion of this Warrant which is not being exercised and (B) the Closing Bid Price
of the Common Stock for the trading day immediately preceding the last possible date which the
Company could have issued such Warrant to the holder without violating this Section 2.




                        (f)	Notwithstanding any provision of this Warrant, the holder of this Warrant
may, at its election exercised in its sole discretion, exercise this Warrant to the extent then
exercisable, and in lieu of making payment of the Aggregate Exercise Price in cash, elect instead to
receive upon such exercise the "Net Number" of shares of Common Stock determined according to
the following formula (a "Cashless Exercise"):




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




	 	For purposes of the foregoing formula:




	 	 	A= the total number of Warrant Shares with respect to which this Warrant is then being exercised.	 
	 	 	B= the Closing Bid Price of the Common Stock on the date of exercise of the Warrant.	 
	 	 	C= the Warrant Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise.	 





            Section 3.  Covenants as to Common Stock.  The Company hereby covenants and agrees as
follows:




                        (a)	This Warrant is, and any Warrants issued in substitution for or replacement
of this Warrant will upon issuance be, duly authorized and validly issued.




                        (b)	All Warrant Shares which may be issued upon the exercise of the rights
represented by this Warrant will, upon issuance, be validly issued, fully paid and nonassessable and
free from all taxes, liens and charges with respect to the issue thereof.




                        (c)	During the period within which the rights represented by this Warrant may
be exercised, the Company will at all times have authorized and reserved at least 100% of the
number of shares of Common Stock needed to provide for the exercise of the rights then represented
by this Warrant and the par value of said shares will at all times be less than or equal to the
applicable Warrant Exercise Price.







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                        (d)	The Company shall promptly file a registration statement with the Securities
and Exchange Commission to secure the listing of the Warrant Shares on the Principal Market in
accordance with the terms and conditions regarding the registration rights of holders of Warrants set
forth in the Registration Rights Agreement and shall maintain, so long as any other shares of
Common Stock shall be so listed, such listing of all Warrant Shares 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, as the case may be, 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.




                        (e)	The Company will not, by amendment of its Articles of Incorporation or
through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of
securities, or any other voluntary action, avoid or seek to avoid the observance or performance of
any of the terms to be observed or performed by it hereunder, but will at all times in good faith assist
in the carrying out of all the provisions of this Warrant and in the taking of all such action as may
reasonably be requested by the holder of this Warrant in order to protect the exercise privilege of the
holder of this Warrant against dilution or other impairment, consistent with the tenor and purpose
of this Warrant.  The Company will not increase the par value of any shares of Common Stock
receivable upon the exercise of this Warrant above the Warrant Exercise Price then in effect, and
(ii) will take all such actions as may be necessary or appropriate in order that the Company may
validly and legally issue fully paid and nonassessable shares of Common Stock upon the exercise
of this Warrant.




                        (f)	This Warrant will be binding upon any entity succeeding to the Company by
merger, consolidation or acquisition of all or substantially all of the Company's assets.




            Section 4.  Taxes.  The Company shall pay any and all taxes, except any applicable
withholding, which may be payable with respect to the issuance and delivery of Warrant Shares upon
exercise of this Warrant.




            Section 5.  Warrant Holder Not Deemed a Stockholder.  Except as otherwise specifically
provided herein, no holder, as such, of this Warrant shall be entitled to vote or receive dividends or
be deemed the holder of shares of capital stock of the Company for any purpose, nor shall anything
contained in this Warrant be construed to confer upon the holder hereof, as such, any of the rights
of a stockholder of the Company or any right to vote, give or withhold consent to any corporate
action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger,
conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or
otherwise, prior to the issuance to the holder of this Warrant of the Warrant Shares which he or she
is then entitled to receive upon the due exercise of this Warrant.  In addition, nothing contained in







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this Warrant shall be construed as imposing any liabilities on such holder to purchase any securities
(upon exercise of this Warrant or otherwise) or as a stockholder of the Company, whether such
liabilities are asserted by the Company or by creditors of the Company.  Notwithstanding this
Section 5, the Company will provide the holder of this Warrant with copies of the same notices and
other information given to the stockholders of the Company generally, contemporaneously with the
giving thereof to the stockholders.




            Section 6.  Representations of Holder.  The holder of this Warrant, by the acceptance hereof,
represents that it is acquiring this Warrant and the Warrant Shares for its own account for investment
only and not with a view towards, or for resale in connection with, the public sale or distribution of
this Warrant or the Warrant Shares, except pursuant to sales registered or exempted under the
Securities Act; provided, however, that by making the representations herein, the holder does not
agree to hold this Warrant or any of the Warrant Shares for any minimum or other specific term and
reserves the right to dispose of this Warrant and the Warrant Shares at any time in accordance with
or pursuant to a registration statement or an exemption under the Securities Act.  The holder of this
Warrant further represents, by acceptance hereof, that, as of this date, such holder is an "accredited
investor" as such term is defined in Rule 501(a)(1) of Regulation D promulgated by the Securities
and Exchange Commission under the Securities Act (an "Accredited Investor").  Upon exercise of
this Warrant, other than pursuant to a Cashless Exercise, the holder shall, if requested by the
Company, confirm in writing, in a form satisfactory to the Company, that the Warrant Shares so
purchased are being acquired solely for the holder's own account and not as a nominee for any other
party, for investment, and not with a view toward distribution or resale and that such holder is an
Accredited Investor.  If such holder cannot make such representations because they would be
factually incorrect, it shall be a condition to such holder's exercise of this Warrant, other than
pursuant to a Cashless Exercise, that the Company receive such other representations as the
Company considers reasonably necessary to assure the Company that the issuance of its securities
upon exercise of this Warrant shall not violate any United States or state securities laws.




            Section 7.  Ownership and Transfer.




                        (a)  The Company shall maintain at its principal executive offices (or such other
office or agency of the Company as it may designate by notice to the holder hereof), a register for
this Warrant, in which the Company shall record the name and address of the person in whose name
this Warrant has been issued, as well as the name and address of each transferee.  The Company may
treat the person in whose name any Warrant is registered on the register as the owner and holder
thereof for all purposes, notwithstanding any notice to the contrary, but in all events recognizing any
transfers made in accordance with the terms of this Warrant.




                        (b)  The Company is obligated to register the Warrant Shares for resale under the
Securities Act pursuant to the Registration Rights Agreement and the initial holder of this Warrant
(and certain assignees thereof) is entitled to the registration rights in respect of the Warrant Shares
as set forth in the Registration Rights Agreement.







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            Section 8.  Adjustment of Warrant Exercise Price and Number of Shares.  The Warrant
Exercise Price and the number of shares of Common Stock issuable upon exercise of this Warrant
shall be adjusted from time to time as follows:




                        (a)  Adjustment of Warrant Exercise Price and Number of Shares upon Issuance of
Common Stock.  If and whenever on or after the Issuance Date of this Warrant, the Company issues
or sells, or is deemed to have issued or sold, any shares of Common Stock (other than (i) Excluded
Securities and (ii) shares of Common Stock which are issued or deemed to have been issued by the
Company in connection with an Approved Stock Plan or upon exercise or conversion of the Other
Securities) for a consideration per share less than a price (the "Applicable Price") equal to the
Warrant Exercise Price in effect immediately prior to such issuance or sale, then immediately after
such issue or sale the Warrant Exercise Price then in effect shall be reduced to an amount equal to
such consideration per share.  Upon each such adjustment of the Warrant Exercise Price hereunder,
the number of Warrant Shares issuable upon exercise of this Warrant shall be adjusted to the number
of shares determined by multiplying the Warrant Exercise Price in effect immediately prior to such
adjustment by the number of Warrant Shares issuable upon exercise of this Warrant immediately
prior to such adjustment and dividing the product thereof by the Warrant Exercise Price resulting
from such  adjustment.




                        (b)  Effect on Warrant Exercise Price of Certain Events.  For purposes of determining
the adjusted Warrant Exercise Price under Section 8(a) above, the following shall be applicable:




                                    (i)	Issuance of Options.  If
after the date hereof,  the Company in any
manner grants any Options and the lowest price per share for which one share of Common Stock is
issuable upon the exercise of any such Option or upon conversion or exchange of any convertible
securities issuable upon exercise of any such Option is less than the Applicable Price, then such
share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the
Company at the time of the granting or sale of such Option for such price per share.  For purposes
of this Section 8(b)(i), the lowest price per share for which one share of Common Stock is issuable
upon exercise of such Options or upon conversion or exchange of such Convertible Securities shall
be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the
Company with respect to any one share of Common Stock upon the granting or sale of the Option,
upon exercise of the Option or upon conversion or exchange of any Convertible Security issuable
upon exercise of such Option.  No further adjustment of the Warrant Exercise Price shall be made
upon the actual issuance of such Common Stock or of such Convertible Securities upon the exercise
of such Options or upon the actual issuance of such Common Stock upon conversion or exchange
of such Convertible Securities.




                                    (ii)	Issuance of Convertible
Securities.  If the Company in any manner
issues or sells any Convertible Securities and the lowest price per share for which one share of
Common Stock is issuable upon the conversion or exchange thereof is less than the Applicable Price,
then such share of Common Stock shall be deemed to be outstanding and to have been issued and
sold by the Company at the time of the issuance or sale of such Convertible Securities for such







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price per share.  For the purposes of this Section 8(b)(ii), the lowest price per share for which one share
of Common Stock is issuable upon such conversion or exchange shall be equal to the sum of the
lowest amounts of consideration (if any) received or receivable by the Company with respect to one
share of Common Stock upon the issuance or sale of the Convertible Security and upon conversion
or exchange of such Convertible Security.  No further adjustment of the Warrant Exercise Price shall
be made upon the actual issuance of such Common Stock upon conversion or exchange of such
Convertible Securities, and if any such issue or sale of such Convertible Securities is made upon
exercise of any Options for which adjustment of the Warrant Exercise Price had been or are to be
made pursuant to other provisions of this Section 8(b), no further adjustment of the Warrant Exercise
Price shall be made by reason of such issue or sale. 




                                    (iii)	Change in Option Price or
Rate of Conversion.  If the purchase price
provided for in any Options, the additional consideration, if any, payable upon the issue, conversion
or exchange of any Convertible Securities, or the rate at which any Convertible Securities are
convertible into or exchangeable for Common Stock changes at any time, the Warrant Exercise Price
in effect at the time of such change shall be adjusted to the Warrant Exercise Price which would have
been in effect at such time had such Options or Convertible Securities provided for such changed
purchase price, additional consideration or changed conversion rate, as the case may be, at the time
initially granted, issued or sold and the number of Warrant Shares issuable upon exercise of this
Warrant shall be correspondingly readjusted.  For purposes of this Section 8(b)(iii), if the terms of
any Option or Convertible Security that was outstanding as of the Issuance Date of this Warrant are
changed in the manner described in the immediately preceding sentence, then such Option or
Convertible Security and the Common Stock deemed issuable upon exercise, conversion or exchange
thereof shall be deemed to have been issued as of the date of such change.  No adjustment pursuant
to this Section 8(b) shall be made if such adjustment would result in an increase of the Warrant
Exercise Price then in effect.




                        (c)  Effect on Warrant Exercise Price of Certain Events.  For purposes of determining
the adjusted Warrant Exercise Price under Sections 8(a) and 8(b), the following shall be applicable:




                                    (i)	Calculation of Consideration
Received.  If any Common Stock,
Options or Convertible Securities are issued or sold or deemed to have been issued or sold for cash,
the consideration received therefore will be deemed to be the net amount received by the Company
therefore.  If any Common Stock, Options or Convertible Securities are issued or sold for a
consideration other than cash, the amount of such consideration received by the Company will be
the fair value of such consideration, except where such consideration consists of marketable
securities, in which case the amount of consideration received by the Company will be the Market
Price of such securities on the date of receipt of such securities.  If any Common Stock, Options or
Convertible Securities are issued to the owners of the non-surviving entity in connection with any
merger in which the Company is the surviving entity, the amount of consideration therefore will be
deemed to be the fair value of such portion of the net assets and business of the non-surviving entity
as is attributable to such Common Stock, Options or Convertible Securities, as the case may be.  The
fair value of any consideration other than cash or securities will be determined jointly by the







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Company and the holders of Warrants representing at least two-thirds (b) of the Warrant Shares
issuable upon exercise of the Warrants then outstanding.  If such parties are unable to reach
agreement within ten (10) days after the occurrence of an event requiring valuation (the "Valuation
Event"), the fair value of such consideration will be determined within five (5) Business Days after
the tenth (10th ) day following the Valuation Event by an independent, reputable appraiser jointly
selected by the Company and the holders of Warrants representing at least two-thirds (b) of the
Warrant Shares issuable upon exercise of the Warrants then outstanding.  The determination of such
appraiser shall be final and binding upon all parties and the fees and expenses of such appraiser shall
be borne jointly by the Company and the holders of Warrants.




                                    (ii)	Integrated Transactions.
In case any Option is issued in connection
with the issue or sale of other securities of the Company, together comprising one integrated
transaction in which no specific consideration is allocated to such Options by the parties thereto, the
Options will be deemed to have been issued for a consideration of $.01.




                                    (iii)	Treasury Shares.  The
number of shares of Common Stock outstanding
at any given time does not include shares owned or held by or for the account of the Company, and
the disposition of any shares so owned or held will be considered an issue or sale of Common Stock.




                                    (iv)	Record Date.  If the
Company takes a record of the holders of
Common Stock for the purpose of entitling them (1) to receive a dividend or other distribution
payable in Common Stock, Options or in Convertible Securities or (2) to subscribe for or purchase
Common Stock, Options or Convertible Securities, then such record date will 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 right of subscription or purchase, as the case may be.




                        (d)  Adjustment of Warrant Exercise Price upon Subdivision or Combination of
Common Stock.  If the Company at any time after the date of issuance of this Warrant subdivides
(by any stock split, stock dividend, recapitalization or otherwise) one or more classes of its
outstanding shares of Common Stock into a greater number of shares, any Warrant Exercise Price
in effect immediately prior to such subdivision will be proportionately reduced and the number of
shares of Common Stock obtainable upon exercise of this Warrant will be proportionately increased.
If the Company at any time after the date of issuance of this Warrant combines (by combination,
reverse stock split or otherwise) one or more classes of its outstanding shares of Common Stock into
a smaller number of shares, any Warrant Exercise Price in effect immediately prior to such
combination will be proportionately increased and the number of Warrant Shares issuable upon
exercise of this Warrant will be proportionately decreased.  Any adjustment under this Section 8(d)
shall become effective at the close of business on the date the subdivision or combination becomes
effective.




                        (e)  Distribution of Assets.  If the Company shall declare or make any dividend or
other distribution of its assets (or rights to acquire its assets) to holders of Common Stock, by way







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of return of capital or otherwise (including, without limitation, any distribution of cash, stock or
other securities, property or options by way of a dividend, spin off, reclassification, corporate
rearrangement or other similar transaction) (a "Distribution"), at any time after the issuance of this
Warrant, then, in each such case:




                                    (i)	any Warrant Exercise Price in
effect immediately prior to the close of
business on the record date fixed for the determination of holders of Common Stock entitled to
receive the Distribution shall be reduced, effective as of the close of business on such record date,
to a price determined by multiplying such Warrant Exercise Price by a fraction of which (A) the
numerator shall be the Closing Sale Price of the Common Stock on the trading day immediately
preceding such record date minus the value of the Distribution (as determined in good faith by the
Company's Board of Directors) applicable to one share of Common Stock, and (B) the denominator
shall be the Closing Sale Price of the Common Stock on the trading day immediately preceding such
record date; and




                                    (ii)	either (A) the number of Warrant
Shares obtainable upon exercise of
this Warrant shall be increased to a number of shares equal to the number of shares of Common
Stock obtainable immediately prior to the close of business on the record date fixed for the
determination of holders of Common Stock entitled to receive the Distribution multiplied by the
reciprocal of the fraction set forth in the immediately preceding clause (i), or (B) in the event that
the Distribution is of common stock of a company whose common stock is traded on a national
securities exchange or a national automated quotation system, then the holder of this Warrant shall
receive an additional warrant to purchase Common Stock, the terms of which shall be identical to
those of this Warrant, except that such warrant shall be exercisable into the amount of the assets that
would have been payable to the holder of this Warrant pursuant to the Distribution had the holder
exercised this Warrant immediately prior to such record date and with an exercise price equal to the
amount by which the exercise price of this Warrant was decreased with respect to the Distribution
pursuant to the terms of the immediately preceding clause (i).




                        (f)  Certain Events.  If any event occurs of the type contemplated by the provisions
of this Section 8 but not expressly provided for by such provisions (including, without limitation,
the granting of stock appreciation rights, phantom stock rights or other rights with equity features),
then the Company's Board of Directors will make an appropriate adjustment in the Warrant Exercise
Price and the number of shares of Common Stock obtainable upon exercise of this Warrant so as to
protect the rights of the holders of the Warrants; provided, except as set forth in section 8(d),that no
such adjustment pursuant to this Section 8(f) will increase the Warrant Exercise Price or decrease
the number of shares of Common Stock obtainable as otherwise determined pursuant to this Section
8.




                        (g)  Notices.




                                    (i)	Immediately upon any adjustment of
the Warrant Exercise Price, the
Company will give written notice thereof to the holder of this Warrant, setting forth in reasonable
detail, and certifying, the calculation of such adjustment.







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                                    (ii)	The Company will give written
notice to the holder of this Warrant
at least ten (10) days prior to the date on which the Company closes its books or takes a record
(A) with respect to any dividend or distribution upon the Common Stock, (B) with respect to any
pro rata subscription offer to holders of Common Stock or (C) for determining rights to vote with
respect to any Organic Change (as defined below), dissolution or liquidation, provided that such
information shall be made known to the public prior to or in conjunction with such notice being
provided to such holder.




                                    (iii)	The Company will also give
written notice to the holder of this
Warrant at least ten (10) days prior to the date on which any Organic Change, dissolution or
liquidation will take place, provided that such information shall be made known to the public prior
to or in conjunction with such notice being provided to such holder.




            Section 9.  Purchase Rights; Reorganization, Reclassification, Consolidation, Merger or Sale.




                        (a)  In addition to any adjustments pursuant to Section 8 above, if at any time the
Company grants, issues or sells any Options, Convertible Securities or rights to purchase stock,
warrants, securities or other property pro rata to the record holders of any class of Common Stock
(the "Purchase Rights"), then the holder of this Warrant will be entitled to acquire, upon the terms
applicable to such Purchase Rights, the aggregate Purchase Rights which such holder could have
acquired if such holder had held the number of shares of Common Stock acquirable upon complete
exercise of this Warrant immediately before the date on which a record is taken for the grant,
issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the
record holders of Common Stock are to be determined for the grant, issue or sale of such Purchase
Rights.




                        (b)  Any recapitalization, reorganization, reclassification, consolidation, merger, sale
of all or substantially all of the Company's assets to another Person or other transaction in each case
which is effected in such a way that holders of Common Stock are entitled to receive (either directly
or upon subsequent liquidation) stock, securities or assets with respect to or in exchange for
Common Stock is referred to herein as an "Organic Change".  Prior to the consummation of any
(i) sale of all or substantially all of the Company's assets to an acquiring Person or (ii) other Organic
Change following which the Company is not a surviving entity, the Company will secure from the
Person purchasing such assets or the successor resulting from such Organic Change (in each case,
the "Acquiring Entity") a written agreement (in form and substance satisfactory to the holders of
Warrants representing at least two-thirds (iii) of the Warrant Shares issuable upon exercise of the
Warrants then outstanding) to deliver to each holder of Warrants in exchange for such Warrants, a
security of the Acquiring Entity evidenced by a written instrument substantially similar in form and
substance to this Warrant and satisfactory to the holders of the Warrants (including an adjusted
warrant exercise price equal to the value for the Common Stock reflected by the terms of such
consolidation, merger or sale, and exercisable for a corresponding number of shares of Common
Stock acquirable and receivable upon exercise of the Warrants without regard to any limitations on
exercise, if the value so reflected is less than any Applicable Warrant Exercise Price immediately







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prior to such consolidation, merger or sale).  Prior to the consummation of any other Organic
Change, the Company shall make appropriate provision (in form and substance satisfactory to the
holders of Warrants representing a majority of the Warrant Shares issuable upon exercise of the
Warrants then outstanding) to insure that each of the holders of the Warrants will thereafter have the
right to acquire and receive in lieu of or in addition to (as the case may be) the Warrant Shares
immediately theretofore issuable and receivable upon the exercise of such holder's Warrants (without
regard to any limitations on exercise), such shares of stock, securities or assets that would have been
issued or payable in such Organic Change with respect to or in exchange for the number of Warrant
Shares which would have been issuable and receivable upon the exercise of such holder's Warrant
as of the date of such Organic Change (without taking into account any limitations or restrictions
on the exercisability of this Warrant).




            Section 10.  Lost, Stolen, Mutilated or Destroyed Warrant.  If this Warrant is lost, stolen,
mutilated or destroyed, the Company shall promptly, on receipt of an indemnification undertaking
(or, in the case of a mutilated Warrant, the Warrant), issue a new Warrant of like denomination and
tenor as this Warrant so lost, stolen, mutilated or destroyed.




            Section 11.  Notice.  Any notices, consents, waivers or other communications required or
permitted to be given under the terms of this Warrant must be in writing and will be deemed to have
been delivered:  (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile
(provided confirmation of receipt is received by the sending party transmission is mechanically or
electronically generated and kept on file by the sending party); or (iii) one Business Day after deposit
with a nationally recognized overnight delivery service, in each case properly addressed to the party
to receive the same.  The addresses and facsimile numbers for such communications shall be:




            If to the Holder:





            ___________________


            ___________________


            ___________________


            Telephone: (___) ___-____


            Facsimile:  (___) ___-____






            With Copy to:





            McGuire Woods LLP


            9 West 57th Street


            Suite 1620


            New York, NY  10019


            Telephone: (212) 548-2166


            Facsimile:  (212) 548-2150


            Attention:  William A. Newman, Esq.





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            If to the Company:






            PACEL Corp.


            8870 Rixlew Lane, Suite 201


            Manassas, VA  20709


            Telephone: (703) 257-4759


            Facsimile:  (703) 361-6706






            With a copy to: 	






            Martin Meyrowitz, Esq.


            Silver, Freedman & Taff, LLP


            1100 New York Avenue, NW


            Seventh Floor, East Tower


            Washington, D.C. 20005-3934


            Telephone: (202) 414-6127


            Facsimile: (202) 682-0354




            If to a holder of this Warrant, to it at the address and facsimile number set forth in the
Purchase Agreement, with copies to such holder's representatives as set forth in such Purchase
Agreement, or at such other address and facsimile as shall be delivered to the Company upon the
issuance or transfer of this Warrant.




            Each party shall provide five days' prior written notice to the other party of any change in
address or facsimile number.  Written confirmation of receipt (A) given by the recipient of such
notice, consent, facsimile ,waiver or other communication, (or (B) provided by a nationally
recognized overnight delivery service shall be rebuttable evidence of personal service, receipt by
facsimile or receipt from a nationally recognized overnight delivery service in accordance with
clause (i), (ii) or (iii) above, respectively.




            Section 12.  Date.  The date of this Warrant is March 14, 2001.  This Warrant, in all events,
shall be wholly void and of no effect after the close of business on the Expiration Date, except that
notwithstanding any other provisions hereof, the provisions of Section 8(b) shall continue in full
force and effect after such date as to any Warrant Shares or other securities issued upon the exercise
of this Warrant.




            Section 13.  Amendment and Waiver.  Except as otherwise provided herein, the provisions
of the Warrants may be amended and the Company may take any action herein prohibited, or omit
to perform any act herein required to be performed by it, only if the Company has obtained the
written consent of the holders of Warrants representing at least two-thirds of the Warrant Shares
issuable upon exercise of the Warrants then outstanding; provided that, except for Section 8(d), no
such action may increase the Warrant Exercise Price or decrease the number of shares or class of
stock obtainable upon exercise of any Warrant without the written consent of the holder of such
Warrant.







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            Section 14.  Descriptive Headings; Governing Law.  The descriptive headings of the several
sections and paragraphs of this Warrant are inserted for convenience only and do not constitute a part
of this Warrant.  The corporate laws of the State of New York shall govern all issues concerning the
relative rights of the Company and its stockholders.  All other questions concerning the construction,
validity, enforcement and interpretation of this Warrant shall be governed by the internal laws of the
State of New York, without giving effect to any choice of law or conflict of law provision or rule
(whether of the State of New York, or any other jurisdiction) that would cause the application of the
laws of any jurisdiction other than the State of New York.




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IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by its President and Chief Executive Officer, as of this __th day of ________, 2001.






	 	_________________________
		
		
	
By:   
	______________________________


Name: David E. Calkins


Title:  President and Chief Executive Officer




























































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EXHIBIT A TO WARRANT




SUBSCRIPTION FORM



TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS WARRANT


_________ 


            The undersigned holder hereby exercises the right to purchase _____________________ (______________) of
the shares of Common Stock ("Warrant Shares") of _________, a ________ corporation (the
"Company"), evidenced by the attached Warrant (the "Warrant").  Capitalized terms used herein
and not otherwise defined shall have the respective meanings set forth in the Warrant.




            1.  Form of Warrant Exercise Price.  The Holder intends that payment of the Warrant
Exercise Price shall be made as:




	
____________
		a "Cash Exercise" with respect to _________________


Warrant Shares; and/or
	
____________
		a "Cashless Exercise" with respect to _______________


Warrant Shares (to the extent permitted by the terms of the Warrant).






            2.  Payment of Warrant Exercise Price.  In the event that the holder has elected a Cash
Exercise with respect to some or all of the Warrant Shares to be issued pursuant hereto, the holder
shall pay the sum of $___________________ to the Company in accordance with the terms of the
Warrant.




            3.  Delivery of Warrant Shares.  The Company shall deliver to the holder __________
Warrant Shares in accordance with the terms of the Warrant.




            Date: _______________ __, 2001








            Name of Registered Holder






            By:


            Name:


            Title:















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EXHIBIT B TO WARRANT




FORM OF WARRANT POWER






            FOR VALUE RECEIVED, the undersigned does hereby assign and transfer to ________________,
Federal Identification No. __________, a warrant to purchase ____________ shares of the capital
stock of _________, a ________ corporation, represented by warrant certificate no. _____, standing
in the name of the undersigned on the books of said corporation.  The undersigned does hereby
irrevocably constitute and appoint ______________, attorney to transfer the warrants of said
corporation, with full power of substitution in the premises.






                        Dated:  _________, 2001






	 	____________________________________
		




		By:	_____________________________

Its:	_____________________________








































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