EXECUTION COPY


              WARRANT FOR THE PURCHASE OF SHARES OF COMMON STOCK

                       AIRPORT SYSTEMS INTERNATIONAL, INC.

                                                                  WARRANT NO.  3

NEITHER THIS WARRANT, NOR THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE
HEREOF, HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
UNDER THE SECURITIES LAWS OF ANY STATE. NO TRANSFER, SALE OR OTHER DISPOSITION
OF THIS WARRANT OR SUCH SHARES MAY BE MADE UNLESS A REGISTRATION STATEMENT WITH
RESPECT TO THIS WARRANT OR SUCH SHARES HAS BECOME EFFECTIVE UNDER SAID ACT, AND
SUCH REGISTRATION OR QUALIFICATION AS MAY BE NECESSARY UNDER THE SECURITIES LAWS
OF ANY STATE HAS BECOME EFFECTIVE, OR AIRPORT SYSTEMS INTERNATIONAL, INC. HAS
BEEN FURNISHED WITH AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO AIRPORT
SYSTEMS INTERNATIONAL, INC. THAT SUCH REGISTRATION IS NOT REQUIRED WITH RESPECT
TO SUCH PROPOSED DISPOSITION THEREOF, AND THAT SUCH DISPOSITION WILL NOT CAUSE
THE LOSS OF THE EXEMPTION UPON WHICH AIRPORT SYSTEMS INTERNATIONAL, INC. RELIED
IN ISSUING THIS WARRANT OR SUCH SHARES TO THE ORIGINAL OWNER THEREOF.

                                                WARRANT TO PURCHASE 45,635
                                                SHARES OF COMMON STOCK

      FOR VALUE RECEIVED, AIRPORT SYSTEMS INTERNATIONAL, INC. (the "Company"), a
Kansas corporation, hereby certifies that KCEP VENTURES II, L.P., or any
permitted transferee of this Warrant (the "Holder"), is entitled to purchase
from the Company, at any one time in whole, or from time to time in part, during
the seven-year period commencing February 7, 2000 and ending at 5:00 p.m.,
Kansas City time, on February 7, 2007, forty-five thousand six hundred
thirty-five (45,635) fully paid and nonassessable shares of the authorized but
presently unissued common stock, $.01 par value, of the Company ("Common Stock")
at a purchase price of $3.30 per share; PROVIDED, HOWEVER, that the number of
shares of Common Stock to be delivered upon any exercise of this Warrant and the
purchase price to be paid for each such share, shall be subject to adjustment
from time to time as hereinafter set forth; and, PROVIDED FURTHER, that the
Purchaser shall not make any partial purchase of Warrant Shares unless the total
number of Warrant Shares to be purchased in such partial purchase shall be equal
to or greater than 10,000. The Company covenants and agrees that it will pay
when due any and all taxes which may be payable in connection with the issuance
of this Warrant, or the issuance of any Warrant Shares upon the exercise of this
Warrant; but the Company shall not be required to pay any tax in respect to any
subsequent transfer of this Warrant or the Warrant Shares. The shares of Common
Stock issuable and issued upon such exercise, as so adjusted from time to time,
together with all shares of Common Stock issuable and issued pursuant to other
Warrants which may be issued upon transfer or partial exercise of this Warrant,
are hereinafter referred to

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as the "Warrant Shares" and the purchase price, as adjusted, for each Warrant
Share which is in effect from time to time is hereinafter referred to as the
"Warrant Price."

      1. EXERCISE OF WARRANT.

      1.1 EXERCISE OF WARRANT. The Holder may exercise this Warrant, as a whole
at any one time or in part from time to time during the seven-year period
commencing February 7, 2000 and ending at 5:00 p.m., Kansas City time, on
February 7, 2007, by the surrender of this Warrant, together with the Notice of
Exercise attached hereto duly executed and specifying therein the number of
Warrant Shares to be purchased upon such exercise (which number shall be equal
to or greater than 10,000) and the Warrant Price then in effect and containing
the requisite information required to be furnished therein, at the then
principal executive office of the Company, accompanied by payment, in the manner
set forth below, equal to the Warrant Price in effect at the date of such
exercise multiplied by the total number of Warrant Shares to be purchased upon
such exercise. Payment for Warrant Shares purchased upon any such exercise shall
be made by wire transfer payable in available funds to the order of the Company.
If any such exercise is for less than all of the Warrant Shares then issuable
under this Warrant, such exercise shall be for a number of whole Warrant Shares
and the Company at its expense promptly shall issue and deliver to the Holder a
new Warrant covering on the face thereof the number of Warrant Shares in respect
of which this Warrant is not then exercised. Upon receipt by the Company of this
Warrant at the office or agency of the Company, along with payment and the
Notice of Exercise, the Holder shall be deemed to be the holder of record of the
shares of Common Stock issuable upon such exercise, 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 Holder.

      1.2 COMPANY TO REAFFIRM OBLIGATIONS. The Company, at the time of each
exercise of this Warrant, upon the request of the Holder, will acknowledge in
writing its continuing obligation to afford to the Holder any rights (including,
without obligation, any right to registration or qualification of the Warrant
Shares or other securities, if any, issued upon such exercise) to which the
Holder shall continue to be entitled after such exercise pursuant to the
provisions hereof; PROVIDED that if the Holder shall fail to make any such
request, such failure shall not affect the continuing obligation of the Company
to afford to the Holder any such rights.

      2. DELIVERY OF STOCK CERTIFICATES, ETC., ON EXERCISE. As soon as
practicable (and in no event later than 10 days) after each exercise and
surrender of this Warrant, the Company, at its expense (including the payment by
it of any applicable issue taxes), will cause to be issued and delivered to the
Holder a certificate or certificates, registered in the name of the Holder, for
the number of fully paid and nonassessable Warrant Shares to which the Holder
shall be entitled upon such exercise, plus, in lieu of any fractional Warrant
Shares to which the Holder would otherwise be entitled, cash in an amount equal
to the fair value of such fractional Warrant Shares as of the date of exercise
determined as follows:

            (a) If the Common Stock is listed on a national securities exchange
      or admitted to unlisted trading privileges on such exchange, or quoted on
      the Nasdaq National Market ("Nasdaq") the current value shall be the last
      reported sale price of the Common Stock on such exchange or market on the
      last business day prior to the date of

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      exercise of this Warrant or if no such sale is made on such day, the
      average closing bid and asked prices for such day on such exchange or
      market; or

            (b) If the Common Stock is not so listed or admitted to unlisted
      trading privileges, the current value shall be the mean of the last
      reported bid and asked prices reported by the Nasdaq (or, if not so quoted
      on Nasdaq, by the National Quotation Bureau, Inc.) on the last business
      day prior to the date of the exercise of this Warrant; or

            (c) If the Common Stock is not so listed or admitted to unlisted
      trading privileges and bid and asked prices are not so reported, the
      current value shall be an amount, not less than book value, determined in
      such reasonable manner as may be prescribed by the Board of Directors of
      the Company, such determination to be final and binding on the Holder.

Together with the Certificates for the Warrant Shares, the Company shall also
deliver any other stock or other securities (collectively, "Other Securities")
and property (including cash, where applicable) to which such Holder may be
entitled upon such exercise pursuant to the provisions hereof.

      3. AUTHORIZATION AND RESERVATION OF WARRANT SHARES. The Company represents
and warrants to the Holder that (a) it has all requisite corporate power and
authority, and has taken all necessary corporate action, to issue and deliver
this Warrant, to authorize and reserve for issuance and, upon payment of the
Warrant Price therefor, to issue and deliver the Warrant Shares, and (b) the
execution and delivery of this Warrant and the consummation of the transactions
herein contemplated will not result in a breach or violation of, or constitute a
default or an event permitting acceleration of the rights of any third party
under, the Articles of Incorporation, as amended, or the Amended and Restated
Bylaws of the Company or any mortgage, lease, indenture, agreement, instrument,
statute, decree, order, judgment, rule or regulation to which the Company is
subject or a party. The Company agrees that, prior to the expiration of this
Warrant, the Company at all times will have authorized and in reserve, solely
for issuance and delivery upon the exercise of this Warrant, the total number of
Warrant Shares as from time to time may be issuable upon exercise of this
Warrant, and shall keep such Warrant Shares, as well as any and all Other
Securities and property as from time to time shall be deliverable to the Holder
upon the exercise of this Warrant, available for delivery to the Holder, free
and clear of all restrictions on, and preemptive rights with respect to, such
issuance and delivery.

      4. REORGANIZATION, CONSOLIDATION, MERGER, ETC.

      4.1 GENERAL. If, at any time or from time to time when this Warrant
remains outstanding, the Company shall (a) effect a reorganization within the
meaning of Section 368 of the Internal Revenue Code of 1986, as amended, or (b)
merge into any other person, firm or entity or (c) transfer all or substantially
all of its property or assets to any other person, firm or entity under any plan
or arrangement contemplating the exchange of the Company's stock or assets for
stock and/or other property (including cash) with, in the circumstance described
in this Section 4.1(c), the view to distributing such stock and/or other
property (including cash) to the Company's stockholders upon the dissolution of
the Company within 24 months after the date of


<PAGE>

such transfer, then, and in each such case, the Holder of this Warrant, upon the
exercise hereof as provided in Section 1 at any time after the effective date of
such reorganization or merger, or the effective date of such transfer and
dissolution, as the case may be, shall be entitled to receive (and the Company
shall be required to deliver), in lieu of the Common Stock (or Other Securities)
issuable upon such exercise prior to such effective date, the stock and/or other
property (including cash) to which the Holder would have been entitled
immediately following such effective date if the Holder had so exercised this
Warrant immediately prior thereto (or on the record date with respect to said
transaction if such exercise on such date otherwise would have been a condition
to the receipt of such stock and/or other property).

      4.2 REPLACEMENT OF WARRANT. Upon any reorganization or merger or any
transfer and subsequent dissolution described in subsection 4.1 hereof, each
Warrant Share purchasable upon exercise of this Warrant shall be deemed
thereafter to have been replaced for the purposes hereof by the stock and/or
other property (including cash) issued or distributed in respect of one share of
Common Stock of the Company as a consequence of such reorganization, merger, or
such transfer and dissolution, as the case may be, and adequate provision to
effect such replacement shall be made at the time thereof, and notice of the
provision for such replacement so proposed to be made shall be mailed to the
Holder, together with the notice of such reorganization, merger or transfer and
dissolution as provided in Section 6 hereof.

      4.3 RECAPITALIZATION. If, at any time or from time to time when this
Warrant remains outstanding, the Company shall effect a recapitalization of such
character that the Warrant Shares shall be changed into or become exchangeable
for a larger or smaller number of shares of Common Stock, then thereafter the
number of Warrant Shares which the Holder shall be entitled to receive upon
exercise of this Warrant shall be increased or decreased, as the case may be, in
direct proportion to the increase or decrease in the number of shares of Common
Stock of the Company by reason of such recapitalization, and the Warrant Price
of such recapitalized Warrant Shares shall, in the case of an increase in the
number of shares of Common Stock of the Company, be proportionately reduced, and
in the case of a decrease in the number of shares of Common Stock of the
Company, be proportionately increased. An adjustment made pursuant to this
subsection 4.3 shall become effective as of the effective date of such
recapitalization.

      4.4 OTHER ADJUSTMENTS, WARRANT SHARES ADJUSTED. The Company, by action of
its Board of Directors, shall make such other equitable adjustments to the
Exercise Price as may be necessary to protect the Holder against dilution of
this Warrant, as contemplated in this Section 4.

      5. ADJUSTMENTS TO PREVENT DILUTION.

      5.1 ADJUSTMENTS FOR STOCK DIVIDENDS, ETC. If the Company shall pay a
dividend in shares of its Common Stock, subdivide (split) its outstanding shares
of Common Stock, combine (reverse split) its outstanding shares of Common Stock,
or issue by reclassification of its shares of Common Stock any shares or other
securities of the Company, the number of shares of Common Stock the Holder
hereof is entitled to purchase pursuant to this Warrant immediately prior
thereto shall be adjusted so that the Holder shall be entitled to receive upon
exercise that number of shares of Common Stock which he or she would have owned
or


<PAGE>

would have been entitled to receive after the happening of any of the events
described above had this Warrant been exercised immediately prior to the
happening of such event, and the Warrant Price per share shall be
correspondingly adjusted. An adjustment made pursuant to this subsection 5.1
shall become effective immediately after the record date in the case of the
stock dividend or other distribution and shall become effective immediately
after the effective date in the case of a subdivision, combination or
reclassification. The Holder of this Warrant shall be entitled to participate in
any subscription or other rights offering made to holders of shares of Common
Stock (other than an offering of rights pursuant to a shareholder rights plan or
similar plan protecting control of the Company) as if it had purchased the full
number of shares as to which this Warrant remains unexercised immediately prior
to the record date for such rights offering.

      5.2 ADJUSTMENT OF WARRANT PRICE UPON ISSUANCE OF ADDITIONAL SHARES OF
COMMON STOCK. In case the Company shall issue Additional Shares of Common Stock
at a price per share of Common Stock less than the Warrant Price in effect on
the date of and immediately prior to such issue, then, and in such event, the
Warrant Price per Warrant Share shall be determined by dividing the Warrant
Price per Warrant Share by a fraction of which the numerator shall be the number
of shares of Common Stock outstanding on the date of issuance of such Additional
Shares of Common Stock plus the number of Additional Shares of Common Stock
offered for subscription or purchase, and of which the denominator shall be the
number of shares of Common Stock outstanding on the date of issuance of such
Additional Shares of Common Stock plus the number of shares which the aggregate
offering consideration of the total number of Additional Shares of Common Stock
so offered would purchase at such Warrant Price. Such adjustments shall be made
whenever such Additional Shares of Common Stock are issued. For the purpose of
this subsection 5.2, the term "Additional Shares of Common Stock" shall mean all
shares of Common Stock, plus rights, options or warrants to subscribe for,
purchase or otherwise acquire shares of Common Stock, or securities convertible
or exchangeable into shares of Common Stock; provided, however, that such term
shall not mean stock awards, rights, options or warrants granted to directors,
management or employees of the Company pursuant to any director, management or
employee plans approved by the Board of Directors of the Company.

      5.3 LIMITATIONS ON ADJUSTMENTS. No adjustment shall be required pursuant
to the provisions of subsection 5.1 or 5.2 hereof unless such adjustment would
require a change of at least 1 % in the Warrant Price; PROVIDED, however, that
any adjustments which, pursuant to the provisions of this subsection 5.3, are
not required to be made shall be carried forward and taken into account in any
subsequent adjustment.

      5.4 CERTIFICATE AS TO ADJUSTMENTS. Whenever the Warrant Price and/or
number of Warrant Shares is adjusted as provided in this Warrant and upon any
modification of the rights of the Holder in accordance with the provisions of
this Warrant, the Company shall (a) promptly prepare a certificate, signed by
the Company's chief financial officer, setting forth the Warrant Price and the
number of Warrant Shares after such adjustment or the effect of such
modification, a brief statement of the facts requiring such adjustment or
modification and the manner of computing the same and (b) cause copies of such
certificate to be mailed (in accordance with Section 13 below) to the Holder of
this Warrant.


<PAGE>

      6. NOTICES OF RECORD DATE, ETC. In the event of:

            (a) any taking by the Company of a record of the holders of any
      class of securities for the purpose of determining the holders thereof who
      are entitled to receive any dividend (other than a cash dividend payable
      out of earned surplus of the Company) or other distribution, or any right
      to subscribe for, purchase or otherwise acquire any shares of stock of any
      class or any other securities or property, or to receive any other right,

            (b) any capital reorganization of the Company, any reclassification
      or recapitalization of the capital stock of the Company or any transfer of
      the type described in Section 4.1(c) of all or substantially all the
      assets of the Company to or merger of the Company into any other person,

            (c) any voluntary or involuntary dissolution, liquidation or
      winding-up of the Company, or

            (d) any proposed issue or grant by the Company of any shares of
      stock of any class or any other securities (other than in a transaction or
      pursuant to the exercise of a warrant, right or option which, pursuant to
      the provisions of Sections 4 or 5 hereof would not give rise to any
      adjustment of the Warrant Shares or Warrant Price), or any right or option
      (other than rights or options under any employee stock bonus, stock
      purchase or stock option plan) to subscribe for, purchase or otherwise
      acquire any shares of stock of any class or any other securities (other
      than the issuance of Warrant Shares or Other Securities upon the exercise
      of this Warrant),

then and in each such event the Company will mail or cause to be mailed to the
Holder of this Warrant a notice specifying (i) the date on which any such record
is to be taken for the purpose of such dividend, distribution or right, and
stating the amount and character of such dividend, distribution or right, (ii)
the date on which any such reorganization, reclassification, recapitalization,
transfer, merger, dissolution, liquidation or winding-up is to take place, and
the time, if any, as of which the holders of record of Common Stock (or Other
Securities) shall be entitled to exchange their shares of Common Stock (or Other
Securities) for securities or other property deliverable upon such
reorganization, reclassification, recapitalization, transfer, merger,
dissolution, liquidation or winding-up, and (iii) the amount and character of
any stock or other securities, or rights or options with respect thereto,
proposed to be issued or granted, the date of such proposed issue or grant and
the persons or class of persons to whom such proposed issue or grant is to be
offered or made. Such notice shall be mailed at least 20 days prior to the date
therein specified.

      7. NO DILUTION OR IMPAIRMENT. The Company will not, by amendment of its
Articles of Incorporation, as amended, or through any reorganization, transfer
of assets, merger, dissolution, issue or sale of securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms of this Warrant, but will at all times in good faith assist in the
carrying out of all such terms and in the taking of all such action as may be
necessary or appropriate in order to protect the rights of the Holder against
such dilution or such other impairment. Without limiting the generality of the
foregoing, the Company


<PAGE>

(a) will not increase the par value of any shares of stock receivable upon the
exercise of this Warrant above the amount payable therefor upon such exercise,
(b) will take all such action as may be necessary or appropriate in order that
the Company may validly and legally issue fully paid and nonassessable shares of
stock upon the exercise of this Warrant and (c) will not make a transfer of the
type described in Section 4.1(c) of all or substantially all of its properties
and assets to any other person (corporate or otherwise), or merge into any other
person or permit any such person to merge into the Company (if the Company is
not the surviving person), unless such other person shall expressly assume in
writing and will be bound by all the terms of this Warrant.

      8. TRANSFERABILITY OF WARRANTS.

      8.1 SECURITIES ACT OF 1933. This Warrant or the Warrant Shares or any
other security issued or issuable upon exercise of this Warrant may not be
offered or sold except in compliance with the Securities Act of 1933, as
amended, and then only against receipt of an agreement of such person to whom
such offer of sale is made to comply with the provisions of this subsection 8.1
with respect to any resale or other disposition of such securities.

      The Company may cause the following legend to be set forth on each
certificate representing Warrant Shares or any other security issued or issuable
upon exercise of this Warrant not theretofore distributed to the public pursuant
to a registered offering or sold to underwriters for distribution to the public
pursuant to a registered offering, unless counsel for the Company is of the
opinion as to any such certificate that such legend is unnecessary:

            THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
            UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE
            SECURITIES LAWS OF ANY STATE. NO TRANSFER, SALE OR OTHER DISPOSITION
            OF THE SHARES MAY BE MADE UNLESS A REGISTRATION STATEMENT UNDER SAID
            ACT, AND SUCH REGISTRATION OR QUALIFICATION AS MAY BE NECESSARY
            UNDER THE SECURITIES LAWS OF ANY STATE, HAS BECOME EFFECTIVE, OR
            AIRPORT SYSTEMS INTERNATIONAL, INC. HAS BEEN FURNISHED WITH AN
            OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH
            REGISTRATION OR QUALIFICATION IS NOT REQUIRED WITH RESPECT TO SUCH
            PROPOSED DISPOSITION THEREOF AND THAT SUCH DISPOSITION WILL NOT
            CAUSE THE LOSS OF THE EXEMPTION UNDER THE SECURITIES LAW ON WHICH
            AIRPORT SYSTEMS INTERNATIONAL, INC. ORIGINALLY RELIED IN ISSUING OR
            SELLING THE SHARES TO THE ORIGINAL HOLDER THEREOF.

      8.2 OTHER LIMITATIONS. This Warrant may be sold, transferred, assigned or
hypothecated, in whole or in part, only to (a) partners of Kansas City Equity
Partners L.C., or KCEP Ventures II, L.P., (b) successors to Kansas City Equity
Partners L.C., or KCEP Ventures


<PAGE>

II, L.P., in a merger, consolidation or other reorganization, (c) transferees,
or officers of transferees of Kansas City Equity Partners L.C., or KCEP Ventures
II, L.P., in the event of liquidation or dissolution of either such entity, or
(d) a purchaser, or officers of a purchaser, of substantially all of the assets
of Kansas City Equity Partners L.C., or KCEP Ventures II, L.P., and shall be so
transferable only upon the books of the Company which the Company shall cause to
be maintained for such purpose, provided however, any such transfer is in an
amount which permits the transferee to purchase a minimum of 10,000 Warrant
Shares, unless otherwise consented to by the Company. The Company may treat the
registered holder of this Warrant appearing on the Company's books at any time
as the Holder for all purposes.

      9. REGISTRATION RIGHTS. Pursuant to that certain Investor's Rights
Agreement, dated as of the date hereof, by and between the Company and KCEP
Ventures II, L.P., KCEP Ventures II, L.P. has received certain "demand" and
"piggy-back" registration rights with respect to the Warrant Shares.

      10. LOSS, ETC., OF WARRANT. Upon receipt of evidence satisfactory to the
Company of the loss, theft, destruction or mutilation of this Warrant, and of
indemnity reasonably satisfactory to the Company, if lost, stolen or destroyed,
and upon surrender and cancellation of this Warrant, if mutilated, the Company
shall execute and deliver to the Holder a new Warrant of like date, tenor and
denomination.

      11. EXCHANGE LISTING. Prior to the issuance of any Warrant Shares, the
Company at its own expense, shall secure the listing of such shares upon any
securities exchange upon which shares of the Company's Common Stock are listed.

      12. WARRANT HOLDER NOT STOCKHOLDER. Except as otherwise provided herein,
this Warrant does not confer upon the Holder any right to vote or to consent or
to receive notice as a stockholder of the Company, as such, in respect of any
matters whatsoever, or any other rights or liabilities as a stockholder, prior
to the exercise hereof.

      13. NOTICES AND COMMUNICATIONS. No notice or other communication under
this Warrant shall be effective unless, but any notice or other communication
shall be effective and shall be deemed to have been given if, the same is in
writing and is mailed by first-class mail, postage prepaid, addressed to:

            (a) the Company at 11300 West 89th Street, Overland Park, Kansas
      66214, Attention: President, or such other address as the Company has
      designated in writing to the Holder, or

            (b) the Holder at 233 West 47th Street, Kansas City, Missouri 64112,
      or such other address as the Holder has designated in writing to the
      Company.

      14. HEADINGS. The headings of this Warrant have been inserted as a matter
of convenience and shall not affect the construction hereof.

      15. APPLICABLE LAW. This Warrant shall be governed by and construed and
enforced in accordance with the laws of the State of Kansas.



<PAGE>


            IN WITNESS WHEREOF, intending to be legally bound and to bind its
successors and assigns, AIRPORT SYSTEMS INTERNATIONAL, INC. has caused this
Warrant to be signed by its President and attested by its Secretary this 7th day
of February, 2000.


                                    AIRPORT SYSTEMS INTERNATIONAL, INC.
ATTEST:

                                    By __________________________________
                                          Keith S. Cowan, President

By ____________________________
      Secretary




<PAGE>


                               NOTICE OF EXERCISE

            The undersigned, ____________________, holder of the Warrant, dated
February 7, 2000, granted by Airport Systems International, Inc., hereby (1)
exercises the right to purchase ______ shares of Common Stock, $.01 par value,
of Airport Systems International, Inc. which the undersigned is entitled to
purchase under the terms of such Warrant, and (2) makes payment in full for the
number of shares of Common Stock so purchased by payment of $_______________
(such sum being the product obtained by multiplying the number of shares
specified above by the Warrant Price of $_______________ per share in effect at
the date hereof).

            Please issue the certificate for shares of Common Stock in the name
of, and pay any cash for any fractional shares, to:


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                               Print or type name


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               Social Security or other identifying tax number


--------------------------------------------------------------------------------
                                 Street Address

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City                                State                         Zip Code

and, if said number of shares shall not be all the shares purchasable
thereunder, a new warrant for the unexercised portion of such Warrant issued to:


--------------------------------------------------------------------------------
                               Print or type name


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               Social Security or other identifying tax number


--------------------------------------------------------------------------------
                                 Street Address


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City                                State                         Zip Code

Dated:_________________________     __________________________________________
                                    Signature

                                    (signature must conform in all respects
                                    to name of holder as specified on the
                                    face of the Warrant)