<PAGE>   1
                                                                     EXHIBIT 4.4



THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD OR OFFERED FOR SALE
IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER
SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR THE AVAILABILITY OF AN
EXEMPTION FROM REGISTRATION UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES
LAWS.

                                      NO.
                           STOCK SUBSCRIPTION WARRANT

                    TO PURCHASE SERIES DD PREFERRED STOCK OF

                   REPEATER TECHNOLOGIES, INC. (THE "COMPANY")

                     DATE OF INITIAL ISSUANCE: JULY 8, 1999

     THIS CERTIFIES THAT for value received, TBCC FUNDING TRUST II or its
registered assigns (hereinafter called the "Holder") is entitled to purchase
from the Company, at any time during the Term of this Warrant, One Hundred
Thousand (100,000) shares of Series DD Preferred Stock, without par value, of
the Company (the "Series DD Preferred Stock"), at the Warrant Price, payable as
provided herein. The exercise of this Warrant shall be subject to the
provisions, limitations and restrictions herein contained, and may be
exercised in whole or in part.

SECTION 1. DEFINITIONS.

     For all purposes of this Warrant, the following terms shall have the
meanings indicated:

     SERIES DD PREFERRED STOCK - shall mean and include the Company's authorized
Series DD Preferred Stock, without par value, as constituted at the date hereof.


     EXCHANGE ACT - shall mean the Securities Exchange Act of 1934, as amended
from time to time.

     SECURITIES ACT - the Securities Act of 1933, as amended.

     TERM OF THIS WARRANT - shall mean the period beginning on the date of
initial issuance hereof and ending on July 8, 2006.

     WARRANT PRICE - $5.50 per share, subject to adjustment in accordance with
Section 5 hereof.

     WARRANTS - this Warrant issued in connection with a Commitment Letter
dated June 8, 1999 executed by the Company and Transamerica Business Credit
Corporation (the "Commitment Letter") to the original holder of this Warrant,
or any transferees from such original holder or this Holder.

     WARRANT SHARES - shares of Series DD Preferred Stock purchased or
purchasable by the Holder of this Warrant upon the exercise hereof.




<PAGE>   2
SECTION 2. EXERCISE OF WARRANT.

         2.1. PROCEDURE FOR EXERCISE OF WARRANT. To exercise this Warrant in
whole or in part (but not as to any fractional share of Series DD Preferred
Stock), the Holder shall deliver to the Company at its office referred to in
Section 12 hereof at any time and from time to time during the Term of this
Warrant:(i) the Notice of Exercise in the form attached hereto, (ii) cash,
certified or official bank check payable to the order of the Company, wire
transfer of funds to the Company's account, or evidence of any indebtedness of
the Company to the Holder (or any combination of any of the foregoing) in the
amount of the Warrant Price for each share being purchased, and (iii) this
Warrant. Notwithstanding any provisions herein to the contrary, if the Current
Market Price (as defined in Section 5) is greater than the Warrant Price (at the
date of calculation, as set forth below), in lieu of exercising this Warrant as
hereinabove permitted, the Holder may elect to receive shares of Series DD
Preferred Stock equal to the value (as determined below) of this Warrant (or the
portion thereof being canceled) by surrender of this Warrant at the office of
the Company referred to in Section 12 hereof, together with the Notice of
Exercise, in which event the Company shall issue to the Holder that number of
shares of Series DD Preferred Stock computed using the following formula:

                              PS = WPS x (CMP-WP)
                                   --------------
                                      CMP

Where

         PS    equals the number of shares of Series DD Preferred Stock to be
               issued to the Holder

         WPS   equals the number of shares of Series DD Preferred Stock
               purchasable under the Warrant or, if only a portion of the
               Warrant is being exercised, the portion of the Warrant being
               exercised (at the date of such calculation)

         CMP   equals the Current Market Price (at the date of such
               calculations)

         WP    equals the Warrant Price (as adjusted to the date of such
               calculation)

In the event of any exercise of the rights represented by this Warrant, a
certificate or certificates for the shares of Series DD Preferred Stock so
purchased, registered in the name of the Holder or such other name or names as
may be designated by the Holder, shall be delivered to the Holder hereof within
a reasonable time, not exceeding fifteen (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 shares (except a remaining
fractional share), if any, with respect to which this Warrant shall not then
have been exercised shall also be issued to the Holder hereof within such time.
The person in whose name any certificate for shares of Series DD Preferred Stock
is issued upon exercise of this Warrant shall for all purposes be deemed to have
become the holder of record of such shares on the date on which the Warrant was
surrendered and payments of the Warrant Price and any applicable taxes was made,
irrespective of the date of delivery of such certificate, except that, if the
date of such surrender and payment is a date when the stock transfer books of
the Company are closed, such person shall be deemed to have become the holder of
such shares at the close of business on the next succeeding date on which the
stock transfer books are open.


                                      -2-
<PAGE>   3
         2.2. TRANSFER RESTRICTION LEGEND. Each certificate for Warrant Shares
shall bear the following legend (and any additional legend required by (i) any
applicable state securities laws and (ii) any securities exchange upon which
such Warrant Shares may, at the time of such exercise, be listed) on the face
thereof unless at the time of exercise such Warrant Shares shall be registered
under the Securities Act:

         "The shares represented by this certificate have not been registered
         under the Securities Act of 1933, as amended, and may not be sold or
         transferred in the absence of such registration or an exemption
         therefrom under said Act."

Any certificate issued at any time in exchange or substitution for any
certificate bearing such legend (except a new certificate issued upon
completion of a public distribution under a registration statement of the
securities represented thereby) shall also bear such legend unless, in the
opinion of counsel for the holder thereof (which counsel shall be reasonably
satisfactory to counsel for the Company) the securities represented thereby are
not, at such time, required by law to bear such legend.

SECTION 3. COVENANTS AS TO SERIES DD PREFERRED STOCK. The Company covenants and
agrees that all shares of Series DD Preferred Stock that 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. The Company further covenants and
agrees that it will pay when due and payable any all federal and state taxes
which may be payable in respect of the issue of this Warrant or any Series DD
Preferred Stock or certificates therefor issuable upon the exercise of this
Warrant. The Company further covenants and agrees that the Company will at all
times have authorized and reserved, free from preemptive rights, a sufficient
number of shares of Series DD Preferred Stock to provide for the exercise of the
rights represented by this Warrant. The Company further covenants and agrees
that if any shares of capital stock to be reserved for the purpose of the
issuance of shares upon the exercise of this Warrant require registration with
or approval of any governmental authority under any federal or state law before
such shares may be validly issued or delivered upon exercise, then the Company
will in good faith and as expeditiously as possible endeavor to secure such
registration or approval, as the case may be. If and so long as the Series DD
Preferred Stock issuable upon the exercise of this Warrant is listed on any
national securities exchange, the Company will, if permitted by the rules of
such exchange, list and keep listed on such exchange, upon official notice of
issuance, all shares of such Series DD Preferred Stock issuable upon exercise of
this Warrant.

SECTION 4. ADJUSTMENT OF NUMBER OF SHARES. Upon each adjustment of the Warrant
Price as provided in Section 5, the Holder shall thereafter be entitled to
purchase, at the Warrant Price resulting from such adjustment, the number of
shares (calculated to the nearest tenth of a share) obtained by multiplying the
Warrant 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 Price resulting from such
adjustment.

SECTION 5. ADJUSTMENT OF WARRANT PRICE. The Warrant Price shall be subject to
adjustment from time to time as follows:

         (i) If, at any time during the Term of this Warrant, the number of
shares of Series DD Preferred Stock outstanding is increased by a stock dividend
payable in shares of Series DD Preferred Stock or by a subdivision or split-up
of shares of Series DD Preferred Stock, then, following the record date fixed
for


                                      -3-









<PAGE>   4
the determination of holders of Series DD Preferred Stock entitled to receive
such stock dividend, subdivision or split-up, the Warrant Price shall be
appropriately decreased so that the number of shares of Series DD Preferred
Stock issuable upon the exercise hereof shall be increased in proportion to such
increase in outstanding shares.

         (ii) If, at any time during the Term of this Warrant, the number of
shares of Series DD Preferred Stock outstanding is decreased by a combination of
the outstanding shares of Series DD Preferred Stock, then, following the record
date for such combination, the Warrant Price shall appropriately increase so
that the number of shares of Series DD Preferred Stock issuable upon the
exercise hereof shall be decreased in proportion to such decrease in the
outstanding shares.

         (iii) In case, at any time during the Term of this Warrant, the Company
shall declare a cash dividend upon its Series DD Preferred Stock payable
otherwise than out of earnings or earned surplus or shall distribute to holders
of its Series DD Preferred Stock shares of its capital stock (other than Series
DD Preferred Stock), stock or other securities of other persons, evidences of
indebtedness issued by the Company or the other persons, assets (excluding cash
dividends and distributions) or options or rights (excluding options to purchase
and rights to subscribe for Series DD Preferred Stock or other securities of the
Company convertible into or exchangeable for Series DD Preferred Stock), then,
in each such case, immediately following the record date fixed for the
determination of the holders of Series DD Preferred Stock entitled to receive
such dividend or distribution, the Warrant Price in effect thereafter shall be
determined by multiplying the Warrant Price in effect immediately prior to such
record date by a fraction of which the numerator shall be an amount equal to the
difference of (x) the Current Market Price of one share of Series DD Preferred
Stock minus (y) the fair market value (as determined by the Board of Directors
of the Company, whose determination shall be conclusive) of the stock,
securities, evidences of indebtedness, assets, options or rights so distributed
in respect of one share of Series DD Preferred Stock, and of which the
denominator shall be such Current Market Price.

         (iv) All calculations under this Section 5 shall be made to the nearest
cent or to the nearest one-tenth (1/10) of a share, as the case may be.

         (v) For the purpose of any computation pursuant to this Section 5, the
Current Market Price at any date of one share of Series DD Preferred Stock shall
be deemed to be the average of the daily closing prices for the 15 consecutive
business days ending on the last business day before the day in question (as
adjusted for any stock dividend, split, combination or reclassification that
took effect during such 15 business day period). The closing price for each day
shall be the last reported sales price regular way or, in case no such reported
sales took place on such day, the average of the last reported bid and asked
prices regular way, in either case on the principal national securities exchange
on which the Series DD Preferred Stock is listed or admitted to trading or as
reported by Nasdaq (or if the Series DD Preferred Stock is not at the time
listed or admitted for trading on any such exchange or if prices of the Series
DD Preferred Stock are not reported by Nasdaq then such price shall be equal to
the average of the last reported bid and asked prices on such day as reported by
The National Quotation Bureau Incorporated or any similar reputable quotation
and reporting service, if such quotation is not reported by The National
Quotation Bureau Incorporated); provided, however, that if the Series DD
Preferred Stock is not traded in such manner that the quotations referred to in
this clause (v) are available for the period required hereunder, the Current
Market Price shall be determined in good faith by the Board of Directors of the
Company or, if such determination cannot be made, by a nationally recognized
independent investment banking firm selected by the Board of Directors of the
Company (or if such selection cannot be made, by



                                      -4-

















<PAGE>   5
a nationally recognized independent investment banking firm selected by the
American Arbitration Association in accordance with its rules).

         (vi) Whenever the Warrant Price shall be adjusted as provided in
Section 5, the Company shall prepare a statement showing the facts requiring
such adjustment and the Warrant Price that shall be in effect after such
adjustment. The Company shall cause a copy of such statement to be sent by mail,
first class postage prepaid, to each Holder of this Warrant at its, his or her
address appearing on the Company's records. Where appropriate, such copy may be
given in advance and may be included as part of the notice required to be mailed
under the provisions of subsection (viii) of this Section 5.

         (vii) Adjustments made pursuant to clauses (i), (ii) and (iii) above
shall be made on the date such dividend, subdivision, split-up, combination or
distribution, as the case may be, is made, and shall become effective at the
opening of business on the business day next following the record date for the
determination of stockholders entitled to such dividend, subdivision, split-up,
combination or distribution.

         (viii) In the event the Company shall propose to take any action of
the types described in clauses (i), (ii), or (iii) of this Section 5, the
Company shall forward, at the same time and in the same manner, to the Holder
of this Warrant such notice, if any, which the Company shall give to the
holders of capital stock of the Company.

         (ix) In any case in which the provisions of this Section 5 shall
require that an adjustment shall become effective immediately after a record
date for an event, the Company may defer until the occurrence of such event
issuing to the Holder of all or any part of this Warrant which is exercised
after such record date and before the occurrence of such event the additional
shares of capital stock issuable upon such exercise by reason of the adjustment
required by such event over and above the shares of capital stock issuable upon
such exercise before giving effect to such adjustment exercise; provided,
however, that the Company shall deliver to such Holder a due bill or other
appropriate instrument evidencing such Holder's right to receive such
additional shares upon the occurrence of the event requiring such adjustment.

SECTION 6. OWNERSHIP.

         6.1. OWNERSHIP OF THIS WARRANT. The Company may deem and treat the
person in whose name this Warrant is registered as the holder and owner hereof
(notwithstanding any notations of ownership or writing hereon made by anyone
other than the Company) for all purposes and shall not be affected by any notice
to the contrary until presentation of this Warrant for registration of transfer
as provided in this Section 6.

         6.2. TRANSFER AND REPLACEMENT. This Warrant and all rights hereunder
are transferable in whole or in part upon the books of the Company by the
Holder hereof in person or by duly authorized attorney, and a new Warrant or
Warrants, of the same tenor as this Warrant but registered in the name of the
transferee or transferees (and in the name of the Holder, if a partial transfer
is effected) shall be made and delivered by the Company upon surrender of this
Warrant duly endorsed, at the office of the Company referred to in Section 12
hereof. Upon receipt by the Company of evidence reasonably satisfactory to it
of the loss, theft or destruction, and, in such case, of indemnity or security
reasonably satisfactory to it, and upon surrender of this Warrant if mutilated,
the Company will make and deliver a new Warrant of like tenor, in lieu of this
Warrant; provided that if the Holder hereof is an instrumentality of a state or
local government or an institutional holder or a nominee for such an
instrumentality or



                                      -5-
<PAGE>   6
institutional holder an irrevocable agreement of indemnity by such Holder shall
be sufficient for all purposes of this Section 6, and no evidence of loss or
theft or destruction shall be necessary. Notwithstanding the foregoing, Holder
shall pay for any indemnification bond fee required by the transfer agent of the
Company's securities in the event of a loss, theft or destruction of this
Warrant. This Warrant shall be promptly cancelled by the Company upon the
surrender hereof in connection with any transfer or replacement. Except as
otherwise provided above, in the case of the loss, theft or destruction of a
Warrant, the Company shall pay all expenses, taxes and other charges payable in
connection with any transfer or replacement of this Warrant, other than stock
transfer taxes (if any) payable in connection with a transfer of this Warrant,
which shall be payable by the Holder. Holder will not transfer this Warrant and
the rights hereunder except in compliance with federal and state securities
laws.

SECTION 7. MERGERS, CONSOLIDATION, SALES. In the case of any proposed
consolidation or merger of the Company with another entity, or the proposed sale
of all or substantially all of its assets to another person or entity, or any
proposed reorganization or reclassification of the capital stock of the Company,
then, as a condition of such consolidation, merger, sale, reorganization or
reclassification, 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, in lieu of the shares of the
Series DD Preferred Stock of the Company theretofore purchasable hereunder, such
shares of stock, securities or assets as may (by virtue of such consolidation,
merger, sale, reorganization or reclassification) be issued or payable with
respect to or in exchange for the number of shares of such Series DD Preferred
Stock purchasable hereunder immediately before such consolidation, merger, sale,
reorganization or reclassification. 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 shall thereafter be applicable as nearly
as may be, in relation to any shares of stock, securities or assets thereafter
deliverable upon the exercise of this Warrant.

SECTION 8. NOTICE OF DISSOLUTION OR LIQUIDATION. In case of any distribution of
the assets of the Company in dissolution or liquidation (except under
circumstances when the foregoing Section 7 shall be applicable), the Company
shall give notice thereof to the Holder hereof and shall make no distribution to
shareholders until the expiration of thirty (30) days from the date of mailing
of the aforesaid notice and in any case, the Holder hereof may exercise this
Warrant within thirty (30) days from the date of the giving of such notice, and
all rights herein granted not so exercised within such thirty-day period shall
thereafter become null and void.

SECTION 9. NOTICE OF EXTRAORDINARY DIVIDENDS. If the Board of Directors of the
Company shall declare any dividend or other distribution on its Series DD
Preferred Stock except out of earned surplus or by way of a stock dividend
payable in shares of its Series DD Preferred Stock, the Company shall mail
notice thereof to the Holder hereof not less than thirty (30) days prior to the
record date fixed for determining shareholders entitled to participate in such
dividend or other distribution, and the Holder hereof shall not participate in
such dividend or other distribution unless this Warrant is exercised prior to
such record date. The provisions of this Section 9 shall not apply to
distributions made in connection with transactions covered by Section 7.

SECTION 10. FRACTIONAL SHARES. Fractional shares shall not be issued upon the
exercise of this Warrant but in any case where the Holder would, except for the
provisions of this Section 10, be entitled under the terms hereof to receive a
fractional share upon the complete exercise of this Warrant, the Company shall,
upon the exercise of this Warrant for the largest number of whole shares then
called for, pay a sum in cash equal to the excess of the value of such
fractional share (determined in such reasonable




                                      -6-
<PAGE>   7
manner as may be prescribed in good faith by the Board of Directors of the
Company) over the Warrant Price for such fractional share.

SECTION 11. SPECIAL ARRANGEMENTS OF THE COMPANY. The Company covenants and
agrees that during the Term of this Warrant, unless otherwise approved by the
Holder of this Warrant:

         11.1. WILL RESERVE SHARES. The Company will reserve and set apart and
have available for issuance at all times, free from preemptive or other
preferential rights, the number of shares of authorized but unissued Series DD
Preferred Stock deliverable upon the exercise of this Warrant.

         11.2. WILL NOT AMEND CERTIFICATE. The Company will not amend its
Certificate of Incorporation to  as an authorized class of capital stock that
class denominated as "Series DD Preferred Stock" on the date hereof.

         11.3. Will BIND SUCCESSORS. This Warrant shall be binding upon any
corporation or other person or entity succeeding to the Company by merger,
consolidation or acquisition of all or substantially all of the Company's
assets.

SECTION 12. REGISTRATION RIGHTS; ETC.
No later than fifteen (15) days after the date of initial issuance of this
Warrant, the Company shall cause the Company's Sixth Amended and Restated
Investor Rights Agreement to be amended to include the initial Holder as a
Purchaser thereunder and the Warrant Shares as Registrable Securities
thereunder.

SECTION 13. NOTICES. Any notice or other document required or permitted to be
given or delivered to the Holder shall be delivered at, or sent by certified or
registered mail to, the Holder at Transamerica Technology Finance Division, 76
Batterson Park Road, Farmington, Connecticut 06032. Attention: Assistant Vice
President, Lease Administration, with a copy to the Lender at Riverway II, West
Office Tower, 9399 West Higgins Road, Rosemont, Illinois 60018, Attention:
Legal Department or to such other address as shall have been furnished to the
Company in writing by the Holder. Any notice or other document required or
permitted to be given or delivered to the Company shall be delivered at, or
sent by certified or registered mail to, the Company at 1150 Morse Avenue,
Sunnyvale, California 94089, Attention: Chief Financial Officer with a copy to
Cooley Godward LLP, Five Palo Alto Square, 3000 El Camino Real, Palo Alto, CA
94306, Attention: Andrei Manoliu, or to such other address as shall have been
furnished in writing to the Holder by the Company. Any notice so addressed and
mailed by registered or certified mail shall be deemed to be given when so
mailed. Any notice so addressed and otherwise delivered shall be deemed to be
given when actually received by the addressee.

SECTION 14. NO RIGHTS AS STOCKHOLDER; LIMITATION OF LIABILITY. This Warrant
shall not entitle the Holder to any of the rights of a shareholder of the
Company except upon exercise in accordance with the terms hereof. No provision
hereof, in the absence of affirmative action by the Holder to purchase shares of
Series DD Preferred Stock and no mere enumeration herein of the rights or
privileges of the Holder, shall give rise to any liability of the Holder for the
Warrant Price hereunder or as a shareholder of the Company, whether such
liability is asserted by the Company or by creditors of the Company.

SECTION 15. LAW GOVERNING. The VALIDITY, INTERPRETATION,AND ENFORCEMENT OF
THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF CALIFORNIA WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PRINCIPLES
THEREOF.



                                      -7-

<PAGE>   8
SECTION 16. MISCELLANEOUS. This Warrant and any provision hereof may be changed,
waived, discharged or terminated only by an instrument in writing signed by both
parties (or any respective predecessor in interest thereof). The headings in
this Warrant are for purposes of reference only and shall not affect the meaning
or construction of any of the provisions hereof.


         IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by
its duly authorized officer this 8th day of July, 1999.



                                    REPEATER TECHNOLOGIES, INC.
[CORPORATE SEAL]
                                    By:   /s/ KENNETH L. KENITZER
                                          ----------------------------------
                                    Title: President and CEO
                                          ----------------------------------




                                      -8-
<PAGE>   9
                           FORM OF NOTICE OF EXERCISE

                [TO BE SIGNED ONLY UPON EXERCISE OF THE WARRANT]

                    TO BE EXECUTED BY THE REGISTERED HOLDER
                         TO EXERCISE THE WITHIN WARRANT

     The undersigned hereby exercises the right to purchase ______ shares of
Series DD Preferred Stock which the undersigned is entitled to purchase by the
terms of the within Warrant according to the conditions thereof, and herewith.

[check one]                [ ]  makes payment of $             therefor; or
                                                  ------------

                           [ ]  directs the Company to issue _______ shares,
                                and to withhold  ___________ shares in lieu
                                of payment of the Warrant Price, as described
                                in Section 2.1 of the Warrant.

All shares to be issued pursuant hereto shall be issued in the name of and the
initial address of such person to be entered on the books of the Company shall
be:


         The shares are to be issued in certificates of the following
denominations:


                                       ----------------------------------------
                                       [Type Name of Holder]

                                       By:
                                          -------------------------------------

                                       Title:
                                             ----------------------------------

Dated:
     -------------------------



                                      -9-
<PAGE>   10
                              FORM OF ASSIGNMENT
                                    (ENTIRE)

              [TO BE SIGNED ONLY UPON TRANSFER OF ENTIRE WARRANT]

                    TO BE EXECUTED BY THE REGISTERED HOLDER
                         TO TRANSFER THE WITHIN WARRANT

         FOR VALUE RECEIVED ______________________ hereby sells, assigns and
transfers unto ______________________ all rights of the undersigned and pursuant
to the within Warrant, and the undersigned does hereby irrevocably constitute
and appoint ____________________ Attorney to transfer the said Warrant on the
books of the Company, with full power of substitution.




                                                 -----------------------------
                                                 [Type Name of Holder]


                                                 By:
                                                    --------------------------
                                                 Title:
                                                      ------------------------

Dated:
      --------------------------


NOTICE

         The signature to the foregoing Assignment must correspond to the name
as written upon the face of the within Warrant in every particular, without
alteration or enlargement or any change whatsoever.




                                      -10-
<PAGE>   11
                               FORM OF ASSIGNMENT
                                   (PARTIAL)

              [TO BE SIGNED ONLY UPON PARTIAL TRANSFER OF WARRANT]

                    TO BE EXECUTED BY THE REGISTERED HOLDER
                         TO TRANSFER THE WITHIN WARRANT

     FOR VALUE RECEIVED __________ hereby sells, assigns and transfers unto
____________________ (i) the rights of the undersigned to purchase ___ shares
of Series DD Preferred Stock under and pursuant to the within Warrant, and (ii)
on a non-exclusive basis, all other rights of the undersigned under and
pursuant to the within Warrant, it being understood that the undersigned shall
retain, severally (and not jointly) with the transferee(s) named herein, all
rights assigned on such non-exclusive basis. The undersigned does hereby
irrevocably constitute and appoint ______________ Attorney to transfer the said
Warrant on the books of the Company, with full power of substitution.


                                            --------------------------------
                                            [Type Name of Holder]


                                            By:
                                               -----------------------------

                                            Title:
                                                  --------------------------


Dated:
      -----------------------


NOTICE

     The signature to the foregoing Assignment must correspond to the name as
written upon the face of the within Warrant in every particular, without
alteration or enlargement or any change whatsoever.



                                      -11-