WARRANT NO. _____



     NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK UNDERLYING THIS WARRANT
OF THE MED-DESIGN CORPORATION (THE "COMPANY") HAVE BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), NOR UNDER ANY
SECURITIES LAW AND MAY NOT BE PLEDGED, SOLD, ASSIGNED OR TRANSFERRED UNTIL (i) A
REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES
ACT AND ANY APPLICABLE STATE SECURITIES LAW OR (ii) THE COMPANY RECEIVES AN
OPINION OF COUNSEL IN A FORM REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH
WARRANT OR SHARES MAY BE PLEDGED, SOLD, ASSIGNED OR TRANSFERRED WITHOUT AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR APPLICABLE STATE SECURITIES
LAWS.


                       WARRANT TO PURCHASE COMMON STOCK

                                      OF

                          THE MED-DESIGN CORPORATION


     This is to certify that, FOR VALUE RECEIVED, JAMES M. DONEGAN (the
"Warrantholder") is entitled to purchase, subject to the provisions of this
Warrant, from The Med-Design Corporation, a Delaware Corporation (the
"Company"), twenty-five thousand (25,000) fully paid, validly issued and
nonassessable shares of Common Stock, $.01 par value per share (the "Common
Stock"), of the Company (the "Warrant Shares") at a price equal to $3.25 per
share (the "Exercise Price").




     (1) GRANT AND VESTING. The Warrant was granted on February 14, 1997,
vesting in full as of that date.


<PAGE>


     (2) EXERCISE OF WARRANT.

        (A) This Warrant may be exercised in whole or in part at any time or
from time to time on or after the date hereof and until February 14, 2002
(the "Expiration Date"), provided, however, that if any such day is a day on
which banking institutions in the State of New York are authorized by law to
close, then on the next succeeding day. This Warrant may be exercised by
presentation and surrender hereof to the Company at its principal office, or
at the office of its stock transfer agent, if any, with the Purchase Form
annexed hereto duly executed and accompanied by payment of the Exercise Price
of the number of Warrant Shares specified in such form. As soon as
practicable after each such exercise of the Warrant, but not later than seven
(7) days from the date of such exercise, the Company shall issue and deliver
to the Warrantholder a certificate or certificates for the Warrant Shares
issuable upon such exercise, registered in the name of the Warrantholder. If
this Warrant should be exercised in part only, the Company shall, upon
surrender of this Warrant for cancellation, execute and deliver a new Warrant
evidencing the rights of the Warrantholder thereof to purchase the balance of
the Warrant Shares purchasable thereunder. Upon receipt by the Company of
this Warrant at its office, or by the stock transfer agent of the Company at
its office, in proper form for exercise, the Warrantholder 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 physically delivered to the Warrantholder.

        (B) In the event the Company shall at any time subdivide, combine or
reclassify the outstanding shares of Common Stock, the number of Warrant
Shares subject to this Warrant shall be adjusted accordingly and the Exercise
Price shall forthwith be proportionately decreased in the case of a
subdivision or increased in the case of a combination.


     (3) RESERVATION OF SHARES. The Company shall at all times reserve for
issuance and/or delivery upon exercise of this Warrant such number of shares
of its Common Stock as shall be required for issuance and delivery upon
exercise of the Warrant.


     (4) FRACTIONAL SHARES. No fractional shares or script representing
fractional shares shall be issued upon the exercise of this Warrant.


     (5) EXCHANGE, TRANSFER, ASSIGNMENT OR LOSS OF WARRANT. This Warrant is
exchangeable, without expense, at the option of the Warrantholder, upon
presentation and surrender hereof to the Company or at the office of


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<PAGE>

its stock transfer agent, if any, for other warrants of different denominations
entitling the Warrantholder thereof to purchase in the aggregate the
same number of shares of Common Stock purchasable hereunder. Upon surrender
of this Warrant to the Company at its principal office or at the office of
its stock transfer agent, if any, with the Assignment Form annexed hereto
duly executed and funds sufficient to pay any transfer tax the Company shall,
without charge, subject to the restrictions set forth in Section (5), execute
and deliver a new Warrant in the name of the assignee named in such
instrument of assignment and this Warrant shall promptly be canceled. This
Warrant may be divided or combined with other warrants which carry the same
rights upon presentation hereof at the principal office of the Company or at
the office of its stock transfer agent, if any, together with a written
notice specifying the names and denominations in which new Warrants are to be
issued and signed by the Warrantholder hereof. The term "Warrant" as used
herein includes any Warrants into which this Warrant may be divided or
exchanged. Upon receipt by the Company of evidence satisfactory to it of the
loss, theft, destruction or mutilation of this Warrant, and (in the case of
loss, theft or destruction) of reasonably satisfactory indemnification, and
upon surrender and cancellation of this Warrant, if mutilated, the Company
will execute and deliver a new Warrant of like tenor and date.


     (6) RESTRICTIONS ON TRANSFER. This Warrant and all rights hereunder are
transferrable, in whole or in part, only to the Company by the Warrantholder
in person or by a duly authorized attorney except as set forth in
Subparagraph (A).

        (A) Restrictions in General. Prior to any Transfer (as defined below) of
this Warrant or the Warrant Shares, the Warrantholder will give ten (10)
days' written notice to the Company of such Warrantholder's intention to
effect such Transfer. Each such notice shall describe the manner and
circumstances of the proposed Transfer and shall be accompanied by an
opinion, addressed to the Company and reasonably satisfactory in form and
substance to it, of counsel for such Warrantholder, stating whether, in the
opinion of such counsel, such Transfer will be a transaction exempt from
registration under the Securities Act and applicable state securities laws.
If such Transfer may in the opinion of such counsel be effected without
registration under the Securities Act and applicable state securities laws,
such Warrantholder shall thereupon be entitled to Transfer this Warrant and
the Warrant Shares in accordance with the terms of the notice delivered by
such Warrantholder to the Company. If in the opinion of such counsel such
Transfer may not be effected without registration under the Securities Act,
such Warrantholder shall not be entitled to so Transfer this Warrant or the
Warrant Shares unless the Company elects or is obligated under Section (7) to
file a registration statement relating to such proposed Transfer and such
registration statement has become effective under the Securities Act and
applicable state securities laws.


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<PAGE>

        (B) "Transfer" means, with respect to the Warrants, the Warrant Shares,
or any interest therein, any disposition which would constitute a sale
thereof within the meaning of the Securities Act.


     (7) RIGHTS OF THE WARRANTHOLDER. The Warrantholder shall not, by virtue
hereof, be entitled to any rights of a shareholder in the Company, either at
law or equity, and the rights of the Warrantholder are limited to those
expressed in the Warrant and are not enforceable against the Company except
to the extent set forth herein.


     (8) REGISTRATION UNDER THE SECURITIES ACT OF 1933. The Company shall,
for a period of five (5) years from the date of the Warrant herein granted,
advise the Warrantholder or any then holder of Warrant Shares (such persons
being collectively referred to herein as "Warrantholders") by written notice
at least thirty (30) days prior to the filing of any registration statement
(other than a registration effected solely to implement a transaction of the
type for which form S-4 or form S-8 or any successor form is available) with
the Securities and Exchange Commission (the "Commission") under the
Securities Act covering securities of the Company. Each filing notice shall
offer to the Warrantholder the opportunity to include such number of shares
as it may request in the registration statement to which the filing notice
relates and shall advise the Warrantholder whether or not such registration
statement is intended to cover an underwritten public offering (an
"Underwritten Offering"). If the Warrantholder desires to have his shares
included in a registration statement, he shall so advise the Company in
writing (a "Registration Request") within ten (10) days after the date of
receipt of the related filing notice, which Registration Request shall set
forth the number of shares for which registration is requested. Subject to
the provisions of Section (8) of this Agreement, the Company shall include in
a registration statement all shares for which it has timely received a
Registration Request.

     Notwithstanding anything to the contrary herein, the Company shall have
the right at any time (irrespective of whether a written Registration Request
shall have been made) to elect not to file any such proposed registration
statement, or to withdraw the same after the filing but prior to the
Effective Date thereof.


     (9) UNDERWRITTEN OFFERINGS.

        (A) Participation and Limitations. If a registration statement is for an
Underwritten Offering, the right of Warrantholder to registration pursuant to
Section (7) hereof shall be conditioned upon (1) the Warrantholder's
participation in such Underwritten Offering and the inclusion of
Warrantholder's Warrant Shares in the


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<PAGE>

Underwritten Offering to the extent provided herein and (2) the execution and
delivery by Warrantholder of an underwriting agreement in customary form
with the underwriter or underwriters selected by the Company to manage such
Underwritten Offering (individually or collectively, the "Underwriter"). If
the Underwriter determines that the inclusion of Warrant Shares in such
Underwritten Offering would adversely affect the success of such offering,
then the amount of securities to be included in the Underwritten Offering
shall, subject to then existing agreements to which the Company is presently
a party concerning the registration of Common Stock, be as follows: (1)
first, the number of shares of Common Stock to be offered and sold for the
account of the Company (up to the maximum number of shares of Common Stock as
determined by the Underwriter) and (2) second, if additional shares of Common
Stock may then be included in such Underwritten Offering, such additional
number of shares of Common Stock to be offered and sold for the account of
the Warrantholders, which (a) together with the shares of Common Stock to be
offered and sold for the account of the Company shall not exceed the maximum
number of shares of Common Stock as determined by the Underwriter and (b)
shall be allocated among the Warrantholders pro rata based upon the aggregate
number of Warrant Shares requested by each such Warrantholder to be included
in such Underwritten Offering. In addition, the number of Shares to be
included in any Underwritten Offering may, in the discretion of the Company
or the Underwriter, be rounded to the nearest one hundred (100) shares. If a
Warrantholder disapproves of the terms of such Underwritten Offering, then he
may elect to withdraw therefrom by written notice to the Company and the
Underwriter at any time prior to the date on which the registration statement
therefore is declared effective by the Commission (a "Withdrawal Notice").
Any Shares subject to a Withdrawal Notice shall be withdrawn and excluded
from the registration statement for the Underwritten Offering to which the
Withdrawal Notice relates.

        (B) Restrictions on Sales of Shares. If Warrant Shares are covered by a
registration statement for an Underwritten Offering, Warrantholder agrees, if
requested by the Underwriter and timely notified in writing by the Company or
the Underwriter, not to effect any public sale or distribution of Shares
(including a sale pursuant to Rule 144 under the Securities Act) except as
part of such Underwritten Offering during the period commencing on the tenth
day prior to the closing date for such Underwritten Offering and ending on
the forty-sixth day after such closing date.

     (10) REGISTRATION PROCEDURES. In the case of each registration of
securities covered by Section (8) hereof (each a "Registration") for which
Warrantholder has timely delivered a Registration Request and has not
delivered a Withdrawal Notice, the Company will keep Warrantholder advised in
writing of the initiation and completion of such registration and will take
the following actions at its own expense:



                                      5
<PAGE>

        (A) prepare and file with the Commission a registration statement for
such Shares as are entitled to be included therein, use its best efforts to
cause such registration statement to become effective, and, upon the request
of Warrantholder, keep such registration statement effective for not less
than ninety (90) days;

        (B) prepare and file with the Commission such amendments and supplements
to such registration statement and the prospectus used in connection with
such registration statement as may be necessary to comply with the provisions
of the Securities Act with respect to the disposition of all securities
covered by such registration statement;

        (C) furnish to Warrantholder at least one (1) copy of the registration
statement and any post-effective amendments thereto and such number of copies
of a prospectus, including a preliminary prospectus, in conformity with the
requirements of the Securities Act, as he may reasonably request;

        (D) use its best efforts to register and qualify the securities covered
by such registration statement under such other securities or Blue Sky laws
of such jurisdictions as shall be reasonably requested by Warrantholder,
provided that the Company shall not be required in connection therewith or as
a condition thereto to qualify to do business or to file a general consent to
service of process in any such jurisdiction;

        (E) in any Underwritten Offering, enter into and perform its obligations
under an underwriting agreement, in usual and customary form, with the
Underwriter;

        (F) promptly notify Warrantholder at any time when a prospectus relating
to such registration statement is required to be delivered under the
Securities Act because of the happening of any event as a result of which the
prospectus included in such registration statement, as then in effect,
includes an untrue statement of a material fact or omits to state a material
fact required to be stated therein or necessary to make the statements
therein not misleading in the light of the circumstances then existing; and

        (G) bear the entire cost and expense of any registration of securities
initiated by it under Section (9)(A) notwithstanding that Warrant Shares
subject to this Warrant may be included in any such registration statement
pursuant to this Section (9) Warrantholder shall, however, bear the fees of
his own counsel and any registration fees, transfer taxes or underwriting
discounts or commissions applicable to the Warrant Shares sold by it pursuant
thereto.

    The Company's agreements with respect to Warrants or Warrant Shares in
Section (7), (8) and (9) shall continue in effect as provided therein
regardless of the exercise and surrender of this Warrant.



                                      6
<PAGE>

     (11) WARRANTHOLDER NOT OBLIGATED. Neither the giving of any notice by
any Warrantholder nor the making of any request for prospectuses shall impose
any obligation to sell any Warrant Shares, or exercise any Warrants upon such
Warrantholder or owner making such request.


     (12) INDEMNIFICATION.

        (A) The Company shall indemnify and hold harmless each such
Warrantholder and each Underwriter, within the meaning of the Securities Act,
who may purchase from or sell for any such Warrantholder any Warrant Shares
from and against any and all losses, claims, damages and liabilities caused
by any untrue statement or alleged untrue statement of a material fact
contained in the registration statement or any post-effective amendment
thereto or any registration statement under the Securities Act or any
prospectus included therein required to be filed or furnished by reason of
Section (7) or caused by any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the
statements therein not misleading, except insofar as such losses, claims,
damages or liabilities are caused by any such untrue statement or alleged
untrue statement or omission or alleged omission based upon information
furnished or required to be furnished in writing to the Company by such
Warrantholder or Underwriter expressly for use therein, which indemnification
shall include each person, if any, who controls any such person within the
meaning of the Securities Act; provided however, that the Company shall not
be obliged so to indemnify any such Underwriter or controlling person unless
such Underwriter shall at the same time indemnify the Company, its directors,
each officer signing the related registration statement and each person, if
any, who controls the Company within the meaning of the Securities Act, from
and against any and all losses, claims, damages and liabilities caused by any
untrue statement or alleged untrue statement of a material fact contained in
the registration statement or amendments thereto or any prospectus required
to be filed or furnished by reason of Section (7) or caused by any omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statement therein not misleading, insofar as
such losses, claims, damages or liabilities are caused by any untrue
statement or alleged untrue statement or omission based upon information
furnished in writing to the Company by any such Underwriter expressly for use
therein.

        (B) Warrantholder will, if Shares are included in the securities as to
which such Registration is being effected, indemnify the Company, each of its
directors and officers, each Underwriter of securities covered by such a
registration statement, and each person who controls the Company or such
Underwriter within the meaning of Section 15 of the Securities Act against
all expenses, claims, losses, damages and liabilities (or actions in respect
thereof), including any of the foregoing incurred in settlement of any
litigation, whether commenced or threatened, arising out of or based on


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<PAGE>

any untrue statement (or alleged untrue statement) of a material fact
contained in any such registration statement, any prospectus, offering
circular or other document related thereto, or any amendment or supplement to
any of the foregoing, or any omission (or alleged omission) to state therein
a material fact required to be stated therein or necessary to make the
statements therein not misleading, and will reimburse the Company and such
directors, officers, persons, Underwriter or control persons for any legal or
any other expenses reasonably incurred in connection with investigating or
defending any such claim, loss, damage, liability or action, in each case to
the extent, but only to the extent, that such untrue statement (or alleged
untrue statement) or omission (or alleged omission) is made in such
registration statement, prospectus, offering circular or other document in
reliance upon and in conformity with written information furnished to the
Company by an instrument duly executed by Warrantholder and stated to be
specifically for use therein;

        (C) Each party entitled to indemnification or contribution under this
Section (11) (an "Indemnified Party") shall give notice to the party required
to provide indemnification (an "Indemnifying Party") promptly after such
Indemnified Party has actual knowledge of any claim as to which indemnity may
be sought, and shall permit the Indemnifying Party to assume the defense of
any such claim or any litigation resulting therefrom, provided that counsel
for the Indemnifying Party, who shall conduct the defense of such claim or
litigation, shall be approved by the Indemnified Party (whose approval shall
not unreasonably be withheld), and the Indemnified Party may participate in
such defense at such party's expense, and provided further that the failure
of any Indemnified Party to give notice as provided herein shall not relieve
the Indemnifying Party of its obligations under this Section (11), unless
such failure is prejudicial to the Indemnifying Party's ability to defend
such action. An Indemnifying Party, in the defense of any such claim or
litigation, shall not except with the consent of each Indemnified Party,
consent to entry of any judgement or enter into any settlement which does not
include as an unconditional term thereof the giving by the claimant or
plaintiff to such Indemnified Party of a release from all liability in
respect to such claim or litigation.

        (D) If the indemnification provided herein is unavailable to an
Indemnified Party in respect of any losses, claims, damages or liabilities
referred to herein, then the Indemnifying Party, in lieu of indemnifying such
Indemnified Party hereunder, shall contribute to the amount paid or payable
by such Indemnified Party as a result of such losses, claims, damages or
liabilities (i) in such proportion as is appropriate to reflect the relative
benefits received by the Company and Warrantholder from the offering or (ii)
if the allocation provided by clause (i) is not permitted by applicable law,
in such proportion as is appropriate to reflect not only the benefits
referred to in clause (i), but also the relative fault of the Company and
Warrantholder in connection with the statements or omissions which resulted
in such losses, claims, damages or liabilities, as well as any other relevant
equitable considerations. The relative benefits received by the Company and
Warrantholder shall be deemed to be in the same respective proportions


                                      8
<PAGE>

as the net proceeds from the offering (before deducting expenses) received
by each of the Company and Warrantholder. The relative fault of
Warrantholder shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by Warrantholder and the parties' relative intent, knowledge, access
to information and opportunity to correct or prevent such statement or
omission.


     (13) NO LIMITATION ON CORPORATE ACTION. No provisions of this Warrant
and no right or option granted or conferred hereunder shall in any way limit,
affect, or abridge the exercise by the Company of its corporate rights or
powers to recapitalize, amend its articles or incorporation or bylaws,
reorganize, consolidate or merge with or into any corporation, or transfer
all or any part of its property or assets or the exercise of any other of its
corporate rights and powers.


     (14) REPRESENTATION OF WARRANTHOLDER. Warrantholder, by the acceptance
hereof, represents that it is acquiring this Warrant for its own account for
investment and not with a view to, or sale in connection with, any
distribution hereof or of any of the Warrant Shares issuable upon the
exercise hereof, nor with the present intention of distributing any of such
securities.


     (15) RESTRICTIVE LEGEND. Each certificate representing Warrant Shares
initially issued upon exercise of this Warrant, unless at the time of
exercise such Warrant Shares are registered under the Securities Act, shall
bear the following legend (and any additional legend required by any
applicable state securities laws) on the face thereof:

                The securities represented hereby have not been
                registered under the Securities Act of 1933 and
                the transfer of such securities is subject to the
                restrictions set forth in Section (5) of the
                Warrant delivered to the registered Warrantholder
                thereof, a copy of which is available for
                inspection at the principal office and no transfer
                of such securities shall be valid or effective
                unless and until the terms and conditions of such
                Section (5) shall have been in satisfied.


     Any certificate issued at any time upon transfer or, or in exchange for
or replacement of, any certificate bearing such legend (except a new
certificate issued upon completion of a public distribution pursuant to a
registration under the Securities Act) shall also bear such legend unless, in
the opinion of counsel for the Warrantholder, addressed


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<PAGE>

and delivered to the Company, which opinion shall be in a form reasonably
satisfactory and acceptable to the Company and such Warrantholder, the
securities represented thereby need no longer be subject to the restrictions
contained in Section (5). The provisions of this Warrant shall be binding
upon all subsequent Warrantholders of certificates bearing the legend
hereinbefore described and shall also be applicable to all subsequent
Warrantholders.


     (16) GOVERNING LAW. This Warrant shall be governed by, construed and
enforced in accordance with the laws of the State of Delaware, without giving
effect to principles of conflicts of laws.


     (17) NOTICE. All notices and other communications under this Warrant
shall (a) be in writing (which shall include communications by telex and
telecopy), (b) be (i) sent by registered or certified mail, postage prepaid,
or by a reputable overnight courier (ii) delivered by hand or (iii)
transmitted by telex or telecopier (c) be given at the following respective
addresses and telex, telecopier and telephone numbers and to the attention of
the following persons:

                         If the Company, to it at:

                         The Med-Design Corporation
                         2810 Bunsen Avenue
                         Ventura, CA 93003
                         Telecopier No.:  (805) 339-9375
                         Telephone No.: (805) 339-0375
                         Attn:  James M. Donegan

                         If the Warrantholder, to it at:

                         James M. Donegan
                         2316 W. Deerfield Drive
                         Media, PA  19063
                         Telecopier No.:  (610) 891-6358
                         Telephone No.:   (610) 891-6359

or at such other address or telex, telecopier or telephone number or to the
attention of such other person as the party to whom such information pertains
may hereafter specify for the purpose in a notice to the other specifically
captioned "Notice of Change of Address", and (d) be effective or deemed
delivered or furnished (i) if given by mail, on the fifth (5th) Business Day
after such communication is deposited in the mail, addressed as above
provided, (ii) if given by telex or telecopier, when such communication is

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<PAGE>

transmitted to the appropriate number determined as above provided in this
Section and the appropriate answer back is received or receipt is otherwise
acknowledged, (iii) if given by hand delivery, when left at the address of
the addressee addressed as above provided, and (iv) if sent by overnight
courier, the day after the communication is delivered to such carrier except
that notices of a change of address, telex, telecopier or telephone number,
shall not be deemed furnished, until received.


     (18) MISCELLANEOUS. This Warrant and any term hereof may be changed,
waived, discharged, or terminated only by an instrument in writing signed by
the party against which enforcement of such change, waiver, discharge or
termination is sought. The headings in this Warrant are for purposes of
reference only and shall not limit or otherwise affect the meaning hereof.


     (19) DATE AND EFFECTIVENESS. This Warrant, in all events, shall be
wholly void and of no effect after the close of business on the Expiration
Date, unless the Warrant shall have been exercised, in which case this
Agreement shall terminate on the third anniversary of the date of the
exercise or partial exercise of the Warrant herein granted except as provided
in Sections (8) and (9).

     The undersigned hereby set their hands and seals to this Warrant
Agreement with full knowledge of its contents and intending thereby to be
legally bound.


ATTEST:                                     THE MED-DESIGN CORPORATION


By:                                        By:
    ------------------------------             -------------------------------
                Secretary                      James M. Donegan
                                               President, CEO


WITNESS:


    ------------------------------             -------------------------------
                                               James M. Donegan

DATED:


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<PAGE>

                                  PURCHASE FORM
Dated____________


     The undersigned hereby irrevocably elects to exercise the within Warrant
to the extent of purchasing __________ shares of Common Stock and hereby
makes payment of ___________ in payment of the actual exercise price thereof.


                     INSTRUCTIONS FOR REGISTRATION OF STOCK

Name
      ------------------------------------------------------------------------
                 (Please typewrite or print in block letters)

Address
        ----------------------------------------------------------------------


Signature
          --------------------------------------------------------------------


                                 ASSIGNMENT FORM


     FOR VALUE RECEIVED,
                          ----------------------------------------------------
hereby sells, assigns and transfers unto


Name
      ------------------------------------------------------------------------
                 (Please typewrite or print in block letters)

Address
        ----------------------------------------------------------------------

the right to purchase Common Stock represented by this Warrant to the extent of
________ shares as to which such right is exercisable and does hereby
irrevocably constitute and appoint ________________ Attorney, to transfer the
same on the books of the Company with full power of substitution in the
premises.

Date:
      ----------------------------


Signature
          ------------------------


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