Exhibit 10.20





THE SECURITIES  REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "ACT"),  OR UNDER THE SECURITIES LAWS OF ANY STATE.
THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON  TRANSFERABILITY  AND RESALE AND
MAY NOT BE  TRANSFERRED  OR  RESOLD  EXCEPT AS  PERMITTED  UNDER THE ACT AND THE
APPLICABLE  STATE  SECURITIES  LAWS,   PURSUANT  TO  REGISTRATION  OR  EXEMPTION
THEREFROM.  THE ISSUER OF THESE  SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN
FORM AND  SUBSTANCE  SATISFACTORY  TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED
TRANSFER  OR  RESALE  IS IN  COMPLIANCE  WITH THE ACT AND ANY  APPLICABLE  STATE
SECURITIES LAWS.

                              AZUL HOLDINGS, INC.
               WARRANT TO THE PURCHASE OF SHARES OF COMMON STOCK

                           NO. A. for 500,000 shares
                              DATE March 31, 2000


         FOR VALUE RECEIVED Azul  Holdings,  Inc., a Delaware  corporation  (the
"Company"),  with its  principal  office at 30 New Crossing  Road,  Reading,  MA
01867-32-R54,  hereby  certifies  that Tudor Trust u/t/d  December 12, 1999 (the
"Holder") is entitled,  subject to the  provisions of this Warrant,  to purchase
from the Company,  at any time after March 31, 2000 and  continuing  until March
31,  2001  (the  "Expiration  Date"),  up  to  the  number  of  fully  paid  and
non-assessable shares of Common Stock of the Company set forth above, subject to
adjustment as hereinafter provided.

         The  Holder may  purchase  such  number of shares of Common  Stock at a
purchase  price per share of $5.25  (the  "Exercise  Price").  The term  "Common
Stock" shall mean the aforementioned Common Stock of the Company,  together with
any  other  equity  securities  that may be issued by the  Company  in  addition
thereto or in substitution therefor as provided herein.

         The number of shares of Common  Stock to be received  upon the exercise
or exchange of this Warrant and the price to be paid for a share of Common Stock
are subject to adjustment from time to time as hereinafter set forth. The shares
of Common Stock  deliverable  upon such  exercise or exchange,  as adjusted from
time to time, are hereinafter sometimes referred to as "Warrant Shares."

<PAGE>


                  Section 1.        Exercise of Warrant; Cashless Exercise.
                                    --------------------------------------

         (a) This  Warrant may be  exercised in whole or in part on any business
day on or before the Expiration Date by presentation and surrender hereof to the
Company  at its  principal  office  at the  address  set  forth  in the  initial
paragraph  hereof (or at such other address as the Company may hereafter  notify
the Holder in writing) with the Purchase  Form annexed  hereto duly executed and
accompanied  by proper  payment  of the  Exercise  Price in lawful  money of the
United  States of America in the form of a check,  subject to  collection,  or a
wire transfer for the number of Warrant  Shares  specified in the Purchase Form.
If this  Warrant  should be  exercised  in part only,  the Company  shall,  upon
surrender  of this  Warrant,  execute and deliver a new Warrant  evidencing  the
rights of the Holder  thereof to  purchase  the  balance of the  Warrant  Shares
purchasable  hereunder.  Upon  receipt by the  Company of this  Warrant and such
Purchase  Form,  together  with proper  payment of the Exercise  Price,  at such
office,  the Holder  shall be deemed to be the  holder of record of the  Warrant
Shares,  notwithstanding that the stock transfer books of the Company shall then
be closed or that  certificates  representing such Warrant Shares shall not then
be  actually  delivered  to the  Holder.  The  Company  shall  pay  any  and all
documentary  stamp or similar issue or transfer  taxes payable in respect of the
issue or delivery of the Warrant Shares.

         (b) In addition to the rights of the Holder under  paragraph (a) above,
the Holder shall have the right to exercise this  Warrant,  in whole or in part,
in lieu of paying the  Exercise  Price in cash,  by  instructing  the Company to
issue that number of Warrant  Shares  determined  by  multiplying  the number of
Warrant  Shares  in  respect  of which  this  Warrant  is being  exercised  by a
fraction,  the  numerator  of which shall be the  difference  between the Market
Price (as defined in Section  6(g) below) per share of Common  Stock on the date
of exercise and the Exercise  Price,  and the  denominator of which shall be the
Market Price (as defined in Section 6(g) below) per share of Common Stock.

         Section 2. Reservation of Shares. The Company hereby agrees that at all
times  there  shall be reserved  for  issuance  and  delivery  upon  exercise or
exchange  of this  Warrant  all  shares of its Common  Stock or other  shares of
capital  stock of the  Company  from  time to time  issuable  upon  exercise  or
exchange of this  Warrant.  All such shares shall be duly  authorized  and, when
issued upon the exercise or exchange of the Warrant in accordance with the terms
hereof, shall be validly issued, fully paid and nonassessable, free and clear of
all liens, security interests, charges and other encumbrances or restrictions on
sale (other than any  restrictions  on sale pursuant to  applicable  federal and
state securities laws) and free and clear of all preemptive rights.

         Section 3. Fractional Interest

         The  Company  will not issue a  fractional  share of Common  Stock upon
exercise or exchange of this  Warrant.  Instead,  the Company  will  deliver its
check for the current market value of the fractional  share.  The current market
value of a fraction of a share is  determined  as follows:  multiply  the Market
Price (as defined in Section  6(g)  below) of a full share by the  fraction of a
share and round the result to the nearest cent.
<PAGE>

         Section 4. Assignment or Loss of Warrant.

         (a) Except as provided in Section 9, and only upon the  presentation to
the Company of written  instruction  from a bona fide officer or director of the
Holder,  the Holder of this Warrant  shall be entitled,  without  obtaining  the
consent of the Company,  to assign its interest in this  Warrant,  or any of the
Warrant Shares,  in whole or in part,  provided,  however,  that the transferee,
prior  to  any  such  transfer,   agrees  in  writing,  in  form  and  substance
satisfactory  to the Company,  to be bound by the terms of this  Agreement as if
originally a party hereto and provides the Company with an opinion of counsel in
such form  reasonably  acceptable  to the  Company  and its  counsel,  that such
transfer would not be in violation of the Act or any applicable state securities
or blue sky laws.  Subject  to the  provisions  hereof  and of  Section  9, upon
surrender of this Warrant to the Company or at the office of its stock  transfer
agent or warrant agent, with the Assignment Form annexed hereto duly executed by
a bona fide  officer or director of the Holder and funds  sufficient  to pay any
transfer or other tax payable in respect  thereof,  the Company  shall,  without
charge,  execute  and  deliver  a new  Warrant  or  Warrants  in the name of the
assignee  or  assignees  named in such  instrument  of  assignment  and,  if the
Holder's entire interest is not being assigned,  in the name of the Holder,  and
this Warrant shall promptly be canceled.

         (b) Upon receipt of evidence  satisfactory  to the Company of the loss,
theft,  destruction  or mutilation  of this  Warrant,  and (in the case of loss,
theft or destruction) of indemnification  satisfactory to the Company,  and upon
surrender  and  cancellation  of this Warrant,  if mutilated,  the Company shall
execute and deliver a new Warrant of like tenor and date.

         Section  5.  Rights of the  Holder.  The Holder  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 Holder are  limited to those set forth in this
Warrant. Nothing contained in this Warrant shall be construed as conferring upon
the Holder  hereof  the right to vote or to  consent  or to receive  notice as a
shareholder  of the  Company  on any  matters  or  with  respect  to any  rights
whatsoever as a shareholder  of the Company.  No dividends or interest  shall be
payable or accrued in respect of this Warrant or the interest represented hereby
or the Warrant Shares purchasable  hereunder until, and only to the extent that,
this Warrant  shall have been  exercised or  exchanged  in  accordance  with its
terms.

         Section 6.  Adjustment of Exercise  Price and Number of Shares.  In the
event of an adjustment of exercise price or number of shares,  the Company shall
be required to provide  the Holder with notice of such  adjustment.  Such notice
shall be in accordance with Section 11 hereof. The number and kind of securities
purchasable upon the exercise or exchange of this Warrant and the Exercise Price
shall be subject to adjustment  from time to time upon the occurrence of certain
events, as follows:

         (a) Adjustment  for Change in Capital  Stock.  If at any time after the
Warrant Date, the Company:
<PAGE>

         (A)      pays a dividend or makes a  distribution  on its Common Stock,
                  in either case in shares of its Common Stock;

         (B)      subdivides  its  outstanding  shares  of Common  Stock  into a
                  greater number of shares;

         (C)      combines its outstanding shares of Common Stock into a smaller
                  number of shares; or

         (D)      makes a  distribution  on its  Common  Stock in  shares of its
                  capital stock other than Common Stock;

then the  Exercise  Price in effect  immediately  prior to such action  shall be
adjusted  so that the Holder may  receive,  upon  exercise  or  exchange of this
Warrant and payment of the same aggregate consideration, the number of shares of
capital  stock of the  Company  which the Holder  would  have owned  immediately
following  such  action if the Holder had  exercised  or  exchanged  the Warrant
immediately prior to such action.

         The adjustment shall become effective immediately after the record date
in the case of a dividend or distribution  and  immediately  after the effective
date in the case of a subdivision, combination or reclassification.

         (b)  Adjustment  for  Other  Distributions.  If at any time  after  the
Warrant Date, the Company  distributes to all of its Common Stock holders any of
its assets, equity securities or debt securities,  the Holder shall be entitled,
without  additional  consideration,  to the same  distribution  as it would have
received if it had been a holder of the Warrant Shares.

         This subsection does not apply to cash dividends or cash  distributions
paid out of consolidated  current or retained  earnings as shown on the books of
the Company and paid in the ordinary course of business.

         (c) Adjustment for Common Stock Issue. If at any time after the Warrant
Date, the Company issues shares of Common Stock for consideration per share less
than the  Exercise  Price per share on the date the Company  fixes the  offering
price of such  additional  shares,  the  Exercise  Price  shall be  adjusted  in
accordance with the following formula:



<PAGE>


                                            O + P
                                               ---
                                E' = E x        E
                                            --------
                                                A

where:    E'       =   the adjusted Exercise Price.

          E        =   the Exercise Price immediately prior to the adjustment.

          O        =   the number of shares  outstanding  immediately
                       prior to the  issuance  of such additional shares.

          P        =   the  aggregate  consideration  received  for the
                       issuance  of such  additional shares.

          A        =   the number of shares outstanding immediately after
                       the issuance of such additional shares.

         The adjustment shall be made successively whenever any such issuance is
made, and shall become effective immediately after such issuance.

         This  subsection  (c)  does not  apply  to (i) any of the  transactions
described in  subsections  (b) and (d),  (ii) Common  Stock  issued  pursuant to
options,  warrants,  convertible  preferred  stock and other  rights to purchase
shares of Common  Stock  outstanding  on the Warrant  Date,  (iii)  Common Stock
issued to  shareholders of any  non-affiliated  person which merges into or with
the Company,  or any  subsidiary  of the Company,  in  proportion to their stock
holdings of such person  immediately prior to such merger,  upon such merger, or
(iv) Common Stock issued to directors or employees  of, or  consultants  to, the
Company upon the exercise of  warrants,  rights or options  which (A) are issued
pursuant to stock option plans, employee benefit plans, employment agreements or
consulting agreements, in each case approved by the Company's Board of Directors
or an appropriate committee of the Company's Board of Directors, and (B) have an
exercise price not less than 50% of the Market Price (as defined in Section 6(g)
hereof) of the Company's  Common Stock at the time of issuance of such warrants,
rights or options.

               (d) Adjustment for Convertible  Securities  Issue. If at any time
after the Warrant Date,  the Company  issues for  consideration  any  securities
convertible  into or  exchangeable  or exercisable  for Common Stock (other than
securities  issued in  transactions  described  in  subsection  6(a)  above) for
consideration  per share of Common Stock initially  deliverable upon conversion,
exchange or exercise of such  securities  less than the Exercise Price per share
on the date of issuance of such securities, the Exercise Price shall be adjusted
in accordance with the following formula:



<PAGE>


                                            O + P
                                               ----
                                E' = E x        E
                                           --------
                                            O + D

where:            E'       =        the adjusted Exercise Price.

                  E        =        the then current Exercise Price.

                  O        =        the number of shares  outstanding
                                    immediately  prior to the  issuance  of
                                    such securities.

                  P        =        the aggregate consideration received for the
                                    issuance of such securities.

                  D        =        the maximum number of shares deliverable
                                    upon conversion, exchange
                                    or exercise of such securities at the
                                    initial conversion, exchange or exercise
                                    rate.

               The  adjustment  shall  be made  successively  whenever  any such
issuance is made, and shall become effective immediately after such issuance. If
all of the Common Stock  deliverable  upon  conversion,  exchange or exercise of
such  securities  has  not  been  issued  when  such  securities  are no  longer
outstanding,  then the  Exercise  Price  shall  promptly  be  readjusted  to the
Exercise  Price  which  would  then be in  effect  had the  adjustment  upon the
issuance  of such  securities  been  made on the basis of the  actual  number of
shares of Common  Stock  issued  upon  conversion,  exchange or exercise of such
securities.

               This subsection (d) does not apply to (i) any of the transactions
described in subsections (b) and (c) above, (ii) securities  convertible into or
exchangeable  or  exercisable  for Common  Stock issued to  shareholders  of any
non-affiliated  person which merges into or with the Company,  or any subsidiary
of the Company, in proportion to their stock holdings of such person immediately
prior to such merger,  upon such merger,  or (iii)  warrants,  rights or options
which (A) are issued  pursuant to stock option plans,  employee  benefit  plans,
employment  agreements  or consulting  agreements,  in each case approved by the
Company's Board of Directors or an appropriate  committee of the Company's Board
of Directors,  and (B) have an exercise price of not less than 50% of the Market
Price (as defined in Section 6(g) hereof) of the  Company's  Common Stock at the
time of issuance of such warrants, rights or options.

               (e)  Deferral of  Issuance  or  Payment.  In any case in which an
event covered by this Section 6 shall require that an adjustment in the Exercise
Price be made  effective  as of a record  date,  the  Company may elect to defer
until the actual  occurrence  of such event (i) issuing to the  Holder,  if this
Warrant is  exercised  after such record  date,  the shares of Common  Stock and
other capital stock of the Company, if any, issuable upon such exercise over and
above the shares of Common Stock or other capital stock of the Company,  if any,
issuable upon such  exercise on the basis of the Exercise  Price in effect prior
to such adjustment, and (ii) paying to the Holder by check any amount in lieu of
the issuance of fractional shares pursuant to Section 3.
<PAGE>

               (f) When No Adjustment Required. No adjustment need be made for a
change in the par value of the Common Stock.

               (g) Market Price. The "Market Price" per share of Common Stock is
the closing  price of the Common  Stock on the last trade date prior to the date
of exercise,  as reported at 4:00 p.m. E.S.T. by Nasdaq, or the primary national
securities exchange on which the Common Stock is then quoted; provided, however,
that if quotes for the Common  Stock are not  reported  by Nasdaq and the Common
Stock is neither traded on the Nasdaq National Market, on a national  securities
exchange,  on the Nasdaq  Small Cap Market  nor on the OTC  Electronic  Bulletin
Board,  the  price  referred  to  above  shall  be the  price  reflected  in the
over-the-counter  market as reported by the National  Quotation Bureau,  Inc. or
any organization  performing a similar function, and provided,  further, that if
the Common Stock is not then publicly  traded,  the Market Price shall equal the
Conversion Price.

               (h) No Adjustment Upon Exercise of Warrants. No adjustments shall
be made under any  Section  herein in  connection  with the  issuance of Warrant
Shares upon exercise or exchange of the Warrants.

               (i) Common Stock Defined.  Whenever  reference is made in Section
6(a) to the issue of  shares of Common  Stock,  the term  "Common  Stock"  shall
include any equity securities of any class of the Company hereinafter authorized
which shall not be limited to a fixed sum or  percentage in respect of the right
of the thereof to participate in dividends or  distributions  of assets upon the
voluntary or involuntary liquidation,  dissolution or winding up of the Company.
Subject to the  provisions of Section 8 hereof,  however,  shares  issuable upon
exercise or exchange hereof shall include only shares of the class designated as
Common  Stock of the  Company  as of the date  hereof  or shares of any class or
classes resulting from any reclassification or reclassifications thereof or as a
result of any corporate reorganization as provided for in Section 8 hereof.

               Section 7.  Officers'  Certificate.  Whenever the Exercise  Price
shall be adjusted as required by the  provisions of Section 6, the Company shall
forthwith file in the custody of its secretary or an assistant  secretary at its
principal office an officers'  certificate  showing the adjusted  Exercise Price
determined as herein  provided,  setting  forth in  reasonable  detail the facts
requiring such adjustment and the manner of computing such adjustment. Each such
officers'  certificate  shall be  signed  by the  chairman,  president  or chief
financial officer of the Company and by the secretary or any assistant secretary
of the Company.  Each such officers'  certificate shall be made available at all
reasonable  times  for  inspection  by the  Holder  or any  holder  of a Warrant
executed and delivered pursuant to Section 6 hereof.

               Section 8.  Reclassification,  Reorganization,  Consolidation  or
Merger. In the event of any  reclassification,  capital  reorganization or other
change of  outstanding  shares  of Common  Stock of the  Company  (other  than a
subdivision  or  combination  of the  outstanding  Common Stock and other than a
change  in  the  par  value  of  the  Common  Stock)  or in  the  event  of  any
consolidation or merger of the Company with or into another  corporation  (other
than a merger in which merger the Company is the continuing corporation and that
does not result in any reclassification,  capital reorganization or other change
of  outstanding  shares of Common Stock of the class  issuable  upon exercise or
exchange  of this  Warrant)  or in the event of any  sale,  lease,  transfer  or
<PAGE>

conveyance to another  corporation  of the property and assets of the Company as
an entirety or  substantially  as an  entirety,  the Company  shall use its best
efforts to cause  effective  provisions to be made so that the Holder shall have
the right  thereafter,  by  exercising  this  Warrant,  to purchase the kind and
amount of shares of stock and other  securities  and property  (including  cash)
receivable upon such reclassification,  capital reorganization and other change,
consolidation, merger, sale or conveyance by a holder of the number of shares of
Common  Stock that would have been  received  upon  exercise or exchange of this
Warrant  immediately  prior to such  reclassification,  capital  reorganization,
change,  consolidation,  merger,  sale or conveyance.  Any such provision  shall
include  provisions for adjustments in respect of such shares of stock and other
securities and property that shall be as nearly equivalent as may be practicable
to the  adjustments  provided for in this Warrant.  The foregoing  provisions of
this Section 8 shall  similarly apply to successive  reclassifications,  capital
reorganizations  and  changes  of  shares  of  Common  Stock  and to  successive
consolidations,  mergers, sales or conveyances. In the event that the Company is
not able to cause  effective  provisions  to be made so that the Holder  after a
transaction  described  above shall have the right by exercising this Warrant to
purchase the property described above receivable in such transaction by a holder
of the  number of shares of Common  Stock that  would  have been  received  upon
exercise of this Warrant immediately prior to such transaction,  notwithstanding
the best  efforts of the Company,  then this Warrant  shall expire to the extent
not exercised upon the consummation of such transaction provided that the Holder
shall have received twenty (20) days prior written notice of such transaction.

         Section  9.  Transfer  to  Comply  with  the  Securities  Act of  1933;
Registration  Rights.  No sale,  transfer,  assignment,  hypothecation  or other
disposition  of this  Warrant or of the Warrant  Shares shall be made unless any
such transfer,  assignment or other  disposition  will comply with the rules and
statutes  administered  by the  Securities  and  Exchange  Commission  and (i) a
Registration  Statement  under the Act  including  such Shares is  currently  in
effect,  or (ii) in the  written  opinion of  counsel,  which  counsel and which
opinion shall be reasonably  satisfactory to the Company, a current registration
Statement  is not  required  for such  disposition  of the  shares.  Each  stock
certificate representing Warrant Shares issued upon exercise or exchange of this
Warrant shall bear a legend in substantially the following form (unless,  in the
opinion  of  counsel,  which  counsel  and  which  opinion  shall be  reasonably
satisfactory to the Company, such legend is not required):

                  "THE  SECURITIES  REPRESENTED  HEREBY HAVE NOT BEEN REGISTERED
                  UNDER THE SECURITIES  ACT OF 1933, AS AMENDED (THE "ACT"),  OR
                  UNDER THE SECURITIES LAWS OF ANY STATE.  THESE  SECURITIES ARE
                  SUBJECT TO RESTRICTIONS ON TRANSFERABILITY  AND RESALE AND MAY
                  NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT
                  AND  THE  APPLICABLE  STATE   SECURITIES  LAWS,   PURSUANT  TO
                  REGISTRATION  OR  EXEMPTION  THEREFROM.  THE  ISSUER  OF THESE
                  SECURITIES  MAY  REQUIRE  AN  OPINION  OF  COUNSEL IN FORM AND
                  SUBSTANCE  SATISFACTORY  TO THE ISSUER TO THE EFFECT  THAT ANY
                  PROPOSED  TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND
                  ANY APPLICABLE STATE SECURITIES LAWS."
<PAGE>

         Section 10.  Modification  and  Waiver.  Except as  otherwise  provided
herein, any term of this Warrant may be amended,  and the observance of any term
of this Warrant may be waived  (either  generally  or in a particular  instance,
either retroactively or prospectively, and either for a specified period of time
or  indefinitely),  with the  written  consent of the  Company  and the  written
consent of a bona fide  officer or director of the Holder of this  Warrant.  Any
amendment or waiver  effected in  accordance  with this section shall be binding
upon each future Holder of this Warrant and the Company.

         Section 11. Notices. All notices and other  communications  required or
permitted  hereunder shall be in writing and shall be deemed  effectively  given
upon personal delivery, or by facsimile (with proof of receipt), or on the first
business  day  following  mailing  by  overnight  courier,  or on the  fifth day
following  mailing by registered or certified  mail,  return receipt  requested,
postage prepaid,  addressed to the Company at the address indicated  therefor in
the first  paragraph  of this  Warrant and the Holder at its address as shown on
the books of the Company;  provided,  however,  that  presentation of a Purchase
Form and payment of any Exercise  Price shall be effective  only upon receipt by
the Company.

         Section 12.  Descriptive  Headings and Governing Law. The titles of the
paragraphs and  subparagraphs  of this Warrant are for  convenience of reference
only and are not to be considered in construing this Warrant. This Warrant shall
be governed by and construed under the laws of the Commonwealth of Massachusetts
without regard to any otherwise applicable principles of conflicts of laws.

         Section 13.  Entire  Agreement.  This  Warrant and the other  documents
delivered  pursuant  hereto  constitute  the full and entire  understanding  and
agreement  among the  parties  with regard to the  subjects  hereof and no party
shall  be  liable  or  bound  to  any   other   party  in  any   manner  by  any
representations,  warranties, covenants or agreements except as specifically set
forth  herein or  therein.  Nothing  in this  Warrant,  express or  implied,  is
intended  to confer  upon any  party,  other than the  parties  hereto and their
respective  successors  and  assigns,  any  rights,  remedies,  obligations,  or
liabilities  under or by reason of this  Warrant,  except as expressly  provided
herein.

         Section  14.  Severability.  In the event  that any  provision  of this
Warrant  shall be invalid,  illegal or  unenforceable,  it shall,  to the extent
practicable,  be modified so as to make it valid,  legal and  enforceable and to
retain as nearly as  practicable  the intent of the parties,  and the  validity,
legality, and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby. To the extent permitted by law, the parties hereto
waive the benefit of any  provision  of law that  renders any  provision of this
Warrant invalid or unenforceable in any respect.

         Section  15. No Waiver.  No waiver by any party to this  Warrant of any
one or more defaults by any other party or parties in the  performance of any of
the  provisions  hereof shall  operate or be construed as a waiver of any future
default or defaults,  whether of a like or different nature. Except as expressly
provided herein,  no failure or delay on the part of any party in exercising any
right,  power or remedy  hereunder shall operate as a waiver thereof,  nor shall
any single or partial  exercise of any such right,  power or remedy preclude any
other or further exercise  thereof or the exercise of any other right,  power or
remedy.
<PAGE>

                  IN WITNESS WHEREOF, the Company has duly caused this Warrant
to be signed by its duly authorized officer and to be dated as of the 31st day
of March, 2000.

                                   AZUL HOLDINGS, INC.


                                   By:
                                      ------------------------------------------
                                      Jeffrey L. Neuman
                                      President


<PAGE>


                                  PURCHASE FORM


                                                                  [INSERT DATE]
                       -

         The  undersigned  hereby  irrevocably  elects to  exercise  the  within
Warrant to purchase _________ shares of Common Stock and hereby makes payment of
___________________ in payment of the exercise price thereof.




                                        -----------------------------------

                                        Signature



                                        -----------------------------------

                                        Print Name

<PAGE>


                                 ASSIGNMENT FORM


                                                                   [INSERT DATE]



         FOR  VALUE   RECEIVED,__________________hereby   sells,   assigns  and
transfers unto  __________________________________________________________
(the "Assignee"),


                                    [INSERT ADDRESS]

its right to purchase up to _____  shares of Common  Stock  represented  by this
Warrant    and    does    hereby     irrevocaby     constitute    and    appoint
_______________________________  Attorney,  to transfer the same on the books of
the Company, with full power of substitution in the
premises.


                                          -----------------------------------

                                          Signature



                                          -----------------------------------

                                          Print Name