EXHIBIT 10.12

THIS WARRANT AND THE SHARES OF COMMON STOCK  ISSUABLE UPON EXERCISE  HEREOF HAVE
NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION IN RELIANCE UPON
AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), AND, ACCORDINGLY,  MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT
TO AN EFFECTIVE  REGISTRATION  STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO
AN  AVAILABLE   EXEMPTION  FROM,  OR  IN  A  TRANSACTION  NOT  SUBJECT  TO,  THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.


                               WARRANT TO PURCHASE

                             SHARES OF COMMON STOCK

                                       OF

                                  ARMITEC, INC.

                             Expires April 23, 2007

No. W-1                                                       Irvine, California
                                                                  April 23, 2002


     FOR VALUE RECEIVED,  subject to the provisions  hereinafter set forth,  the
undersigned, ARMITEC, INC., a Delaware corporation (together with its successors
and assigns, the "Issuer"), hereby certifies that

                         STONESTREET LIMITED PARTNERSHIP

or its registered assigns is entitled to subscribe for and purchase,  during the
period specified in this Warrant,  up to 3,500,000 shares (subject to adjustment
as hereinafter provided) of the duly authorized,  validly issued, fully paid and
non-assessable  Common Stock of the Issuer, at an exercise price per share equal
to 105% of the  market  price  at  closing  ($____),  subject,  however,  to the
provisions and upon the terms and conditions hereinafter set forth.  Capitalized
terms used in this  Warrant  and not  otherwise  defined  herein  shall have the
respective meanings specified in Section 8 hereof.

     1.   Term. The right to subscribe for and purchase  shares of Warrant Stock
represented  hereby shall commence on May 1, 2002 and shall expire at 5:00 p.m.,
New York City time, on April 23, 2007 (such period being the "Term").

     2.   Method of Exercise  Payment:  Issuance of New  Warrant:  Transfer  and
Exchange.

     (a)  Time of Exercise.  The purchase rights represented by this Warrant may
be  exercised  in whole or in part at any time and from time to time  during the
Term commencing on April 23, 2002.

     (b)  Method of Exercise.  The Holder hereof may exercise  this Warrant,  in
whole or in part,  by the  surrender  of this Warrant  (with the  exercise  form
attached hereto duly executed) at the principal office of the Issuer, and by the
payment  to the  Issuer  of an  amount of  consideration  therefor  equal to the
Warrant Price in effect on the date of such exercise multiplied by the number of
shares of  Warrant  Stock  with  respect  to which  this  Warrant  is then being
exercised, payable by certified or official bank check.

<PAGE>

     (c)  Issuance of Stock  Certificates.  In the event of any  exercise of the
rights  represented by this Warrant in accordance  with and subject to the terms
and  conditions  hereof,  (i)  certificates  for the shares of Warrant  Stock so
purchased shall be delivered to the Holder hereof within a reasonable  time, not
exceeding five Trading Days after such exercise,  and the Holder hereof shall be
deemed for all  purposes  to be the  Holder of the  shares of  Warrant  Stock so
purchased  as of the date of such  exercise,  and (ii) unless  this  Warrant has
expired,  a new Warrant  representing  the number of shares of Warrant Stock, if
any, with respect to which this Warrant shall not then have been exercised (less
any amount thereof which shall have been cancelled in payment or partial payment
of the Warrant Price as hereinabove provided) shall also be issued to the Holder
hereof at the Issuer's expense within such time.

     (d)  Transferability  of Warrant.  This Warrant may not be transferred by a
Purchaser without the prior written consent of the Company,  such consent not to
be unreasonably  withheld. If transferred pursuant to this paragraph and subject
to the  provisions  of  subsection  (e) of this  Section 2, this  Warrant may be
transferred on the books of the Issuer by the Holder hereof in person or by duly
authorized  attorney,  upon surrender of this Warrant at the principal office of
the Issuer, properly endorsed (by the Holder executing an assignment in the form
attached  hereto)  and  upon  payment  of any  necessary  transfer  tax or other
governmental charge imposed upon such transfer.  This Warrant is exchangeable at
the  principal  office of the Issuer for  Warrants  for the purchase of the same
aggregate  number of shares of Warrant Stock,  each new Warrant to represent the
right to purchase  such number of shares of Warrant  Stock as the Holder  hereof
shall  designate at the time of such exchange.  All Warrants issued on transfers
or exchanges  shall be dated the Original Issue Date and shall be identical with
this  Warrant  except  as to the  number of shares  of  Warrant  Stock  issuable
pursuant hereto.

     (e)  Compliance with Securities Laws.

          (i)  The Holder of this Warrant,  by acceptance  hereof,  acknowledges
that this  Warrant and the shares of Warrant  Stock to be issued  upon  exercise
hereof are being  acquired  solely for the  Holder's  own  account  and not as a
nominee for any other party,  and for  investment,  and that the Holder will not
offer,  sell or otherwise dispose of this Warrant or any shares of Warrant Stock
to be issued upon exercise hereof except  pursuant to an effective  registration
statement,  or an exemption from registration,  under the Securities Act and any
applicable state securities laws.

          (ii) Except as provided in paragraph (iii) below, this Warrant and all
certificates  representing  shares of Warrant Stock issued upon exercise  hereof
shall be stamped or imprinted with a legend in substantially the following form:

          THE SECURITIES  REPRESENTED  HEREBY HAVE NOT BEEN  REGISTERED WITH THE
SECURITIES   AND  EXCHANGE   COMMISSION  IN  RELIANCE  UPON  AN  EXEMPTION  FROM
REGISTRATION  UNDER THE  SECURITIES  ACT OF 1933,  AS AMENDED  (THE  "SECURITIES
ACT"),  AND,  ACCORDINGLY,  MAY NOT BE OFFERED  OR SOLD  EXCEPT  PURSUANT  TO AN
EFFECTIVE  REGISTRATION  STATEMENT  UNDER THE  SECURITIES  ACT OR PURSUANT TO AN
AVAILABLE  EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE  REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT.

          (iii)The  restrictions   imposed  by  this  subsection  (e)  upon  the
transfer of this Warrant and the shares of Warrant  Stock to be  purchased  upon
exercise  hereof  shall  terminate  (A) when  such  securities  shall  have been
effectively  registered  under the Securities Act, (B) upon the Issuer's receipt
of an opinion of counsel, in form and substance  reasonably  satisfactory to the
Issuer,  addressed  to the Issuer to the effect  that such  restrictions  are no
longer  required to ensure  compliance  with the  Securities Act or (C) upon the
Issuer's  receipt of other evidence  reasonably  satisfactory to the Issuer that
such registration is not required.  Whenever such  restrictions  shall cease and
terminate as to any such  securities,  the Holder  thereof  shall be entitled to

<PAGE>

receive from the Issuer (or its transfer agent and  registrar),  without expense
(other than applicable transfer taxes, if any), new Warrants (or, in the case of
shares of Warrant Stock,  new stock  certificates) of like tenor not bearing the
applicable  legends  required by paragraph (ii) above relating to the Securities
Act and state securities laws.

     (f)  Continuing Rights of Holder. The Issuer will, at the time of or at any
time after each exercise of this Warrant,  upon the request of the Holder hereof
or of any shares of Warrant  Stock  issued upon such  exercise,  acknowledge  in
writing  the  extent,  if any, of its  continuing  obligation  to afford to such
Holder all rights to which such Holder shall  continue to be entitled after such
exercise in accordance with the terms of this Warrant, provided that if any such
Holder  shall fail to make any such  request,  the failure  shall not affect the
continuing obligation of the Issuer to afford such rights to such Holder.

     (g)  Cashless Exercise.

          (i)  Payment  may be  made  either  in (1)  cash  or by  certified  or
official bank check payable to the order of the Company equal to the  applicable
aggregate  Purchase  Price,  (2) by delivery of  Warrants,  Common  Stock and/or
Common Stock receivable upon exercise of the Warrants in accordance with Section
(ii) below,  or (3) by a combination  of any of the foregoing  methods,  for the
number of Common Shares specified in such form (as such exercise number shall be
adjusted to reflect any adjustment in the total number of shares of Common Stock
issuable  to the holder  per the terms of this  Warrant)  and the  holder  shall
thereupon be entitled to receive the number of duly authorized,  validly issued,
fully-paid  and  non-assessable  shares  of Common  Stock (or Other  Securities)
determined as provided herein.

          (ii) Notwithstanding  any  provisions  herein to the contrary,  if the
Fair  Market  Value of one share of Common  Stock is greater  than the  Purchase
Price (at the date of  calculation  as set forth  below),  in lieu of exercising
this  Warrant for cash,  upon  consent of the  Company,  the holder may elect to
receive shares equal to the value (as determined  below) of this Warrant (or the
portion  thereof being  cancelled) by surrender of this Warrant at the principal
office of the Company together with the properly  endorsed  Subscription Form in
which event the  Company  shall issue to the holder a number of shares of Common
Stock computed using the following formula:

               X=Y (A-B)

          Where    X=      the number of shares of Common  Stock to be issued to
                           the holder

                   Y=      the  number of shares  of  Common  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)

                   A=      the Fair Market  Value of one share of the  Company's
                           Common Stock (at the date of such calculation)

                   B=      Purchase  Price  (as  adjusted  to the  date  of such
                           calculation)

<PAGE>

     3.   Stock Fully Paid: Reservation and Listing of Shares: Covenants.

     (a)  Stock Fully  Paid.  The Issuer  represents,  warrants,  covenants  and
agrees that all shares of Warrant Stock which may be issued upon the exercise of
this Warrant or otherwise  hereunder  will, upon issuance,  be duly  authorized,
validly issued, fully paid and non-assessable and free from all taxes, liens and
charges  created by or through Issuer.  The Issuer further  covenants and agrees
that during the period  within which this Warrant may be  exercised,  the Issuer
will at all times have authorized and reserved for the purpose of the issue upon
exercise  of this  Warrant a  sufficient  number  of  shares of Common  Stock to
provide for the exercise of this Warrant.

     (b)  Reservation. If any shares of Common Stock required to be reserved for
issuance  upon  exercise  of this  Warrant or as  otherwise  provided  hereunder
require registration or qualification with any governmental  authority under any
federal or state law before  such  shares may be so issued,  the Issuer  will in
good faith use its best efforts as  expeditiously  as possible at its expense to
cause such shares to be duly  registered or qualified.  If the Issuer shall list
any shares of Common Stock on any securities  exchange or market it will, at its
expense,  list thereon,  maintain and increase when necessary such listing,  of,
all  shares of Warrant  Stock from time to time  issued  upon  exercise  of this
Warrant or as otherwise provided hereunder, and, to the extent permissible under
the applicable  securities  exchange rules, all unissued shares of Warrant Stock
which are at any time issuable hereunder,  so long as any shares of Common Stock
shall be so listed. The Issuer will also so list on each securities  exchange or
market, and will maintain such listing of, any other securities which the Holder
of this  Warrant  shall be entitled to receive upon the exercise of this Warrant
if at the time  any  securities  of the  same  class  shall  be  listed  on such
securities exchange or market by the Issuer.

     (c)  Covenants.  The  Issuer  shall not by any  action  including,  without
limitation,  amending the  Certificate  of  Incorporation  or the by-laws of the
Issuer,  or through  any  reorganization,  transfer  of  assets,  consolidation,
merger,  dissolution,  issue or sale of securities or any other action, avoid or
seek to avoid the observance or performance of any of the terms of this Warrant,
but will at all times in good faith assist in the carrying out of all such terms
and in the taking of all such  actions as may be  necessary  or  appropriate  to
protect  the  rights  of the  Holder  hereof  against  dilution  (to the  extent
specifically provided herein) or impairment.  Without limiting the generality of
the  foregoing,  the Issuer  will (i) not permit the par value,  if any,  of its
Common  Stock to exceed  the then  effective  Warrant  Price,  (ii) not amend or
modify any  provision  of the  Certificate  of  Incorporation  or by-laws of the
Issuer  in any  manner  that  would  adversely  affect  in any way  the  powers,
preferences or relative  participating,  optional or other special rights of the
Common  Stock or which would  adversely  affect the rights of the Holders of the
Warrants,  (iii) take all such action as may be  reasonably  necessary  in order
that the Issuer may  validly  and  legally  issue  fully paid and  nonassessable
shares of Common Stock,  free and clear of any liens,  claims,  encumbrances and
restrictions  (other than as provided herein) upon the exercise of this Warrant,
and (iv) use its best efforts to obtain all such  authorizations,  exemptions or
consents from any public regulatory body having  jurisdiction  thereof as may be
reasonably  necessary to enable the Issuer to perform its obligations under this
Warrant.

     (d)  Loss,  Theft,  Destruction  of  Warrants.  Upon  receipt  of  evidence
satisfactory to the Issuer of the ownership of and the loss, theft,  destruction
or  mutilation  of any  Warrant  and,  in the  case of any such  loss,  theft or
destruction,  upon receipt of indemnity or security  satisfactory  to the Issuer
or, in the case of any such mutilation,  upon surrender and cancellation of such
Warrant,  the  Issuer  will  make and  deliver,  in lieu of such  lost,  stolen,
destroyed or mutilated Warrant, a new Warrant of like tenor and representing the
right to purchase the same number of shares of Common Stock.

     (e)  Rights and Obligations under the Registration  Rights  Agreement.  The
Warrant  Stock are  entitled  to the  benefits  and  subject to the terms of the
Registration  Rights Agreement dated as of even date herewith between the Issuer

<PAGE>

and the Holders  listed on the signature  pages thereof (as amended from time to
time, the "Registration Rights Agreement"). The Issuer shall keep or cause to be
kept a copy of the Registration Rights Agreement, and any amendments thereto, at
its chief executive office and shall furnish,  without charge, copies thereof to
the Holder upon request.

     4.   Adjustment of Warrant  Price and Warrant Share Number.  The number and
kind of Securities purchasable upon the exercise of this Warrant and the Warrant
Price shall be subject to  adjustment  from time to time upon the  happening  of
certain events as follows:

     (a)  Recapitalization,   Reorganization,  Reclassification,  Consolidation,
Merger or Sale.  (i) In case the Issuer after the  Original  Issue Date shall do
any of the following (each, a "Triggering  Event") (a) consolidate with or merge
into any other  Person and the Issuer shall not be the  continuing  or surviving
corporation of such  consolidation or merger,  or (b) permit any other Person to
consolidate with or merge into the Issuer and the Issuer shall be the continuing
or surviving Person but, in connection with such  consolidation  or merger,  any
Capital Stock of the Issuer shall be changed into or exchanged for Securities of
any  other  Person  or  cash  or any  other  property,  or (c)  transfer  all or
substantially all of its properties or assets to any other Person, or (d) effect
a capital  reorganization or reclassification of its Capital Stock, then, and in
the case of each such Triggering Event,  proper provision shall be made so that,
upon the basis and the terms and in the manner  provided  in this  Warrant,  the
Holder of this Warrant  shall be entitled  (x) upon the  exercise  hereof at any
time after the consummation of such Triggering Event, to the extent this Warrant
is not exercised  prior to such  Triggering  Event, or is redeemed in connection
with such  Triggering  Event,  to receive at the Warrant  Price in effect at the
time  immediately  prior to the consummation of such Triggering Event in lieu of
the Common  Stock  issuable  upon such  exercise of this  Warrant  prior to such
Triggering  Event, the Securities,  cash and property to which such Holder would
have been entitled upon the consummation of such Triggering Event if such Holder
had exercised the rights represented by this Warrant  immediately prior thereto,
subject to adjustments  and increases  (subsequent to such corporate  action) as
nearly  equivalent  as possible  to the  adjustments  provided  for in Section 4
hereof or (y) to sell this Warrant  (or, at such  Holder's  election,  a portion
hereof) to the Person continuing after or surviving such Triggering Event, or to
the Issuer (if Issuer is the  continuing  or surviving  Person) at a sales price
equal to the amount of cash, property and/or Securities to which a holder of the
number of shares of Common Stock which would  otherwise have been delivered upon
the exercise of this Warrant would have been entitled upon the effective date or
closing of any such  Triggering  Event  (the  "Event  Consideration"),  less the
amount or portion of such Event  Consideration  having a fair value equal to the
aggregate  Warrant  Price  applicable  to this Warrant or the portion  hereof so
sold.

     (ii) Notwithstanding  anything  contained in this Warrant to the  contrary,
the  Issuer  will  not  effect  any  Triggering  Event  unless,   prior  to  the
consummation  thereof, each Person (other than the Issuer) which may be required
to deliver any Securities, cash or property upon the exercise of this Warrant as
provided herein shall assume, by written instrument delivered to, and reasonably
satisfactory  to, the Holder of this Warrant,  (A) the obligations of the Issuer
under this  Warrant (and if the Issuer shall  survive the  consummation  of such
Triggering Event, such assumption shall be in addition to, and shall not release
the Issuer from,  any  continuing  obligations of the Issuer under this Warrant)
and (B) the obligation to deliver to such Holder such shares of Securities, cash
or property as, in accordance  with the foregoing  provisions of this subsection
(a),  such  Holder  shall be entitled  to  receive,  and such Person  shall have
similarly delivered to such Holder an opinion of counsel for such Person,  which
counsel  shall be  reasonably  satisfactory  to such  Holder,  stating that this
Warrant shall thereafter  continue in full force and effect and the terms hereof
(including,  without  limitation,  all of the provisions of this subsection (a))
shall be applicable to the Securities, cash or property which such Person may be
required to deliver  upon any  exercise of this  Warrant or the  exercise of any
rights pursuant hereto.

<PAGE>

     (iii)If with respect to any  Triggering  Event,  the Holder of this Warrant
has  exercised its right as provided in clause (y) of  subparagraph  (i) of this
subsection (a) to sell this Warrant or a portion thereof, the Issuer agrees that
as a condition to the consummation of any such Triggering Event the Issuer shall
secure such right of Holder to sell this Warrant to the Person  continuing after
or  surviving  such  Triggering  Event and the Issuer  shall not effect any such
Triggering Event unless upon or prior to the consummation thereof the amounts of
cash, property and/or Securities required under such clause (y) are delivered to
the Holder of this Warrant. The obligation of the Issuer to secure such right of
the Holder to sell this Warrant  shall be subject to such  Holder's  cooperation
with  the  Issuer,  including,  without  limitation,  the  giving  of  customary
representations  and  warranties to the  purchaser in  connection  with any such
sale.  Prior notice of any Triggering Event shall be given to the Holder of this
Warrant in accordance with Section 11 hereof.

     (b)  Subdivision or Combination of Shares. If the Issuer, at any time while
this  Warrant is  outstanding,  shall  subdivide or combine any shares of Common
Stock,  (i) in case of  subdivision  of  shares,  the  Warrant  Price  shall  be
proportionately reduced (as at the effective date of such subdivision or, if the
Issuer  shall take a record of Holders of its Common Stock for the purpose of so
subdividing,  as at the applicable record date, whichever is earlier) to reflect
the  increase in the total  number of shares of Common  Stock  outstanding  as a
result of such subdivision,  or (ii) in the case of a combination of shares, the
Warrant Price shall be  proportionately  increased (as at the effective  date of
such  combination or, if the Issuer shall take a record of Holders of its Common
Stock  for the  purpose  of so  combining,  as at the  applicable  record  date,
whichever is earlier) to reflect the  reduction in the total number of shares of
Common Stock outstanding as a result of such combination.

     (c)  Certain Dividends and Distributions.  If the Issuer, at any time while
this Warrant is outstanding, shall:


          (i)  Stock   Dividends.   Pay  a  dividend   in,  or  make  any  other
distribution to its stockholders (without consideration  therefor) of, shares of
Common  Stock,  the Warrant  Price shall be adjusted,  as at the date the Issuer
shall take a record of the Holders of the Issuer's Capital Stock for the purpose
of receiving such dividend or other distribution (or if no such record is taken,
as at the date of such payment or other distribution),  to that price determined
by multiplying the Warrant Price in effect immediately prior to such record date
(or if no such record is taken,  then immediately prior to such payment or other
distribution),  by a  fraction  (1) the  numerator  of which  shall be the total
number of shares of Common Stock outstanding  immediately prior to such dividend
or  distribution,  and (2) the denominator of which shall be the total number of
shares  of  Common  Stock   outstanding   immediately  after  such  dividend  or
distribution (plus in the event that the Issuer paid cash for fractional shares,
the number of additional shares which would have been outstanding had the Issuer
issued fractional shares in connection with said dividends); or

          (ii) Other  Dividends.  Pay a dividend on, or make any distribution of
its  assets  upon  or  with  respect  to  (including,  but  not  limited  to,  a
distribution of its property as a dividend in liquidation or partial liquidation
or by way of return of  capital),  the Common  Stock (other than as described in
clause (i) of this subsection (c)), or in the event that the Company shall offer
options or rights to subscribe for shares of Common  Stock,  or issue any Common
Stock  Equivalents,  to all of its holders of Common  Stock,  then on the record
date for such  payment,  distribution  or offer or, in the  absence  of a record
date,  on the date of such  payment,  distribution  or offer,  the Holder  shall
receive  what the Holder would have  received  had it exercised  this Warrant in
full immediately prior to the record date of such payment, distribution or offer
or,  in the  absence  of a record  date,  immediately  prior to the date of such
payment, distribution or offer.

<PAGE>

     (d)  Other Provisions  Applicable to Adjustments  Under this Section 4. The
following  provisions  shall be applicable to the making of  adjustments  in the
Warrant Price hereinbefore provided in Section 4:

          (i)  Computation of Consideration.  The consideration  received by the
Issuer shall be deemed to be the  following:  to the extent that any  Additional
Shares of Common  Stock or any Common  Stock  Equivalents  shall be issued for a
cash  consideration,  the consideration  received by the Issuer therefor,  or if
such Additional  Shares of Common Stock or Common Stock  Equivalents are offered
by the Issuer for subscription,  the subscription  price, or, if such Additional
Shares of Common Stock or Common Stock  Equivalents  are sold to underwriters or
dealers for public offering without a subscription offering, the public offering
price,  in any such case  excluding any amounts paid or  receivable  for accrued
interest  or  accrued  dividends  and  without  deduction  of any  compensation,
discounts,  commissions,  or  expenses  paid or incurred by the Issuer for or in
connection  with the  underwriting  thereof or otherwise in connection  with the
issue  thereof;  to the extent that such issuance  shall be for a  consideration
other than cash, then, except as herein otherwise expressly  provided,  the fair
market value of such consideration at the time of such issuance as determined in
good faith by the Board. The  consideration  for any Additional Shares of Common
Stock  issuable   pursuant  to  any  Common  Stock   Equivalents  shall  be  the
consideration  received by the Issuer for issuing such Common Stock Equivalents,
plus the  additional  consideration  payable  to the Issuer  upon the  exercise,
conversion or exchange of such Common Stock Equivalents. In case of the issuance
at any time of any Additional Shares of Common Stock or Common Stock Equivalents
in payment or  satisfaction  of any dividend  upon any class of Capital Stock of
the Issuer other than Common Stock,  the Issuer shall be deemed to have received
for such  Additional  Shares  of  Common  Stock or Common  Stock  Equivalents  a
consideration equal to the amount of such dividend so paid or satisfied.  In any
case in which the consideration to be received or paid shall be other than cash,
the Board shall  notify the Holder of this Warrant of its  determination  of the
fair market value of such  consideration  prior to payment or accepting  receipt
thereof.  If,  within  thirty days after  receipt of said  notice,  the Majority
Holders  shall  notify  the  Board  in  writing  of  their   objection  to  such
determination,  a determination  of the fair market value of such  consideration
shall be made by an Independent  Appraiser selected by the Majority Holders with
the approval of the Board (which approval shall not be  unreasonably  withheld),
whose fees and expenses shall be paid by the Issuer.

          (ii) Readjustment of Warrant Price. Upon the expiration or termination
of the right to convert,  exchange or exercise any Common Stock  Equivalent  the
issuance of which  effected an adjustment in the Warrant  Price,  if such Common
Stock  Equivalent  shall not have been converted,  exercised or exchanged in its
entirety,  the  number  of  shares of  Common  Stock  deemed  to be  issued  and
outstanding  by reason of the fact that  they  were  issuable  upon  conversion,
exchange  or exercise of any such  Common  Stock  Equivalent  shall no longer be
computed as set forth above, and the Warrant Price shall forthwith be readjusted
and  thereafter be the price which it would have been (but  reflecting any other
adjustments in the Warrant Price made pursuant to the provisions of this Section
4 after the issuance of such Common Stock  Equivalent) had the adjustment of the
Warrant Price been made in accordance with the issuance or sale of the number of
Additional  Shares of Common Stock actually issued upon conversion,  exchange or
issuance  of such  Common  Stock  Equivalent  and  thereupon  only the number of
Additional  Shares of Common  Stock  actually so issued  shall be deemed to have
been issued and only the consideration actually received by the Issuer (computed
as in clause (i) of this  subsection  (g)) shall be deemed to have been received
by the Issuer.

          (iii)Outstanding  Common  Stock.  The number of shares of Common Stock
at any time  outstanding  shall (A) not include any shares thereof then directly
or  indirectly  owned or held by or for the  account of the Issuer or any of its
Subsidiaries,  and (B) be deemed to  include  all  shares of Common  Stock  then

<PAGE>

issuable upon conversion,  exercise or exchange of any then  outstanding  Common
Stock  Equivalents  or any other  evidences of  Indebtedness,  shares of Capital
Stock or other  Securities  which are or may be at any time  convertible into or
exchangeable for shares of Common Stock or Other Common Stock.

     (e)  Other Action  Affecting Common Stock. In case after the Original Issue
Date the Issuer shall take any action affecting its Common Stock,  other than an
action  described in any of the  foregoing  subsections  (a) through (d) of this
Section 4,  inclusive,  and the failure to make any adjustment  would not fairly
protect the purchase  rights  represented by this Warrant in accordance with the
essential  intent and  principle of this Section 4, then the Warrant Price shall
be  adjusted  in such  manner  and at such time as the  Board may in good  faith
determine to be equitable in the circumstances.

     (f)  Adjustment  of  Warrant  Share  Number.  Upon each  adjustment  in the
Warrant Price pursuant to any of the foregoing provisions of this Section 4, the
Warrant Share Number shall be adjusted,  to the nearest one hundredth of a whole
share,  to  the  product  obtained  by  multiplying  the  Warrant  Share  Number
immediately  prior to such  adjustment in the Warrant  Price by a fraction,  the
numerator of which shall be the Warrant Price  immediately  before giving effect
to such  adjustment  and the  denominator  of which shall be the  Warrant  Price
immediately  after giving effect to such  adjustment.  If the Issuer shall be in
default  under any  provision  contained  in  Section 3 of this  Warrant so that
shares  issued at the Warrant Price  adjusted in accordance  with this Section 4
would not be validly issued, the adjustment of the Warrant Share Number provided
for in the foregoing  sentence shall  nonetheless be made and the Holder of this
Warrant  shall be  entitled  to purchase  such  greater  number of shares at the
lowest price at which such shares may then be validly  issued  under  applicable
law. Such exercise  shall not  constitute a waiver of any claim arising  against
the Issuer by reason of its default under Section 3 of this Warrant.

     (g)  Form of Warrant after  Adjustments.  The form of this Warrant need not
be changed  because of any  adjustments  in the Warrant  Price or the number and
kind of Securities purchasable upon the exercise of this Warrant.

     5.   Notice of  Adjustments.  Whenever the Warrant  Price or Warrant  Share
Number  shall be adjusted  pursuant  to Section 4 hereof  (for  purposes of this
Section 5, each an  "adjustment"),  the Issuer  shall cause its Chief  Financial
Officer to prepare  and  execute a  certificate  setting  forth,  in  reasonable
detail,  the event requiring the adjustment,  the amount of the adjustment,  the
method by which such  adjustment was calculated  (including a description of the
basis on which the Board  made any  determination  hereunder),  and the  Warrant
Price and Warrant Share Number after giving effect to such adjustment, and shall
cause copies of such  certificate  to be delivered to the Holder of this Warrant
promptly after each adjustment. Any dispute between the Issuer and the Holder of
this Warrant with  respect to the matters set forth in such  certificate  may at
the option of the Holder of this  Warrant be  submitted  to one of the  national
accounting  firms  currently  known as the "big five"  selected  by the  Holder,
provided  that the Issuer shall have ten days after  receipt of notice from such
Holder  of its  selection  of such firm to object  thereto,  in which  case such
Holder shall select another such firm and the Issuer shall have no such right of
objection.  The firm  selected by the Holder of this  Warrant as provided in the
preceding  sentence shall be instructed to deliver a written  opinion as to such
matters to the Issuer and such Holder within thirty days after  submission to it
of such dispute.  Such opinion shall be final and binding on the parties hereto.
The fees and expenses of such accounting firm shall be paid by the Issuer.

     6.   Fractional  Shares.  No  fractional  shares of  Warrant  Stock will be
issued in connection  with and exercise  hereof,  but in lieu of such fractional
shares,  the Issuer  shall make a cash payment  therefor  equal in amount to the
product of the applicable fraction multiplied by the Per Share Market Value then
in effect.

     7.   Warrant Exercise Restriction. Notwithstanding anything to the contrary
set forth in this Warrant, at no time may a holder of this Warrant exercise this


<PAGE>

Warrant,  or a portion  hereof,  if the  number of shares of Common  Stock to be
issued  pursuant to such exercise would exceed,  when  aggregated with all other
shares of Common  Stock owned by such holder at such time,  would result in such
holder owning more than 9.99% of all of the Common Stock issued and  outstanding
at such time;  provided,  however,  that upon a holder of this Warrant providing
the Issuer  with 75 days notice  (pursuant  to Section 11 hereof)  (the  "Waiver
Notice")  that such holder  would like to waive  Section 7 of this  Warrant with
regard to any or all  shares of  Common  Stock  issuable  upon  exercise  of the
Warrant, this Section 7 will be of no further force or effect with regard to the
number of shares exercisable  pursuant to the Warrant, or the applicable portion
thereof, referenced in the Waiver Notice.

     8.   Definitions.  For the purposes of this Warrant,  the  following  terms
have the following meanings:


          "Additional  Shares of Common  Stock" means all shares of Common Stock
issued by the Issuer  after the  Original  Issue  Date,  and all shares of Other
Common,  if any, issued by the Issuer after the Original Issue Date,  except (i)
Warrant Stock,  (ii) any shares of Common Stock issuable upon  conversion of the
Notes  pursuant  to the  Purchase  Agreement,  (iii) any shares of Common  Stock
issuable upon  conversion of the  promissory  notes and exercise of the warrants
issued pursuant to the Convertible Note Purchase Agreement dated April 23, 2002,
and (iv)  options or  warrants or rights to  purchase  stock  issued to officers
and/or  directors  of the Maker and any  shares of Common  Stock  issuable  upon
exercise of the Stock Options.

          "Board" shall mean the Board of Directors of the Issuer.

          "Capital Stock" means and includes (i) any and all shares,  interests,
participations  or other  equivalents  of or interests  in (however  designated)
corporate  stock,  including,   without  limitation,   shares  of  preferred  or
preference stock, (ii) all partnership interests (whether general or limited) in
any Person which is a  partnership,  (iii) all  membership  interests or limited
liability  company  interests  in any limited  liability  company,  and (iv) all
equity or ownership interests in any Person of any other type.

          "Certificate of Incorporation"  means the Certificate of Incorporation
of the Issuer as in effect on the Original  Issue Date,  and as  hereafter  from
time to time amended, modified,  supplemented or restated in accordance with the
terms hereof and thereof and pursuant to applicable law.

          "Original Issue Date" means April 23, 2002.

          "Common  Stock"  means the Common  Stock,  $.00167  par value,  of the
Issuer and any other  Capital  Stock into  which  such  stock may  hereafter  be
changed.

          "Common Stock Equivalent"  means any Convertible  Security or warrant,
option or other right to  subscribe  for or purchase  any  Additional  Shares of
Common Stock or any Convertible Security.

          "Convertible  Securities" means the Notes,  evidences of Indebtedness,
shares of  Capital  Stock or other  Securities,  which are or may be at any time
convertible into or exchangeable for Additional Shares of Common Stock. The term
"Convertible Security" means one of the Convertible Securities.

          "Governmental   Authority"  means  any  governmental,   regulatory  or
self-regulatory  entity,  department,  body,  official,  authority,  commission,
board, agency or instrumentality,  whether federal,  state or local, and whether
domestic or foreign.

          "Holders"  mean  the  Persons  who  shall  from  time to time  own any
Warrant. The term "Holder" means one of the Holders.

<PAGE>

          "Independent   Appraiser"  means  a  nationally  recognized  or  major
regional  investment  banking  firm  or  firm of  independent  certified  public
accountants  of  recognized  standing  (which  may be the  firm  that  regularly
examines the financial  statements  of the Issuer) that is regularly  engaged in
the business of appraising the Capital Stock or assets of  corporations or other
entities as going  concerns,  and which is not affiliated with either the Issuer
or the Holder of any Warrant.

          "Issuer"   means  Armitec  Inc,  a  Delaware   Corporation,   and  its
successors.

          "Majority   Holders"  means  at  any  time  the  Holders  of  Warrants
exercisable  for a majority of the shares of Warrant  Stock  issuable  under the
Warrants at the time outstanding.

          "NASDAQ"  means  the  National   Association  of  Securities   Dealers
Automated Quotation System.

          "Notes" means the convertible  promissory notes issued pursuant to the
Purchase Agreement.

          "Other  Common"  means any other  Capital  Stock of the  Issuer of any
class  which  shall be  authorized  at any time  after the date of this  Warrant
(other than Common Stock) and which shall have the right to  participate  in the
distribution  of  earnings  and assets of the Issuer  without  limitation  as to
amount.

          "Person" means an individual,  corporation, limited liability company,
partnership,  joint stock company,  trust,  unincorporated  organization,  joint
venture, Governmental Authority or other entity of whatever nature.

          "Per Share Market Value" means on any particular  date (a) the closing
bid price per share of the  Common  Stock on such date on The  Nasdaq  Small-Cap
Market,  the Nasdaq National Market or other registered  national stock exchange
on which the  Common  Stock is then  listed or if there is no such price on such
date,  then the closing bid price on such  exchange or  quotation  system on the
date nearest  preceding such date, or (b) if the Common Stock is not listed then
on The Nasdaq  Small-Cap  Market,  the Nasdaq  National Market or any registered
national  stock  exchange,  the closing bid price for a share of Common Stock in
the over-the-counter  market, as reported by NASDAQ or in the National Quotation
Bureau  Incorporated  or  similar  organization  or  agency  succeeding  to  its
functions of reporting  prices) at the close of business on such date, or (c) if
the  Common  Stock  is not  then  reported  by  the  National  Quotation  Bureau
Incorporated (or similar  organization or agency  succeeding to its functions of
reporting prices),  then the average of the "Pink Sheet" quotes for the relevant
conversion  period,  as  determined  in good faith by the holder,  or (d) if the
Common  Stock is not then  publicly  traded the fair market  value of a share of
Common Stock as determined by an Independent Appraiser selected in good faith by
the Majority Holders;  provided,  however, that the Issuer, after receipt of the
determination by such Independent  Appraiser,  shall have the right to select an
additional Independent Appraiser,  in which case, the fair market value shall be
equal to the average of the  determinations by each such Independent  Appraiser;
and  provided,  further  that all  determinations  of the Per Share Market Value
shall be appropriately  adjusted for any stock dividends,  stock splits or other
similar  transactions during such period. The determination of fair market value
by an  Independent  Appraiser  shall be based upon the fair market  value of the
Issuer  determined  on a going  concern  basis as between a willing  buyer and a
willing  seller and taking into account all relevant  factors  determinative  of
value,  and shall be final and binding on all parties.  In determining  the fair
market value of any shares of Common Stock, no  consideration  shall be given to
any  restrictions  on transfer of the Common  Stock  imposed by  agreement or by
federal or state  securities  laws,  or to the  existence  or absence of, or any
limitations on, voting rights.

<PAGE>

          "Purchase  Agreement"  means the Convertible  Note Purchase  Agreement
dated as of April 23, 2002 among the Issuer and the purchaser named therein.

          "Registration  Rights  Agreement" has the meaning specified in Section
3(e) hereof.

          "Securities"  means  any  debt or  equity  securities  of the  Issuer,
whether  now  or  hereafter  authorized,  any  instrument  convertible  into  or
exchangeable  for  Securities  or a Security,  and any option,  warrant or other
right  to  purchase  or  acquire  any  Security.  "Security"  means  one  of the
Securities.

          "Securities Act" means the Securities Act of 1933, as amended,  or any
similar federal statute then in effect.

          "Stock  Options"  means  options to  purchase  shares of Common  Stock
issued by the  Issuer on the  Original  Issue  Date to  certain  members  of the
Issuer's  senior  management,  as the  same may  from  time to time be  amended,
modified or supplemented in accordance with their terms.

          "Subsidiary"  means any corporation at least 50% of whose  outstanding
Voting Stock shall at the time be owned  directly or indirectly by the Issuer or
by one or  more of its  Subsidiaries,  or by the  Issuer  and one or more of its
Subsidiaries.

          "Trading  Day" means (a) a day on which the Common  Stock is traded on
The Nasdaq  Small-Cap  Market,  the Nasdaq National  Market or other  registered
national stock exchange on which the Common Stock has been listed, or (b) if the
Common Stock is not listed on The Nasdaq Small-Cap  Market,  the Nasdaq National
Market or any  registered  national  stock  exchange,  a day or which the Common
Stock is traded in the over-the-counter  market, as reported by the OTC Bulletin
Board, or (c) if the Common Stock is not quoted on the OTC Bulletin Board, a day
on which the Common Stock is quoted in the  over-the-counter  market as reported
by the National  Quotation Bureau  Incorporated (or any similar  organization or
agency succeeding its functions of reporting prices); provided, however, that in
the event that the Common Stock is not listed or quoted as set forth in (a), (b)
and (c) hereof, then Trading Day shall mean any day except Saturday,  Sunday and
any day which shall be a legal holiday or a day on which banking institutions in
the State of New York are  authorized  or  required  by law or other  government
action to close.

          "Term" has the meaning specified in Section 1 hereof.

          "Voting  Stock",  as applied to the Capital Stock of any  corporation,
means Capital Stock of any class or classes (however designated) having ordinary
voting  power for the  election  of a  majority  of the  members of the Board of
Directors  (or other  governing  body) of such  corporation,  other than Capital
Stock having such power only by reason of the happening of a contingency.

          "Warrants" means the Warrants issued and sold pursuant to the Purchase
Agreement,  including,  without limitation, this Warrant, and any other warrants
of like tenor issued in substitution or exchange for any thereof pursuant to the
provisions  of  Section  2(c),  2(d) or  2(e)  hereof  or of any of  such  other
Warrants.

          "Warrant  Price" means  initially 105% of the market price at closing,
as such  price  may be  adjusted  from  time to time as  shall  result  from the
adjustments specified in Section 4 hereof.

          "Warrant  Share  Number"  means at any time the  aggregate  number  of
shares of Warrant  Stock which may at such time be  purchased  upon  exercise of
this Warrant, after giving effect to all prior adjustments and increases to such
number made or required to be made under the terms hereof.

<PAGE>

          "Warrant  Stock"  means  Common Stock  issuable  upon  exercise of any
Warrant or Warrants or otherwise issuable pursuant to any Warrant or Warrants.

     8.   Other Notices. In case at any time:


          (A)  the Issuer shall make any  distributions to the holders of Common
Stock; or

          (B)  the Issuer  shall  authorize  the  granting to all holders of its
Common Stock of rights to subscribe  for or purchase any shares of Capital Stock
of any class or of any Common Stock  Equivalents  or  Convertible  Securities or
other rights; or

          (C)  there shall be any  reclassification  of the Capital Stock of the
Issuer; or

          (D)  there shall be any capital reorganization by the Issuer; or

          (E)  there  shall be any (i)  consolidation  or merger  involving  the
Issuer or (ii) sale,  transfer or other  disposition of all or substantially all
of the  Issuer's  property,  assets  or  business  (except  a  merger  or  other
reorganization  in which the Issuer shall be the surviving  corporation  and its
shares of Capital  Stock shall  continue to be  outstanding  and  unchanged  and
except a consolidation,  merger, sale, transfer or other disposition involving a
wholly-owned Subsidiary); or

          (F)  there  shall  be  a   voluntary   or   involuntary   dissolution,
liquidation or winding-up of the Issuer or any partial liquidation of the Issuer
or distribution to holders of Common Stock;

          then, in each of such cases,  the Issuer shall give written  notice to
the  Holder of the date on which (i) the books of the  Issuer  shall  close or a
record shall be taken for such dividend,  distribution or subscription rights or
(ii) such reorganization, reclassification,  consolidation, merger, disposition,
dissolution,  liquidation or  winding-up,  as the case may be, shall take place.
Such notice also shall  specify the date as of which the holders of Common Stock
of record shall  participate  in such  dividend,  distribution  or  subscription
rights, or shall be entitled to exchange their certificates for Common Stock for
securities   or   other   property   deliverable   upon   such   reorganization,
reclassification,  consolidation, merger, disposition,  dissolution, liquidation
or  winding-up,  as the case may be. Such notice  shall be given at least twenty
days prior to the action in question  and not less than twenty days prior to the
record  date or the date on which the  Issuer's  transfer  books  are  closed in
respect thereto.  The Issuer shall give to the Holder notice of all meetings and
actions by written  consent  of its  stockholders,  at the same time in the same
manner as notice of any  meetings  of  stockholders  is  required to be given to
stockholders who do not waive such notice (or, if such requires no notice,  then
two Trading Days written notice thereof describing the matters upon which action
is to be  taken).  The Holder  shall have the right to send two  representatives
selected by it to each meeting,  who shall be permitted to attend,  but not vote
at, such meeting and any adjournments  thereof. This Warrant entitles the Holder
to receive copies of all financial and other information distributed or required
to be distributed to the holders of the Common Stock.

     9.   Amendment and Waiver.  Any term,  covenant,  agreement or condition in
this  Warrant may be amended,  or  compliance  therewith  may be waived  (either
generally   or  in  a   particular   instance   and  either   retroactively   or
prospectively),  by a written instrument or written instruments  executed by the
Issuer and the Majority Holders;  provided,  however,  that no such amendment or
waiver  shall  reduce the Warrant  Share  number,  increase  the Warrant  Price,
shorten the period  during  which this  Warrant may be  exercised  or modify any
provision of this Section 9 without the consent of the Holder of this Warrant.

<PAGE>

     10.  Governing  Law.  THIS  WARRANT  SHALL BE GOVERNED BY AND  CONSTRUED IN
ACCORDANCE  WITH THE LAWS OF THE STATE OF NEW  YORK,  WITHOUT  GIVING  EFFECT TO
PRINCIPLES OF CONFLICTS OF LAW.

     11.  Notices.  Any and all notices or other  communications  or  deliveries
required or permitted to be provided  hereunder shall be in writing and shall be
deemed given and  effective on the earlier of (i) the date of  transmission,  if
such  notice or  communication  is  delivered  via  facsimile  at the  facsimile
telephone number specified for notice prior to 5:00 p.m.,  Atlanta City time, on
a Business  Day, (ii) the Business Day after the date of  transmission,  if such
notice or  communication  is delivered via facsimile at the facsimile  telephone
number specified for notice later than 5:00 p.m., Atlanta City time, on any date
and earlier than 11:59 p.m.,  Atlanta time, on such date, (iii) the Business Day
following  the  date of  mailing,  if sent by  nationally  recognized  overnight
courier  service  or (iv)  actual  receipt  by the party to whom such  notice is
required  to be  given.  The  addresses  for such  communications  shall be with
respect  to the  Holder of this  Warrant or of  Warrant  Stock  issued  pursuant
hereto,  addressed to such Holder at its last known address or facsimile  number
appearing  on the books of the  Issuer  maintained  for such  purposes,  or with
respect to the Issuer, addressed to:

          Armitec, Inc.
          4479 Atlanta Road
          Smyrna, Georgia 30080
          Attention:  Chief Executive Officer
          Facsimile No.: (404) 842-9418

or to such other address or addresses or facsimile number or numbers as any such
party may most recently have  designated in writing to the other parties  hereto
by such  notice.  Greenberg  Traurig  LLP.,  Attn:  Robert  E.  Altenbach,  3290
Northside  Parkway,  Suite 400,  Atlanta,  Georgia  30327,  Facsimile No.: (678)
553-2188 .

     12.  Warrant  Agent.  The Issuer may,  by written  notice to each Holder of
this  Warrant,  appoint  an agent  having an office in Texas for the  purpose of
issuing  shares of Warrant  Stock on the  exercise of this  Warrant  pursuant to
subsection  (b) of  Section  2  hereof,  exchanging  this  Warrant  pursuant  to
subsection  (d) of  Section 2 hereof  or  replacing  this  Warrant  pursuant  to
subsection (d) of Section 3 hereof, or any of the foregoing,  and thereafter any
such  issuance,  exchange or  replacement,  as the case may be, shall be made at
such office by such agent.

<PAGE>

     13.  Registration  Rights.  The initial holder of this Warrant (and certain
assignees  thereof) is entitled  to the benefit of such  registration  rights in
respect  of the  Warrant  Shares  as are set  forth in the  Registration  Rights
Agreement.  The terms of the  Registration  Rights  Agreement  are  incorporated
herein by this reference.



     If the  Registration  Statement is not filed or deemed effective as defined
in the Registration  Right  Agreement,  within the time periods set forth in the
Registration  Right  Agreement,  and the Company is unable to issue Common Stock
upon  exercise of this Warrant that has been  registered  within the time period
specified  in this  document,  then upon demand made by the Holder,  the Company
will pay to the Holder of this Warrant,  in lieu of delivering  Common Stock,  a
sum equal to the closing  price of the  Company's  Common stock on the Principal
Market (as defined in the Registration  Right Agreement) or such other principal
trading  market for the Company's  Common Stock on the trading date  immediately
preceding the date notice is given by the Holder,  less the purchase price,  for
each share of Common Stock designated in such notice from the Holder.

     14.  Remedies. The Issuer stipulates that the remedies at law of the Holder
of this Warrant in the event of any default or threatened  default by the Issuer
in the  performance  of or compliance  with any of the terms of this Warrant are
not and will not be adequate and that, to the fullest  extent  permitted by law,
such terms may be specifically enforced by a decree for the specific performance
of any agreement contained herein or by an injunction against a violation of any
of the terms hereof or otherwise.

     15.  Successors and Assigns.  This Warrant and the rights  evidenced hereby
shall inure to the benefit of and be binding upon the  successors and assigns of
the Issuer, the Holder hereof and (to the extent provided herein) the Holders of
Warrant  Stock issued  pursuant  hereto,  and shall be  enforceable  by any such
Holder or Holder of Warrant Stock

     16.  Modification and  Severability.  If, in any action before any court or
agency  legally  empowered  to  enforce  any  provision  contained  herein,  any
provision  hereof is found to be  unenforceable,  then such  provision  shall be
deemed modified to the extent  necessary to make it enforceable by such court or
agency.  If any such provision is not  enforceable as set forth in the preceding
sentence,  the  unenforceability  of such  provision  shall not affect the other
provisions  of this  Warrant,  but this  Warrant  shall be  construed as if such
unenforceable provision had never been contained herein.

     17.  Headings.  The  headings  of the  Sections  of  this  Warrant  are for
convenience of reference  only and shall not, for any purpose,  be deemed a part
of this Warrant.


     IN WITNESS WHEREOF,  the Issuer has executed this Warrant as of the day and
year first above written.

                          ARMITEC, INC.


                          By: /s/ Bruce R. Davis
                             -----------------------
                             Bruce R. Davis
                             Chief Executive Officer

<PAGE>

                              FORM OF SUBSCRIPTION
                   (to be signed only on exercise of Warrant)


To: _________________________

The undersigned,  pursuant to the provisions set forth in the attached  Warrant,
hereby irrevocably elects to purchase (check applicable box)):

____ ____________ shares of the Common Stock covered by such Warrant; or

___ the  maximum  number  of  shares of Common  Stock  covered  by such  Warrant
pursuant to the cashless exercise procedure set forth in Section 2 (g).

The  undersigned  herewith  makes  payment of the full  purchase  price for such
shares at the price per share provided for is Warrant, which is $ _____________.
Such payment takes the form of (check applicable box or boxes);

___ $ ____________ in lawful money of the United States; and/or

___ the  cancellation of such portion of the attached  Warrant as is exercisable
for a total of _______  shares of Common  Stock  (using a Fair Market Value of $
______ per share for purposes of this calculation); and/or

___ the  cancellation  of such number of shares of Common Stock as is necessary,
in  accordance  with the formula  set forth in Section 2 (g),  to exercise  this
Warrant with respect to the maximum number of shares of Common Stock purchasable
pursuant to the cashless exercise procedure set forth in Section 2 (g).

The undersigned requests that the certificates for such shares be issued in the
name of, and delivered to _____________________________________ whose address is
________________________________________________________________________________
______________________________________________________________________________ .

The  undersigned  represents  and  Warrants  that all  offers  and  sales by the
undersigned of the securities issuable upon exercise of the within Warrant shall
be made pursuant to registration of the Common Stock under the Securities Act of
1933,  as amended  (the  "Securities  Act"),  or pursuant to an  exemption  from
registration under the Securities Act.

Dated: ___________                  ____________________________________________
                                    (Signature must conform to name of holder as
                                    specified on the face of the Warrant)

                                    ____________________________________________
                                    ____________________________________________
                                    (address)