WARRANT TO PURCHASE COMMON STOCKOF CHANCELLOR CORPORATION
                                            -------------------------

Warrant  No.:  98-001                                   Number  of  Shares:
10,000,000Date  of  Issuance:  April  1,  1998
(subject  to  adjustment)
Chancellor  Corporation,  a Massachusetts corporation (the "Company"), for value
received,  hereby  certifies  that Vestex Capital Corporation, or its registered
assigns  (the "Holder") is entitled, subject to the provisions contained herein,
to  purchase  from  the Company Ten Million (10,000,000) shares of Common Stock,
par value $.01 per share, of the Company ("Common Stock"), at the exercise price
of  Twenty  Cents ($.20) per share, subject to adjustment upon the occurrence of
certain  events.  The number of shares of Common Stock purchasable upon exercise
of this Warrant, and the purchase price per share, each as adjusted from to time
pursuant  to the provisions contained herein, are hereinafter referred to as the
"Warrant  Stock"  and  the  "Purchase  Price",  respectively.

1.     DEFINITIONS.

As  used  herein,  the  following  terms  shall  have  the  following  meanings:

     Common  Stock:  the  Common Stock, par value $.01 per share, of the Company
and  any  other capital stock of the Company into which such common stock may be
converted  or reclassified or that may be issued in respect of, in exchange for,
or  in  substitution  of, such common stock by reason of any stock splits, stock
dividends,  distributions,  mergers,  consolidations  or  other  like  events.

     Company:     Chancellor  Corporation,  a  Massachusetts  corporation,  
and  its successors  and assigns.

          Exchange  Act:  the  Securities  Exchange  Act  of  1934,  as amended.

          Holder:     from  time to time, the holder of this Warrant and, unless
otherwise  provided  or  indicated  herein,  the holder of the Warrant Stock (or
other  securities  issuable  upon  exercise  of  this  Warrant).

     Holders:  from  time  to  time,  the  holders  of  the Warrants and, unless
otherwise  provided  or  indicated  herein,  the holders of the shares of Common
Stock  issuable upon exercise of the Warrants (or other securities issuable upon
exercise  of  the  Warrants).

     Person:     any  individual,  corporation,  partnership,  joint  venture,
association,  joint-stock  company,  trust,  unincorporated  organization  or
government  or  any  agency  or  political  subdivision  thereof.

     Prospectus:  the  prospectus  included  in  any  Registration Statement, as
amended  or  supplemented by any prospectus supplement with respect to the terms
of  the  offering  of  any  of  the  Registrable  Common  Stock  covered by such
Registration  Statement  and  by  all  other  amendments  and supplements to the
prospectus, including post-effective amendments and all material incorporated by
reference  in  such  prospectus.

Purchase  Price:  the  meaning  set  forth  in  the  preamble  to  this Warrant.
----------------

     Registrable Common Stock: all shares of Common Stock issuable upon exercise
of  the Warrants; provided that particular shares of Common Stock shall cease to
be  Registrable Common Stock when (i) a registration statement covering the sale
of  such  shares shall have been declared effective under the Securities Act and
such  shares  shall  have  been disposed of in accordance with such registration
statement; (ii) such shares have been distributed to the public pursuant to Rule
144  (or  any successor provision) under the Securities Act or (iii) such shares
shall  have  otherwise  been  transferred and new shares not subject to transfer
restrictions  under  the  Securities  Act and not bearing any legend restricting
further  transfer  shall  have  been  delivered  by  the  Company,  and no other
applicable  and legally binding restriction on transfer shall exist.  As used in
Section 5, the number of shares of "Registrable Common Stock deemed outstanding"
on  a  particular  date shall be equal to the sum of (1) the number of shares of
Registrable  Common Stock issuable upon exercise of Warrants outstanding on such
date,  plus (ii) the number of shares of Registrable Common Stock outstanding on
such  date.

     Registration  Rights:  the  rights of Holders set forth in Section 5 of the
Warrants  to  have  shares  of  Registrable  Common  Stock  registered under the
Securities  Act  for  sale  under one or more effective Registration Statements.

     Registration  Statement:  any  registration  statement filed by the Company
under  the  Securities  Act  that  covers  any  of the Registrable Common Stock,
including  the  Prospectus,  any amendments and supplements to such Registration
Statement,  including  post-effective  amendments,  and  all  exhibits  and  all
material  incorporated  by  reference  in  such  registration  statement.

SEC:  the  Securities  and  Exchange  Commission.
----
Securities  Act:  the  Securities  Act  of  1933,  as  amended.

Termination  Date:  December  31,  2002.
------------------
          Warrant  Stock: the meaning set forth in the preamble to this Warrant.
          ---------------
Warrants:     the  meaning  set  forth  in  the  preamble  to  this  Warrant.
---------

2.     EXERCISE.
       --------

          2.1  Exercise  of  Warrant.  Subject  to  the terms and conditions set
forth  herein,  this Warrant  shall  be  exercisable  on or prior to the 
Termination Date as follows:

          (a)  this  Warrant shall be exercisable for the total number of shares
of  Common  Stock purchasable  pursuant  to  this  Warrant  at any time or from 
time to time on or after  the  date  hereof;

          (b) this Warrant shall be exercisable in full until December 31, 2002.

2.2     Method  of  Exercise;  Payment  of  Purchase  Price.

     (a)     In  order  to exercise this Warrant, the Holder must surrender this
Warrant to the Company, with the exercise subscription form attached hereto duly
executed  by  such  Holder  or by such Holder's duly authorized attorney, at the
principal  office  of  the  Company  (or  at  such other office or agency as the
Company  may  designate),  together  with  any  required  payment in full of the
Purchase  Price then in effect for the portion of Warrant Stock as to which this
Warrant is submitted for exercise.  Except as provided in Section 2.3 below, any
such  payment of the Purchase Price shall be in cash or by certified or official
bank  check  payable  to  the  order  of  the  Company.

     (b)     Each exercise of this Warrant shall be deemed to have been effected
immediately  prior  to  the  close  of business on the day on which this Warrant
shall  have  been surrendered to the Company as provided in subsection (a) above
and  the  purchase  price  paid as provided herein.  At such time, the Person or
Persons  in  whose  name  or  names  any certificates for Warrant Stock shall be
issuable  upon such exercise as provided in subsection (c) below shall be deemed
to  become  the  Holder or Holders of record of the Warrant Stock represented by
such  certificate.

     (c)     As  soon  as practicable after the exercise of this warrant in full
or  in  part,  and  in  any  event within ten (10) business days thereafter, the
Company at its expense will cause to be issued in the name of, and delivered to,
the  Holder,  or  as  such Holder (upon payment by such Holder of any applicable
transfer  taxes)  may  direct:

     (i)     a  certificate  or  certificates  for the number of whole shares of
Warrant Stock to which such Holder is entitled upon such exercise, together with
an  amount  in cash in lieu of any fraction of a share of Warrant Stock to which
such  Holder  is  entitled  as  provided  in  Section  3,  and

     (ii)     in  the  event  such  exercise  is  in part only, a new Warrant or
Warrants  (dated the date hereof) of like tenor, calling in the aggregate on the
face  or  faces thereof for the number of shares of Warrant Stock equal (without
giving  effect to any adjustment therein and rounded if necessary to the nearest
whole  number  of shares) to the number of such shares called for on the face of
this  Warrant  minus the number of such shares purchased by the Holder upon such
exercise  as  provided  in  subsection  (a)  above.

2.3     Payment  by  Surrender  of  Warrants.

          (a)     Notwithstanding  the payment provisions of Section 2.2, all or
part  of payment due upon exercise of any portion of this Warrant may be made by
the  surrender  and  the  Warrant  for the full number of shares of Common Stock
which the holder of the Warrant i purchase hereunder, less that number of shares
of  Common Stock having a fair market value ( below) equal to the Exercise Price
of  the  shares of Common Stock being purchased.  As used in this Warrant, "fair
market  value"  shall  mean  (i)  if  the  Common  Stock is traded on a national
securities  exchange,  the  average  last  sale  price  reported  for the twenty
preceding  trading days by the consolidated transaction reporting system, or, if
the  price  IS  not  so  reported,  the average last sale price on the principal
exchange for the twenty preceding trading days, or, if no such price is reported
by  such system or by such exchange, the average of the mean of the reported bid
and  asked  prices  for  each  of  the twenty preceding trading days; or (ii) if
traded  on the over-the-counter market, the average last sale price reported for
the  twenty  preceding  trading  days  by  the  system  for  last-sale reporting
maintained by the National Association of Securities Dealers Automated Quotation
("NASDAQ")  for  last  sale  reporting for securities designated National Market
Security  or if such last price is not otherwise so reported, the average of the
mean  of  the  bid  and  asked  prices reported for each of the twenty preceding
trading  days by NASDAQ, or, if not otherwise quoted, the average of the mean of
the  bid  and  asked  prices provided the twenty preceding days by the principal
market  maker.  Notice  of  exercise  of the Warrant and payment of the Exercise
Price  as aforesaid shall be made in the office of the Company, or at such other
address  as the Company may designate by notice in writing to the holder hereof,
and  the  holder  of  this Warrant shall be entitled to receive a certificate or
certificates  for  the  shares  of  Common  Stock  so  purchased.

          2.4     Compliance  with  the  Securities  Act.

     (a)     This Warrant may be not exercised, and this Warrant or any share of
Registrable  Common  Stock may not be sold, transferred or otherwise disposed of
(any  such  sale, transfer or other disposition, a "sale"), except in compliance
with  this  Section  2.4.

     (b)     A  Holder  may  exercise  this  Warrant  if  it  is  an "accredited
investor", as defined in Regulation D under the Securities Act, and a Holder may
sell  this Warrant or shares of Registrable Common Stock to a transferee that is
an  "accredited  investor";  provided  that:

     (i)     such  Holder  or transferee, as the case may be, establishes to the
reasonable  satisfaction of the Company that it is an "accredited investor"; and

(ii)     such  Holder  or transferee represents that it is acquiring the Warrant
Stock  (in  the
case  of  an exercise) or this Warrant or shares of Registrable Common Stock (in
the  case  of  a  sale)  for  its  own account and that it is not acquiring such
Warrant  Stock or this Warrant or shares of Registrable Common Stock with a view
to,  or  for  offer or sale in connection with, any distribution thereof (within
the  meaning of the Securities Act) that would be in violation of the securities
laws  of  the  United States or any state thereof, but subject, nevertheless, to
the  disposition  of  its  property  being  at all times within its control; and
(iii)     such Holder or transferee agrees to be bound by the provisions of this
Section 2.4  with  respect  to  any  exercise  of this Warrant and any sale of
This Warrant  or  shares  of Registrable  Common  Stock.

     (c)     In  the  event of a proposed exercise or sale that does not qualify
under Section 2.4(b), a Holder may exercise this warrant or sell this warrant or
shares  of  Registrable  Common  Stock  only  if:

     (i)     such Holder gives written notice to the Company of its intention to
exercise  or  effect  such  sale, which notice (A) shall describe the manner and
circumstances  of  the  proposed  transaction  in  reasonable  detail, (B) shall
contain an undertaking by the Holder to furnish such other information as may be
required  to enable counsel for the Company to render the opinion referred to in
Section  2.4(c)(ii)  and  (C) shall designate the counsel for such Holder, which
counsel  shall  be reasonably satisfactory to the Company; and     (ii)     both
counsel  for the Holder and counsel for the Company shall render opinions to the
effect  that such proposed exercise or sale may be effected without registration
under  the  Securities  Act  or  under  applicable  blue  sky  laws.

     The  Company  will cause its counsel to render its opinion promptly and, if
the  Company's  counsel is unable to deliver such an opinion, the Company shall,
as  promptly  as  practicable,  so  notify  the  Holder,  specifying the reasons
therefor.

          (d)     The  provisions  of  Section  2.4(a)  shall  not  apply  to:

     (i)     any  exercise  of  this  warrant  in  connection with a sale of the
Registrable  Common  Stock  in  a  transaction  that  is  registered  under  the
Securities  Act  pursuant  to  this  Warrant;  or

     (ii)     any  sale of this Warrant or shares of Registrable Common Stock in
a  transaction
     that  is  registered  under  the  Securities  Act pursuant to this Warrant.

3.     FRACTIONAL  INTEREST.

     The  Company  shall  not  be  required to issue fractional shares of Common
Stock  on  the
exercise  of Warrants.  If more than one Warrant shall be presented for exercise
in full at the same time by the same Holder, the number of full shares of Common
Stock  which  shall  be issuable upon such exercise thereof shall be computed on
the  basis  of  the  aggregate  number  of  shares of Common Stock acquirable on
exercise  of  the  Warrants  so presented.  If any fraction of a share of Common
Stock  would,  except  for  the  provisions of this Section 3 be issuable on the
exercise of any Warrant (or specified portion thereof), the Company shall pay an
amount  in  cash  calculated by it to be equal to the then fair market value per
share  of Common Stock multiplied by such fraction computed to the nearest whole
cent.

4.     ADJUSTMENTS.
       -----------

     4.1     Stock  Dividends;  Stock  Splits;  Reverse  Stock  Splits;
Reclassifications.  In  case  the  Company  shall (i) pay a dividend or make any
other  distribution  with  respect  to its Common Stock in shares of its capital
stock,  (ii)  subdivide  its  outstanding  Common  Stock,  (iii)  combine  its
outstanding  Common  Stock  into  a  smaller number of shares, or (iv) issue any
shares of its capital stock in a reclassification of the Common Stock (including
any  such  reclassification  in connection with a merger, consolidation or other
business  combination  in  which the Company is the continuing corporation), the
number  of  shares  of  Warrant  Stock  issuable  upon  exercise of this Warrant
immediately  prior  to  the record date for such dividend or distribution or the
effective  date of such subdivision or combination shall be adjusted so that the
Holder  of  this  Warrant  shall  thereafter be entitled to receive the kind and
number  of  shares of Warrant Stock or other securities of the Company that such
Holder  would have owned or have been entitled to receive after the happening of
any  of  the events described above, had this Warrant been exercised immediately
prior  to  the  happening of such event or any record date with respect thereto.
An  adjustment  made  pursuant  to  this  Section  4.1  shall  become  effective
immediately  after  the  effective  date of such event retroactive to the record
date,  if  any,  for such event.  Whenever the number of shares of Warrant Stock
purchasable  upon  the  exercise of this Warrant is adjusted as provided in this
Section  4.  1,  the Purchase Price for each share of Warrant Stock payable upon
exercise of this warrant shall be adjusted (calculated to the nearest $.0001) so
that  it  shall  equal  the  price determined by multiplying such Purchase Price
immediately prior to such adjustment by a fraction, the numerator of which shall
be  the  number of shares issuable upon the exercise of this Warrant immediately
prior  to  such  adjustment, and the denominator of which shall be the number of
shares  so  issuable  immediately  thereafter.



4.2     Mergers,  Etc.

(a)     In case at any time or from time to time, the Company shall (a) effect a
reorganization,  (b)  consolidate  with  or  merge into any other person, or (c)
transfer  all  or  substantially  all  of  its properties or assets to any other
person  under  any  plan  or  arrangement  contemplating  the dissolution of the
Company,  then, in each case the Holder on the exercise hereof at any time after
the  consummation  of  such  reorganization,  consolidation  or  merger  or  the
effective  date  of such dissolution, as the case may be, shall receive, in lieu
of the Common Stock issuable on such exercise prior to such consummation or such
effective  date, the stock and other securities and property (including cash) to
which  such  Holder  would  have  been  entitled  upon  such  consummation or in
connection  with  such  dissolution,  as  the case may be, if such Holder had so
exercised  this  Warrant,  immediately  prior  thereto,  all  subject to further
adjustment  thereafter  as  provided  herein.

     (b)     In  the  event  of  any  dissolution  of  the Company following the
transfer  of  all or substantially all of its properties or assets, the Company,
prior to such dissolution, shall at its expense deliver or cause to be delivered
the  stock  and other securities and property (including cash, where applicable)
receivable  by  the  Holders  after the effective date of such dissolution to an
"eligible  institution,"  as  trustee  for  the  Holder  or  Holders.

     (c)     upon any reorganization, consolidation, merger or transfer (and any
dissolution  following  any  transfer)  referred  to  in  this Section 4.2, this
Warrant  shall  continue  in full force and effect and the terms hereof shall be
applicable  to  the shares of stock and other securities and property receivable
on  the  exercise of this Warrant after the consummation of such reorganization,
consolidation  or merger or the effective date of dissolution following any such
transfer,  as  the case may be, and shall be binding upon the issuer of any such
stock  or  other  securities,  including,  in the case of any such transfer, the
person  acquiring  all  or  substantially all of the properties or assets of the
Company,  whether  or  not such person shall have expressly assumed the terms of
this  Warrant.

4.3     Issuance  of  Common  Stock  at  Lower  Values.

     (a)     In case the Company shall, in a transaction in which Section 4.1 is
inapplicable, issue or sell shares of Common Stock, or rights, options, warrants
or  convertible or exchangeable securities containing the right to subscribe for
or  purchase  shares  of  Common  Stock,  at  a  price per share of Common Stock
(determined  in  the  case  of  such rights, options, warrants or convertible or
exchangeable  securities,  by  dividing  (A)  the total amount receivable by the
Company  in  consideration  of  the  issuance  and sale of such rights, options,
warrants  or  convertible  or  exchangeable  securities,  plus  the  total
consideration,  if  any,  payable  to  the  Company upon exercise, conversion or
exchange  thereof,  by (B) the total number of shares of Common Stock covered by
such  rights,  options, warrants or convertible or exchangeable securities) that
is  lower  than the Purchase Price then in effect immediately prior to such sale
or  issuance,  then  the Purchase Price shall thereafter be lowered to an amount
equal  to  such lower purchase price, effectively immediately upon such issue or
sale.  Such  adjustment  shall  be  made  successively whenever any such sale or
issuance  is  made.

     (b)     In  case the Company shall issue and sell shares of Common Stock or
rights,  options,  warrants or convertible or exchangeable securities containing
the  right  to  subscribe  for  or  purchase  shares  of  Common  Stock  for  a
consideration  consisting,  in  whole or in part, of property other than cash or
its  equivalent,  then  in determining the "price per share of Common Stock" and
the "consideration" receivable by or payable to the Company for purposes of this
Section  4.3,  the  Board  of  Directors of the Company shall determine, in good
faith,  the  fair  value  of such property.  In case the Company shall issue and
sell  rights,  options,  warrants  or  convertible  or  exchangeable  securities
containing  the  right  to  subscribe  for  or  purchase shares of Common Stock,
together  with  one  or  more  other securities as part of a unit at a price per
unit,  then  in  determining  the  "price  per  share  of  Common Stock" and the
"consideration"  receivable  by  or  payable to the Company for purposes of this
Section  4.3,  the  Board  of  Directors of the Company shall determine, in good
faith,  the  fair  value  of  the  rights,  options,  warrants or convertible or
exchangeable  securities  then  being  sold  as  part  of  such  unit.

     (c)     The  provisions of this Section 4.3 shall not apply to the issuance
of  any shares of Common Stock pursuant to employee stock options outstanding on
the date hereof or to shares issued pursuant to an employee stock option plan or
similar  plan  providing  for  options  or  other similar rights to purchase (or
issuances  pursuant  to  incentive bonus plans) covering in the aggregate not in
excess  of  an
additional  10.0% of the fully-diluted shares of Common Stock outstanding on the
date  hereof.

     4.4     Distributions  of  Debt, Assets, Subscription Rights or Convertible
Securities.  In  case  the  Company  shall fix a record date for the making of a
distribution  to  all  holders  of  shares  of  its Common Stock of evidences of
indebtedness  of  the  Company, assets (other than cash dividends payable out of
earnings  and  profits  arising  after the date hereof) or securities (excluding
those  referred  to in Sections 4.1 and 4.3 (any such evidences of indebtedness,
assets or securities, the "assets or securities"), then in each case the Holder,
upon  the  exercise of this Warrant, shall be entitled to receive in addition to
the  shares  of Warrant Stock, (i) the assets or securities to which such Holder
would  have  been  entitled  as  a  holder  of  Common  Stock if such Holder had
exercised  this  Warrant  immediately  prior  to  the  record  date  for  such
distribution  and (ii) any income earned on the assets or securities distributed
from  the  distribution  date to the date of exercise or repurchase, as the case
may  be.  At  the  time  of  any such distribution, the Company shall either (A)
deposit the assets or securities payable to Holders pursuant hereto in trust for
the Holder with an "eligible institution" with instructions as to the investment
of  such  property and any proceeds therefrom so as to protect the value of such
property for the Holder or (B) distribute to the Holder the assets or securities
to  which  such  Holder  would  be  entitled  upon  exercise, and, upon any such
distribution  pursuant  to  this  clause (B), the provisions of this Section 4.4
shall no longer apply to such event.  Such election shall be made by the Company
giving  written  notice  thereof to the Holder.  For purposes of this Section 4,
the  term  "eligible  institution"  shall mean a corporation organized and doing
business under the laws of the United States of America or of any state thereof,
authorized under such laws to exercise corporate trust powers, having a combined
capital  and  surplus  of  at  least  $25,000,000, and subject to supervision or
examination  by  Federal  or  state  authority.

     4.5     Notice  of  Adjustment.  Whenever  the  number of shares of Warrant
Stock or other securities or property issuable upon the exercise of this Warrant
or  the  Purchase  Price  is  adjusted,  as  herein  provided, the Company shall
promptly mail by first class mail, postage prepaid, to the Holder notice of such
adjustment  or adjustments, together with a certificate of a firm of independent
public  accountants of recognized standing selected by the Board of Directors of
the Company (who may be the regular accountants employed by the Company) setting
forth  (i) the number of shares of Warrant Stock or other securities or property
issuable  upon  the  exercise  of this Warrant and the Purchase Price after such
adjustment,  (ii)  a  brief statement of the facts requiring such adjustment and
(iii)  the  computation  by  which  such  adjustment  was  made.

5.     REGISTRATION  RIGHTS  AND  PROCEDURES.
       -------------------------------------

     5.1     Registration. (a) At any time and from time to time, the Holders of
at  least
40,000 shares (as adjusted for changes in Common Stock after the date hereof) of
the  Registrable  Common  Stock  then deemed outstanding shall have the right to
request  in  writing  that  the  Company  effect a registration of such Holders'
Registrable  Common  Stock  pursuant to the provisions of this Section 5.1 (each
such  request,  a  "Registration  Demand").  Further, if a from time to time the
Company  proposes  to  file  a Registration Statement with the SEC respecting an
offering, whether primary or secondary, of any equity securities of the Company,
the  holders  of at least ten percent (10%) of the Registrable Common stock then
deemed  outstanding  shall  have  the right to make a Registration Demand.  Each
Registration  Demand  shall  specify the number of Registrable Common Stock that
each  such  Holder  proposes  to  sell  in  the  offering.  Notwithstanding  the
foregoing,  the Holders shall not in the aggregate have the right to require the
Company to file a total of more than five Registration Statements, nor more than
one  Registration  Statement on Form S-1 or more than one Registration Statement
on  Form  S-2.
(b)     Upon  receipt  of  a Registration Demand, the Company shall give written
notice
thereof  to all the other Holders of Warrants or Registrable Common Stock within
10  days  of  the  date  of such Registration Demand.  Each of the other Holders
shall  have  the  right,  within  20  days after the delivery of such notice, to
request  that  the Company include all or a portion of such Holder's Registrable
Common  Stock  in  such  Registration  Statement,

     (c)     As promptly as practicable and in no event later than 45 days after
the  Company receives a Registration Demand, the Company shall file with the SEC
a  Registration  Statement,  on any form that shall be available and appropriate
for  the  sale  of  the Registrable Common Stock in accordance with the intended
method  of  distribution thereof, provided that the Company shall have the right
to  delay  the  filing  of the Registration Statement for a reasonable period of
time  up  to  an additional 45 days in the event the filing of such Registration
Statement  prior  to  such  time  would  have  a  material adverse affect on the
Company,  as determined by the Company and reasonably agreed to by a majority of
the  Holders.  The  Company  shall include in such Registration Statement all of
the  Registrable  Common Stock of such requesting Holders that such Holders have
requested  to  be  included  therein  pursuant  to  Sections  5.1(a) and 5.1(b);
provided  that, if the requested registration involves an underwritten offering,
       -
the  Registrable Common Stock to be registered may be reduced by the underwriter
for  the  public  offering  or  the underwriter managing the public offering (in
either  case, the "managing underwriter") if the managing underwriter delivers a
notice  (a  "Cutback  Notice")  pursuant  to  Section  5.1(g)  or  5.1(h).
             ---------------
(d)     The  Company  shall  use  its reasonable best efforts to cause each such
Registration  Statement  to  be declared effective and to keep such Registration
Statement  continuously  effective  and  usable  for  resale of such Registrable
Common Stock from the date on which the SEC declares such Registration Statement
effective  until  the  distribution  of the securities registered thereunder has
been  completed  provided, however, that with respect to Registration Statements
on  Form  S-1  or  S-2,  the  Company  shall  not  be  required  to maintain the
effectiveness of such Registration Statements for a period in excess of 90 days.

     (e)     The Holders of a majority of the shares of Registrable Common Stock
to  be  included in any registration requested pursuant to a Registration Demand
shall  determine  the  method  of  distribution  of  such  shares.

          (f)     If  a  Registration  Demand involves an underwritten offering,
the  Holders  of  a
majority  of  the  shares  of  Registrable  Common  Stock to be included in such
underwritten  offering  shall
have  the  right  to  select the managing underwriter for such offering with the
consent  of  the  Company
which  shall  not  be  unreasonably  withheld  or  delayed.

     (g)     If the proposed offering only includes shares of Registrable Common
Stock  to  be  offered  for  the  account  of  requesting  Holders pursuant to a
Registration  Demand,  the provisions of this Section 5.1(g) shall be applicable
if  the  managing  underwriter  delivers  a  Cutback Notice stating that, in its
opinion,  the number of shares of Registrable Common Stock that the Holders have
requested  to  be  sold  exceeds  the  maximum number of shares specified by the
managing  underwriter  in  such  Cutback  Notice that may be distributed without
adversely  affecting the price, timing or distribution of the Registrable Common
Stock  being  distributed.  If  the  managing  underwriter delivers such Cutback
Notice, the number of shares of Registrable Common Stock entitled to be included
in  such  Registration  Statement shall be allocated among requesting Holders in
proportion  to  the respective number of shares of Registrable Common Stock that
each  Holder  owns  or  has  the  right  to  acquire.

          (h)     In  the  event  that  the proposed offering is an underwritten
offering  and  includes  shares of Common Stock to be offered for the account of
selling stockholders, whether or not such selling stockholders have the right to
include shares in such offering (the "Other Demand Shares"), or securities to be
offered  for  the  account  of  the  Company  (the "Company Demand Shares"), the
provisions  of  this  Section  5.1(h)  shall  be  applicable  if  the  managing
underwriter  delivers  a  Cutback  Notice  stating  that,  in  its  opinion, the
aggregate  number  of  shares of Registrable Common Stock, plus the Other Demand
Shares  and  the  Company Demand Shares proposed to be sold therein, exceeds the
maximum  number  of  shares  (the  "Includible  Demand Shares") specified by the
managing  underwriter  in  such  Cutback  Notice that may be distributed without
adversely  affecting the price, timing or distribution of the Common Stock being
distributed.  If  the  managing  underwriter  delivers  such Cutback Notice, the
requesting  Holders  shall  first be entitled to include in such offering all of
the  Registrable  Common  Stock  such requesting Holders desire to sell therein,
allocated  among  the requesting Holders in proportion to the respective numbers
of  shares of Registrable Common Stock that each Holder owns or has the right to
acquire,  and the Company and the selling stockholders shall then be entitled to
participate  in such offering in the proportions that they shall have agreed to,
provided, however, that if such Registration Statement was initially being filed
--------
by  the  Company  and  the  Holders have elected to include their shares in such
Registration  Statement,  the  number  of shares to be included therein shall be
allocated  among  the requesting Holders in proportion to the respective numbers
of Registerable Shares that each Holder owns or has the right to acquire and the
number of shares which the Company intended to include therein, provided further
that  in  no  event  shall  the  Holders  in  the  aggregate  be prohibited from
registering  less  than  one  quarter  of  the  shares  to  be  included in such
Registration  Statement.
     (i)     The  underwriting  agreement  relating  to  any Registration Demand
shall  provide
that  each requesting Holder shall have the right to sell either its Warrants or
its  Registrable  Common  Stock  to  the  underwriters.
          (j)     No Registration Demand may be made until the expiration of six
(6)  monthsfollowing  the  completion  of  the  distribution  of  the securities
registered  under  any  Registration Statementthat has been filed and has become
effective  pursuant  to  a  prior  Registration  Demand.

     (k)     The Company shall not be obligated to file a Registration Statement
relating  to any Registration Demand unless the requests by the Holders for such
registration  cover an aggregate of ten percent (10%) or more of the Registrable
Common  Stock  then  deemed  outstanding.


     5.2.     Underwriters'  Green Shoe Option.  If any registration pursuant to
this  Section  5  involves an underwritten offering and the managing underwriter
requests  that  the  participants  in  such  offering  grant the underwriters an
overallotment  or "green shoe" option for the purpose of covering overallotments
that  may  be  made by the underwriters in connection with such offering, then a
portion  of  the  shares proposed to be sold by each Holder, which portion shall
not  exceed  the  maximum  amount  then  permitted  by the rules of the National
Association of Securities Dealers, Inc. (currently 15%) and shall IN no event be
greater  than  the portion of the shares proposed to be sold by other sellers in
the  offering  that  is  applied  to  the  same  purpose, may, to the extent not
included  in  the  firm  commitment  underwriting,  be  made  subject  to  such
overallotment  option,  unless  otherwise  agreed  in the underwriting agreement
relating  thereto.

     5.3.     Holder  Withdrawal  Rights.  The  Company  shall  withdraw  from
registration  any  Registrable  Common  Stock  on  request  of  a Holder, at the
Company's  expense.  The  Company  shall  not  be  obligated  to  maintain  the
effectiveness  of  any  Registration  Statement  if,  after  any  withdrawal  of
Registrable Common Stock by a Holder, the number of shares of Registrable Common
Stock  remaining subject to such Registration Statement is less than ten percent
(10%) of the Registrable Common Stock deemed outstanding, unless (i) the Company
is  also  registering  securities  on  such  Registration  Statement for its own
account  or (ii) if such Registration Statement relates to securities other than
for  the  account  of  the  Company,  the  Company  shall  be  reimbursed by the
non-withdrawing  selling  Holders  for  their pro rata share of all the expenses
thereafter  incurred  for maintaining the registration of the Registrable Common
Stock  remaining  subject  to  such  registration.

6.     REGISTRATION  PROCEDURES.
       ------------------------

          6.1.     Covenants  of  the  Company  Applicable  to  All Registration
Statements.  This  Section  6.1  applies to all Registration Statements filed by
the Company and referred to in Section 5. 1. The securities covered by each such
Registration  Statement  are  referred  to  as  the  "Registered Securities"Each
underwriter,  agent,  selling  broker,  dealer  manager  or  similar  securities
industry professional participating in any offering of the Registered Securities
is  referred to as an "underwriter or agent" and any agreement entered into with
an underwriter or agent is referred to as an "underwriting or agency agreement".
In  connection  with  each  such  registration,  the Company covenants with each
Holder  participating  in  such  offering  (each,  a  "selling holder") and each
underwriter  or  agent  participating  therein  as  follows:
          (a)     The  Company  will notify the selling holders and the managing
underwriter  or  agent, immediately, and confirm the notice in writing, (i) when
the  Registration Statement, or any post-effective amendment to the Registration
Statement,  shall  have become effective, or any supplement to the Prospectus or
any  amended  Prospectus  shall  have  been  filed,  (ii)  of the receipt of any
comments from the SEC, (iii) of any request by the SEC to amend the Registration
Statement  or  amend or supplement the Prospectus or for additional information,
(iv)  of  the issuance by the SEC of any stop order suspending the effectiveness
of  the  Registration Statement or of any order preventing or suspending the use
of  any preliminary prospectus, or of the suspension of the qualification of the
Registered  Securities  for  offering  or  sale  in  any jurisdiction, or of the
institution  or  threatening of any proceedings for any of such purposes, (v) if
at  any time when a prospectus is required by the Securities Act to be delivered
in  connection  with  sales of the Registered Securities the representations and
warranties  of  the Company contemplated by Section 6. 1 0) cease to be true and
correct  and  (vi) of the existence of any fact that results in the Registration
Statement.  the  Prospectus  or  any  document  incorporated  therein  by
referencecontaining  an untrue statement of material fact or omitting to state a
material  fact  required  to be statedtherein or necessary to make any statement
therein  not  misleading.

     (b)     The  Company  will  use  every  reasonable  effort  to  prevent the
issuance  of  any  stop  order  suspending the effectiveness of the Registration
Statement  or  of  any order preventing or suspending the use of any preliminary
prospectus  and,  if  any such order is issued, to obtain the lifting thereof at
the  earliest  possible  moment.

(c)         The  Company  will not at any time file or make any amendment to the
Registration  Statement,  or  any  amendment  of or supplement to the Prospectus
(including  amendments  of  the  documents  incorporated  by  reference into the
Prospectus),  of  which the selling holders or the managing underwriter or agent
shall  not  have  previously  been advised and furnished a copy, or to which the
selling  holders,  the  managing underwriter or agent or counsel for the selling
holders  or  counsel  for  the  underwriters  or agents shall reasonably object.

     (d)     The Company will furnish to each selling holder and to the managing
underwriter  or agent, without charge, as many signed copies of the Registration
Statement  (as  originally  filed)  and of all amendments thereto, whether filed
before  or  after  the  Registration  Statement becomes effective, copies of all
exhibits  and  documents  filed  therewith,  including documents incorporated by
reference  into  the  Prospectus,  and  signed  copies  of  all  consents  and
certificates  of  experts, as such selling holder or the managing underwriter or
agent  may reasonably request, and will furnish to the managing underwriter, for
each  other underwriter participating in an underwritten offering, one conformed
copy  of  the  Registration  Statement as originally filed and of each amendment
thereto  (including  documents incorporated by reference into the Prospectus but
without  exhibits).

     (e)     The  Company  will  deliver  to  each  selling  holder  and  each
underwriter  or  agent  participating  in such offering, without charge, as many
copies of each preliminary prospectus as such selling holder or such underwriter
or  agent  may reasonably request, and the Company hereby consents to the use of
such  copies  for  purposes  permitted  by the Securities Act.  The Company will
deliver  to  each  selling holder and each underwriter or agent participating in
such  offering,  without  charge,  from  time to time during the period when the
Prospectus  is required to be delivered under the Securities Act, such number of
copies  of the Prospectus (as supplemented or amended) as such selling holder or
such  underwriter  or  agent  may  reasonably  request.

     (f)     The  Company  will  comply  to  the  best  of  its ability with the
Securities  Act  and  the  rules  and regulations of the SEC thereunder, and the
Exchange Act and the rules and regulations of the SEC thereunder so as to permit
the  completion  of  the distribution of the Registered Securities in accordance
with  the  intended  method  or  methods  of  distribution  contemplated  in the
Prospectus.  If  at any time when a prospectus is required by the Securities Act
to  be delivered in connection with sales of the Registered Securities any event
shall  occur  or  condition  exist  as a result of which it is necessary, in the
opinion  of  counsel  for  the  selling holders, counsel for the underwriters or
agents  or counsel for the Company, to amend the Registration Statement or amend
or  supplement  the  Prospectus in order that the Prospectus will not include an
untrue  statement  of a material fact or omit to state a material fact necessary
in  order  to  make  the  statements  therein not misleading in the light of the
circumstances  existing  at  the  time  it is delivered to a purchaser, or if it
shall  be  necessary, in the opinion of any of such counsel, at any such time to
amend  the Registration Statement or amend or supplement the Prospectus in order
to  comply  with  the  requirements  of  the  Securities  Act  or  the rules and
regulations  of  the  SEC thereunder, the Company will promptly prepare and file
with  the  SEC,  subject  to  Section  6.  1  (c),  such  amendment  or
supplement  as  may be necessary to correct such untrue statement or omission or
to  make  the  Registration
Statement  or  the  Prospectus  comply  with  such  requirements.

     (g)     The  Company  will  use  its  best efforts, in cooperation with the
selling  holders  or  the underwriters or agents, as the case may be, to qualify
the  Registered Securities for offering and sale under the applicable securities
laws  of  such  states  and  other  jurisdictions  as the selling holders or the
managing underwriter or agents, as the case may be, may designate; provided that
the  Company  shall  not  be obligated to file any general consent to service of
process  or  to qualify as a foreign corporation or as a dealer in securities in
any  jurisdiction  in  which  it  is  not  so  qualified or to subject itself to
taxation  in  respect  of  doing business in any jurisdiction in which it is not
otherwise  so subject.  The Company will file such statements and reports as may
be  required by the laws of each jurisdiction in which the Registered Securities
have  been  qualified  as  above  provided.

     (h)     The  Company will use its best efforts to effect the listing of the
Registered  Securities  covered  by  a Registration Statement on each securities
exchange  on  which  similar securities issued by the Company are then listed if
requested by the holders of at least a majority of the Registered Securities, or
if  requested  by  the  managing  underwriter.

     (i)     If  any  of  the  Registered  Securities  are  debt securities, the
Company  will  use  its  best  efforts to cause such Registered Securities to be
rated with Moody's Investors Services, Inc. and Standard & Poor's Corporation or
other  appropriate rating agencies, if so requested by the holders of at least a
majority  of  such  Registered  Securities,  or  if  requested  by  the managing
underwriter.

     (i)     The  Company  shall  make  such  reasonable  representations  and
warranties  to  the  selling  holders and the underwriters or agents, if any, in
form,  substance and scope as are customarily made by issuers to underwriters in
primary  underwritten  public  offerings.

     (k)     On  the effective day of the Registration Statement or, in the case
of  an  underwritten  offering,  on  the  date  of  delivery  of  the Registered
Securities sold pursuant thereto, the Company shall cause to be delivered to the
selling  holders and the underwriters or agents, if any, opinions of counsel for
the  Company,  which counsel, and opinions (in form, scope and substance), shall
be  reasonably  satisfactory  to counsel for the underwriters or agents, if any,
and counsel for the selling holders, covering the matters customarily covered in
opinions  given  to  underwriters  in  primary  underwritten  public  offerings,

     (1)     Immediately  prior  to  the  effectiveness  of  the  Registration
Statement  or,  in the case of an underwritten offering, at the time of delivery
of  any  Registered Securities sold pursuant thereto, the Company shall cause to
be  delivered  to  the  selling  holders and the underwriters or agents, if any,
letters  from  the  Company's  independent  public accountants stating that such
accountants  are  independent  public  accountants  with  respect to the Company
within  the meaning of the Securities Act and the applicable published rules and
regulations  of the SEC thereunder, and otherwise in customary form and covering
such  financial  and accounting matters as are customarily covered by letters of
the  independent  public  accountants  delivered  in  connection  with  primary
underwritten  public  offerings.

          (m)     If  the  managing  underwriter  or  agent  so  requests,  the
underwriting  or  agency agreement shall set forth in full the provisions hereof
relating  to  covenants,  registration  expenses,  lock-up  agreements,
indemnification  and  contribution contained in Sections 6.1, 6.2, 6.3, 6.4, 6.5
and  6.9,  with  such  changes  therein  as  may  be  agreed  to by the managing
underwriter  or  agent,  the  Company  and  a  majority  of the selling holders.

(n)     The  Company  shall  deliver  such  documents and certificates as may be
reasonably  requested  by  any  selling holder or the underwriters or agents, if
any,  to  evidence  compliance
with  Section  6.1(j)  and  with  any  customary  conditions  contained  in  the
underwriting  or  agency  agreement,  if  any.
     (o)     The  Company  will make available for inspection by representatives
of  the  selling
holders  and  the  underwriters or agents participating in such offering and any
attorney  or  accountant  retained  by  such  selling holders or underwriters or
agents,  all  financial  and  other  records,  pertinent corporate documents and
properties  of  the  Company,  and  cause  the Company's officers, directors and
employees  to  supply  all  information  reasonably  requested  by  any  such
representative,  underwriter or agent, attorney or accountant in connection with
the  preparation  of  the  Registration  Statement;  provided that  any  
records, information  or  documents  that  are  designated  by  the Company 
in writing as confidential shall be kept confidential by each such person unless
such records, information  or  documents  become part of the public domain 
through no fault of such  person or unless disclosure thereof is required by 
court or administrative order.

     (p)     The  Company  will make generally available to its security holders
as soon as practicable, but not later than 45 days after the close of the period
covered  thereby  (or  90  days  if  such  period is a fiscal year), an earnings
statement  of  the  Company  (in  form complying with the provisions of Rule 158
under the rules and regulations of the SEC under the Securities Act), covering a
period  of  12  months  beginning  after  the effective date of the Registration
Statement  but not later than the first day of the Company's fiscal quarter next
following  such  effective  date.

     (q)     The  Company will enter into such customary agreements, including a
customary  underwriting  or agency agreement with the underwriters or agents, if
any, and take all such other actions in connection with the offering in order to
expedite  or  facilitate  the  disposition  of  the  Registered  Securities.

          6.2     Covenants  of  the  Selling  Holders.  (a) Each selling holder
shall  use its best efforts to furnish to the Company such information regarding
the  distribution  of such Registered Securities as the Company may from time to
time  reasonably  request  in  writing.
     (b)     Each  selling  holder  agrees that, upon receipt of any notice from
the  Company  of  the  happening  of  any event of the kind described in Section
6.1(a)(vi),  such  selling  holder will forthwith discontinue the disposition of
its  Registered  Securities  pursuant  to  the Registration Statement until such
selling  holder's  receipt of the copies of a supplemented or amended Prospectus
contemplated  by  Section  6.  1  (f),  or until it is advised in writing by the
Company  that  the  use of such Prospectus may be resumed.  If the Company shall
give  any  such notice, the Company shall extend the period of time during which
the  Company is required to keep the Registration Statement effective and usable
by  the number of days during the period from the date of receipt of such notice
to  the  date  when each selling holder of Registered Securities covered by such
Registration  Statement  either receives the copies of a supplemented or amended
Prospectus  contemplated  by  Section  6. 1 (f) or is advised in writing Company
that  the  use  of  such  Prospectus  may  be  resumed.

6.3.     Registration Expenses.  (a) The Company will pay and bear all costs and
expenses,  including  but not limited to legal, consulting, accounting, printing
and  other  expenses,
incident to the performance of its obligations under this Agreement with respect
to  each  registration  pursuant  to  Section  5.1  other  than  underwriter's
commissions  or discounts (except that if the Company is required by the Holders
to file a Registration Statement on Form S-1 or S-2 on behalf of the Holders and
Form  S-3  could  have been used for such registration but the Holders refuse to
permit  the  Company  to  do  so,  such  expenses shall be borne one-half by the
Company  and  one-half  by  the  Holders  in proportion to the shares registered
therein),  including:          (i)     the  preparation,  printing and filing of
the  Registration  Statement  (including
financial  statements  and  exhibits),  as  originally filed and as amended, any
preliminary  prospectuses  and  the Prospectus and any amendments or supplements
thereto, and the cost of furnishing copies thereof to the selling holders or the
underwriters  or  agents,  as  the  case  may  be;     (ii)     the preparation,
printing  and distribution of any underwriting or agency agreement, certificates
representing  the Registered Securities, any Blue Sky Survey and other documents
relating  to  the  performance  of and compliance with this Agreement;     (iii)
the  fees  and  disbursements  of  the Company's counsel and accountants and the
reasonable fees and disbursements of one counsel retained by the selling holders
pursuant  to  Section  6.3(b);

          (iv)     the  fees  and  disbursements  of  the underwriters or agents
customarily paid by issuers or sellers of securities and the reasonable fees and
expenses  of  any  special  experts retained in connection with the Registration
Statement,  but  excluding  underwriting  discounts and commissions and transfer
taxes,  if  any;

          (v)     the  qualification  of  the  Registered Securities Stock under
applicable  securities laws in accordance with Section 6.1(g) and any filing for
review  of  the  offering  with  the National Association of Securities Dealers,
Inc.,  including  filing  fees  and  fees  and  disbursements of counsel for the
selling  holders  and  the  underwriters  or  agents,  as  the  case  may be, in
connection  therewith,  in connection with any Blue Sky Survey and in connection
with  any  reserve  share  program;

          (vi)     all  fees  and  expenses  incurred  in  connection  with  the
listing,  if  any,  of  any  of
     the  Registered  Securities  on any securities exchange pursuant to Section
6.1(h);  and

          (vii)     the fees charged by any rating agency in connection with the
rating,  if  any,  of
the  Registered Securities pursuant to Section 6.1(i).     (b)     In connection
with  the  filing  of  each  Registration  Statement,  the  Company  will
reimburse  the  selling holders for the reasonable fees and disbursements of one
firm  of  legal  counsel,  which  shall  be  chosen by the holders of at least a
majority  of  the  Registered  Securities  to  be  included  in  such  offering.

     (c)     Each  selling  holder  will  pay  and  bear  all costs and expenses
incident  to  the  delivery  of  the  Registered  Securities  to  be sold by it,
including  any  stock  transfer  taxes  payable upon the sale of such Registered
Securities  to  the  purchaser  thereof  and  any  underwriting  discounts  or
commissions  payable  to  underwriters  or  agents  in  connection  therewith.

          6.4.     Indemnification.  (a)  In  connection  with each registration
pursuant to this Warrant, the Company agrees to indemnify and hold harmless each
selling  holder,  each  underwriter or agent participating in such offering, and
each  person, if any, who controls any selling holder or any such underwriter or
agent  within  the  meaning  of  Section  15  of  the Securities Act as follows:

          (i)     against any and all loss, liability, claim, damage and expense
whatsoever,  as  incurred,  arising out of an untrue statement or alleged untrue
statement  of  a  material  fact contained in the Registration Statement (or any
amendment  thereto), or the omission or alleged omission therefrom of a material
fact  required  to be stated therein or necessary to make the statements therein
not misleading or arising out of an untrue statement of a material fact included
in  any preliminary prospectus or the Prospectus (or any amendment or supplement
thereto)  or  the  omission  or  alleged  omission  therefrom of a material fact
necessary  in  order  to  make  the  statements  therein,  in  the  light of the
circumstances  under  which  they  were  made,  not  misleading;

     (ii)     against  any  and  all  loss, liability, claim, damage and expense
whatsoever,  as  incurred,  to  the  extent  of  the  aggregate  amount  paid in
settlement of any litigation, or investigation or proceeding by any governmental
agency  or  body, commenced or threatened, or of any claim whatsoever based upon
any  such  untrue statement or omission, or any such alleged untrue statement or
omission,  if  such  settlement  is  effected  with  the  written consent of the
Company;  and

     (iii)     against  any  and  all expense whatsoever, as incurred (including
fees  and  disbursements  of  counsel  chosen  by the selling holders and by the
underwriters  or  agents)  reasonably  incurred  in  investigating, preparing or
defending  against  any  litigation,  or  investigation  or  proceeding  by  any
governmental  agency  or  body, commenced or threatened, or any claim whatsoever
based  upon  any  such  untrue statement or omission, or any such alleged untrue
statement  or  omission,  to  the extent that any such expense is not paid under
subsection  (i)  or  (ii)  above;
provided  that  this  indemnity  does  not  apply to any loss, liability, claim,
damage  or  expense to the extent arising out of an untrue statement or omission
or  alleged untrue statement or omission made in reliance upon and in conformity
with  written  information furnished to the Company by any selling holder or any
underwriter  or  agent  expressly  for use in the Registration Statement (or any
amendment  thereto)  or  any  preliminary  prospectus  or the Prospectus (or any
amendment  or  supplement  thereto).

     (b)     Each selling holder agrees severally, and not jointly, to indemnify
and  hold harmless the Company, its directors, each of its officers who signed a
Registration Statement, each underwriter or agent participating in such offering
and  the  other  selling  holders,  and  each  person,  if any, who controls the
Company,  any  such underwriter or agent and any other selling holder within the
meaning  of  Section  15  of  the  Securities  Act,  against  any  and all loss,
liability,  claim,  damage  and  expense described in the indemnity contained in
Section  6.4(a),  as  incurred,  but  only  with respect to untrue statements or
omissions,  or  alleged untrue statements or omissions, made in the Registration
Statement  (or  any  amendment  thereto),  or  any preliminary prospectus or the
Prospectus  (or  any  amendment  or  supplement thereto) in reliance upon and in
conformity  with  written  information  furnished to the Company by such selling
holder  expressly  for  use  in  the  Registration  Statement  (or any amendment
thereto),  or  any preliminary prospectus or the Prospectus (or any amendment or
supplement  thereto).

(c)     The  obligations  of the Company under Section 6.4(a) and of the selling
holders
under  Section  6.4(b) to indemnify any underwriter or agent who participates in
an offering (or any person, if any, controlling such underwriter or agent within
the  meaning  of Section 15 of the Securities Act) shall be conditioned upon the
underwriting  or  agency  agreement with such underwriter or agent containing an
agreement  by  such  underwriter  or  agent  to  indemnify and hold harmless the
Company,  its  directors,  each  of  its  officers  who  signed  a  Registration
Statement,  and  each  selling holder, and each person, if any, who controls the
Company  or  any  such  selling  holder  within the meaning of Section 15 of the
Securities  Act,  against any and all loss, liability, claim, damage and expense
described  in  the  indemnity contained in Section 6.5(a), as incurred, but only
with  respect to untrue statements or omissions, or alleged untrue statements or
omissions, made in the Registration Statement (or any amendment thereto), or any
preliminary  prospectus  or  the  Prospectus  (or  any  amendment  or supplement
thereto)  in  reliance upon and in conformity with written information furnished
to  the  Company  by  such  underwriter  or  agent  expressly  for  use  in  the
Registration Statement (or any amendment thereto), or any preliminary prospectus
or  the  Prospectus  (or  any  amendment  or  supplement  thereto).
(d)     Each  indemnified  party  shall  give prompt notice to each indemnifying
party  of
any  action  commenced  against  it  in respect of which indemnity may be sought
hereunder,  but  failure to so notify an indemnifying party shall not relieve it
from any liability which it may have otherwise than on account of this indemnity
agreement.  An  indemnifying  party  may  participate  at its own expense in the
defense  of such action.  In no event shall the indemnifying party or parties be
liable  for  the fees and expenses of more than one counsel for the Company, its
officers,  directors and controlling persons as a group, for the selling holders
and their controlling persons as a group, and for the underwriters or agents and
their  controlling  persons  as  a  group,  in connection with any one action or
separate  but similar or related actions in the same jurisdiction arising out of
the  same  general  allegations  or  circumstances.

     6.5.     Contribution.  (a)  In  order  to  provide  for just and equitable
contribution  in  circumstances  under  which the indemnity provided for in this
Section  6 is for any reason held to be unenforceable by the indemnified parties
although  applicable  in  accordance  with  its  terms, the Company, the selling
holders and the underwriters or agents shall contribute to the aggregate losses,
liabilities,  claims,  damages  and  expenses of the nature contemplated by such
indemnity  incurred  by  the Company, the selling holders and one or more of the
underwriters  or  agents,  as incurred, in proportion to their relative fault in
the  matter,  but in no event, whether pursuant to this Section 6.5, under other
provisions  of  this  Section  6  or  otherwise  shall  any  selling  holder  be
responsible for an amount in excess of the net proceeds realized by such selling
holder  from  the  sale  of  its  Registrable  Securities  in  such transaction.

     (b)     No  person  guilty  of  fraudulent  misrepresentation  (within  the
meaning  of  Section  11(f)  of  the  Securities  Act)  shall  be  entitled  to
contribution  from  any  person  who  was  not  guilty  of  such  fraudulent
misrepresentation.  For  purposes  of this Section 6.5, each person, if any, who
controls  an  underwriter  or  agent  within  the  meaning  of Section 15 of the
Securities Act shall have the same rights to contribution as such underwriter or
agent,  and each director of the Company, each officer of the Company who signed
a Registration Statement, and each person, if any, who controls the Company or a
selling holder within the meaning of Section 15 of the Securities Act shall have
the  same  rights  to contribution as the Company or such selling holder, as the
case  may  be.

     6.6     Representations,  Warranties  and  Indemnities  to  Survive.  The
indemnity  and
contribution  agreements contained in this Section 6 and the representations and
warranties  of the Company referred to in Section 6. 1 0) shall remain operative
and  in  full  force  and  effect  regardless  of  (i)  any  termination  of any
underwriting or agency agreement, (ii) any investigation made by or on behalf of
the  selling  holders,  the  Company  or any underwriter or agent or controlling
person  or  (iii)  theconsummation  of  the  sale  or  successive resales of the
Registered  Securities.

6.7.     Rule 144. From and after the date hereof, the Company covenants that it
will  file
the  reports  required  to be filed by it under the Securities Act and the rules
and  regulations  of  the  SEC thereunder and the Exchange Act and the rules and
regulations  of  the  SEC thereunder and it will take such further action as any
Holder  of  Registrable  Common  Stock may reasonably request, all to the extent
required  from  time  to  time  to enable such Holder to sell Registrable Common
Stock without registration under the Securities Act within the limitation of the
exemptions  provided  by  Rule 144 under the Securities Act, as such Rule may be
amended from time to time.  Upon the request of any Holder of Registrable Common
Stock, the Company will deliver to such Holder a written statement as to whether
it  has  complied  with  such  information  and  requirements.

          6.8.    Participation  in  Underwritten  Offerings.  No  Holder  may
participate  in  any
underwritten  offering  hereunder  unless:

(a)     Such  Holder  executes  a  power  of  attorney  appointing  one  or more
attorneys
designated  by the selling holders proposing to sell a majority of the shares of
Registrable  Common Stock proposed to be sold by all selling holders.  Each such
attorney  shall  be  authorized, on customary terms, to execute the underwriting
agreement  on behalf of each selling holder and to otherwise act for the selling
holders  in  connection  with  the  offering.
(b)     Such  Holder,  through  one  of  its  powers of attorney, enters into an
underwriting
agreement  with the Company, the other selling holders, any selling stockholders
and  the  underwriters,  which  underwriting  agreement  shall  comply  with the
provisions  of  this  Section  6.     (c)     Such  Holder  executes  all
questionnaires  and  other  documents  required  by  such
     power  of  attorney  or  the  underwriting agreement to be executed by such
Holder.

6.9.     Lock-Up  Agreements.  (a)  The  Company agrees that for a period of 150
days
from the effective date of any Registration Statement for an underwritten public
offering  pursuant  to  Section 5.1., it will not, directly or indirectly, sell,
offer  to  sell,  grant any option for the sale of, or otherwise dispose of, any
Common  Stock  or securities convertible into or exchangeable or exercisable for
Common  Stock, other than any such sale or distribution of Common Stock (i) upon
exercise  of  the  Company's outstanding Warrants or (ii) in connection with the
exercise  of  options  granted  to  employees in the ordinary course of business
prior  to  the  date  of  the  Registration  Statement.
(b)     Each  Holder  of Registrable Common Stock agrees that except pursuant to
the
Registration Statement it will not, directly or indirectly, sell, offer to sell,
grant  any option for the sale of, or otherwise dispose of, any shares of Common
Stock  or  any  Warrants or other securities convertible into or exchangeable or
exercisable for Common Stock, for a period of 90 days from the effective date of
the  Registration  Statement  pertaining  thereto.

     (c)     The  lock-up  agreements  set  forth  in Sections 6.9(a) and 6.9(b)
shall  be  subject  to  customary  exceptions  that  may  be  contained  in  an
underwriting  agreement  if  any  such  registration  involves  an  underwritten
offering.

7.     COVENANTS-OF  THE  COMPANY.

     7.1.     Reservation  of Common Stock for Issuance on Exercise of Warrants.
              -----------------------------------------------------------------
The Company covenants that it will at all times reserve and keep available, free
from pre-emptive rights, out of its authorized but unissued Common Stock, solely
for  the purpose of issue upon exercise of this Warrant as herein provided, such
number  of  shares  of  Warrant  Stock,  and  such  other  stock,-securities and
property,  as  shall  then  be  issuable upon the exercise of this Warrant.  The
Company  covenants  that  all shares of Warrant Stock which shall be so issuable
shall,  upon  such  issue,  be  duly  and  validly  issued  and  fully  paid and
nonassessable.

     7.2.     Certain Agreements Respecting Registration Rights. (a) Without the
consent  of the Holders of two thirds of the Registrable Shares the Company will
not  while  any  Registrable  Shares remain outstanding permit or enter into any
agreement  permitting any person or entity other than the Holders to include any
securities  of  the  Company in any registration statement filed by the Company,
other  than the exercise of options and the resale of Common Stock acquired upon
such exercise pursuant to one or more Registration Statements on Form S-8 or its
successor.

     (b)     The  Company agrees that it will not grant to any Holder any rights
to  register Warrants, or the related Warrant Stock, that are not granted to all
Holders  of  the  then  outstanding  Warrants.

          7.3.     Notices  of  Record  Date,  etc.  In  the  event  of:

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

(b)     any  capital  reorganization  of  the  Company,  any reclassification or
recapitalization  of  the capital stock of the Company or any transfer of all or
substantially all the assets of the Company to or consolidation or merger of the
Company  with  or  into  any  other  person,  or

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



7.4.     Exchange  of  Warrants.  On  surrender  for  exchange  of  any Warrant,
properly
endorsed,  to  the Company, the Company at its expense will issue and deliver to
or  on  the order of the Holder thereof a new Warrant or Warrants of like tenor,
in the name of such Holder or as such Holder (upon payment by such Holder of any
applicable  transfer  taxes) may direct, calling in the aggregate on the face or
faces  thereof  for the number of shares of Warrant Stock called for on the face
or  faces  of  the  Warrant  or  Warrants  so  surrendered.

7.5.     Replacement  of  Warrants.  On  receipt  of  evidence  reasonably
satisfactory  to  the
Company of the loss, theft, destruction or mutilation of any Warrant and, in the
case  of  any  such loss, theft or destruction of any Warrant, on delivery of an
indemnity  agreement  reasonably  satisfactory in form and amount to the Company
or,  in  the  case of any such mutilation, on surrender and cancellation of such
Warrant, the Company at its expense will execute and deliver, in lieu thereof, a
new  Warrant  of  like  tenor.

     7.6.     Payment  of  Taxes.  The  Company  shall  pay  all taxes and other
governmental charges that may be imposed on the Company or on the Warrants or on
any  securities deliverable upon exercise of Warrants with respect thereto.  The
Company  shall  not be required, however, to pay any tax or other charge imposed
in  connection  with  any  transfer involved in the issue of any certificate for
shares  of  Warrant Stock or other securities underlying the Warrants or payment
of  cash  to  any  Person  other than the Holder of the Warrant surrendered upon
exercise,  and  in  case  of  such transfer or payment, the Company shall not be
required to issue any stock certificate or pay any cash until such tax or charge
has  been  paid or it has been established to the Company's satisfaction that no
such  tax  or  other  charge  is  due.

     7.7     No  Impairment.  The  Company will not, by amendment of its charter
or through reorganization, consolidation, merger, dissolution, sale of assets or
any other voluntary action, avoid or seek to avoid the observance or performance
of  any of the terms of this warrant, but will at all times in good faith assist
in  the  carrying  out of all such terms and in the taking of all such action as
may  be necessary or appropriate in order to protect the rights of the Holder of
this  Warrant  against  impairment.

     7.8     Warrant  Register.  The Company will maintain a register containing
the  names  and addresses of the Holders of the Warrants.  Any Holder may change
its  address  as  shown on the warrant register by written notice to the Company
requesting  such  change.

8.     RIGHT  OF  FIRST  REFUSAL.

          8.01.   Voluntary  Transfers  of  Warrant Stock.  If at any time after
exercise  of  the  Warrant and prior to December 31, 2002, the Holder intends to
sell,  assign,  transfer or otherwise voluntary dispose in a single or series of
related  transactions of all or part of the Warrant Stock, the Holder shall give
written  notice  of  such  intention  to the Company, which notice shall include
either  (a) the name of the proposed transferee, the proposed aggregate purchase
price for the Warrant Stock, the terms of payment of such purchase price and all
other  matters  relating  to such sale and shall be accompanied by a copy of the
binding  written  agreement  of  the proposed transferee to purchase the Warrant
Stock  or  (b) a statement that such shares will be sold by the Holder in market
transactions  or otherwise.  Such notice shall constitute a binding offer by the
Holder  to  sell  to the Company such number of shares of the Warrant Stock then
held  by  the  Holder as are proposed to be sold in the notice at either (i) the
aggregate  purchase  price designated in a notice pursuant to clause (a) or (ii)
with  respect  to Warrant Stock to be sold other than pursuant to clause (a) the
Fair  Market  Value, in either case, payable as provided in Section 8.02 hereof.
Within  three  (3)  business  days  after receipt of written notice, the Company
shall  give  written  notice  to  the  Holder  as to whether such offer has been
accepted  by  the  Company.  The Company may only accept such offer in whole and
may  not  accept  such  offer in part.  Such acceptance notice shall fix a time,
location  and date for the closing of such purchase which shall not be less than
one  (1) nor more than five (5) business days after the giving of the acceptance
notice.  The  place  for  such  closing  shall be at the principal office of the
Company  or  such other location agreed to by the parties.  At such closing, the
Holder  shall  accept  payment as set forth in Section 8.02 and shall deliver to
the  Company  in  exchange therefor certificates for the Warrant Stock stated in
the  notice  accompanied by duly executed instruments of transfer.If the Company
shall  fail  to accept any such offer, then the Holder shall be free to sell the
Warrant  Stock  set  forth in its notice to the designated transferee at a price
and  on  terms  no  less  favorable to the Holder than described in the Holder's
notice  or in market transactions, provided that such sale is consummated within
ninety  (90)  days  after  the  giving of notice by the Holder to the Company as
aforesaid.  After  the  expiration  of such ninety-day period, the provisions of
this  Article  8  shall again apply with respect to any proposed transfer of the
Holder's  Warrant  Stock.

     The  purchase  price  of  any Warrant Stock to be acquired pursuant to this
Article  8  shall  be payable on the terms offered to the Holder by the proposed
transferee, if any (provided, however, that the Company shall not be required to
meet  any  non-monetary  terms  of  the  proposed  transfer,  including, without
limitation,  delivery  of  other  securities  in  exchange for the Warrant Stock
proposed to be sold) or by payment in full in immediately available funds at the
time  of  delivery  of  the  Warrant  Stock.

          8.02.     Tenders.  In  the  event of the purchase pursuant to Section
8.01, the Holder shall tender the Warrant Stock being purchased hereunder to the
Company, or to an assignee designated by the Company, at the principal office of
the  Company  at a reasonable date and time specified by it (in any event within
five  (5)  business days of the Company's election), by delivery of certificates
representing  such  shares  endorsed  in  blank  and in proper form for transfer
against  payment  of  the  purchase  price.

8.03.     Waiver.  From  time to time the Company may waive its rights hereunder
either
generally  or with respect to one or more specified transfers.  All action to be
taken  by  the Company hereunder shall be taken by vote     of a majority of its
Directors  then  in  office.

8.04.     Legends.  The Company will cause all certificates or other instruments
representing  the Warrant Stock to be endorsed conspicuously on the face thereof
with  the  following  legend:
     "The  shares  represented  by  this certificate are subject to a Warrant to
Purchase  Common  Stock  dated  April  1, 1998, a copy of which is available for
inspection  at the offices of the Corporation or may be available upon request."

9.     RIGHTS  OF  MATCHING.

          Pursuant  to this Section 9, the Holder of this Warrant shall have the
right  to  match  any  and  all  investments  by  any  Person  into the Company,
including,  but  not  limited  to, investments through the exercise of warrants,
options,  rights  or  such other negotiated transaction (the "Investment").  For
the  purposes  of this right of matching each Investment (i.e., warrant, option,
common stock, preferred stock, debt with equity features, warrants or conversion
rights)  shall be treated as separate and distinct Investments into the Company.
The  Holder  shall  have  the right to match said Investment under the following
terms:

          9.01.     Up  to  a total of six (6) months after the original date of
issuance of this Warrant, but no later than twelve (12) months after the date of
Investment,  the  Holder  may  exercise  their rights under this Section 9.01 to
match  the  Investment.  If  the  Holder elects to exercise this right, then the
Holder  must  match  the  Investment  by  a  total of one hundred and ten (110%)
percent  of  the principal amount of the Investment (e.g., $1.00 invested equals
$1.10  required  investment  under the rights pursuant to Section 9.01) with all
other  terms  and  conditions  of  the  Investment  to  remain  constant.

          9.02.     Up  to  a  total  of eighteen (18) months after the original
date of issuance of this Warrant, but no later than twelve (12) months after the
date of Investment, the Holder may exercise their rights under this Section 9.02
to  match the Investment.  If the Holder elects to exercise this right, then the
Holder  must  match  the Investment by a total of one hundred and fifteen (115%)
percent  of  the principal amount of the Investment (e.g., $1.00 invested equals
$1.15  required  investment  under the rights pursuant to Section 9.01) with all
other  terms  and  conditions  of  the  Investment  to  remain  constant.

          9.03.     Up  to a total of thirty (30) months after the original date
of issuance of this Warrant, but no later than twelve (12) months after the date
of  Investment,  the Holder may exercise their rights under this Section 9.03 to
match  the  Investment.  If  the  Holder elects to exercise this right, then the
Holder  must  match  the  Investment by a total of one hundred and twenty (120%)
percent  of  the principal amount of the Investment (e.g., $1.00 invested equals
$1.20  required  investment  under the rights pursuant to Section 9.01) with all
other  terms  and  conditions  of  the  Investment  to  remain  constant.

          9.04.     The  Holder's  right to match any Investment shall terminate
coincident  with  the  Termination  Date  as described in the above Section 2(b)
hereto.

          9.05.     For the purposes of the right of matching, this Warrant need
not be exercised pursuant to Section 2 for the Holder to be able to exercise its
rights  under  this  Section 9 or for the right of matching as described in this
Section  9  to  be  enforceable.

10.     WARRANT  AGENT.

     The  Company may, by written notice to each Holder of a Warrant, appoint an
agent  having  an  office  in  Boston,  Massachusetts for the purpose of issuing
Warrant  Stock  (or  such  other  securities  at  the  time deliverable upon the
exercise  of  Warrants)  on  the exercise of the Warrants pursuant to Section 1,
exchanging  Warrants  pursuant  to  Section  7.4, replacing Warrants pursuant to
Section 7.5, maintaining the warrant register pursuant to Section 7.8, 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.

11.     REMEDIES.

     The  Company  stipulates  that  the  remedies  at law of the Holder of this
Warrant  in the event of any default or threatened default by the Company in the
performance  of  or compliance with any of the terms of this Warrant are not and
will  not  be  adequate,  and  that 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.

12.     NEGOTIABILITY,  ETC.

          This  Warrant  is issued upon the following terms, to all of which the
Holder  hereof  by  the
taking  hereof  consents  and  agrees:

     (a)     title  to  this  warrant  may  be transferred by endorsement by the
Holder  hereof executing an assignment and delivery in the same manner as in the
case  of  a  negotiable  instrument  transferable  by  endorsement and delivery;

     (b)     any  person  in  possession  of  this  Warrant properly endorsed is
authorized  to  represent  himself  as absolute owner hereof and is empowered to
transfer  above  title  hereto by endorsement and delivery hereof to a bona fide
purchaser  hereof  for value; each prior taker or owner waives and renounces all
of  his  equities  or  rights  in  this  Warrant in favor of each such bona fide
purchaser,  and each such bona fide purchaser, and each such bona fide purchaser
shall  acquire  absolute  title hereto and to all rights represented hereby; and
(c)     until  this  Warrant  is  transferred  on  the books of the Company, the
Company  may
     treat  the  registered  holder  hereof as the absolute owner hereof for all
purposes,     notwithstanding  any  notice  to  the  contrary.

13.     NO  RIGHTS  AS STOCKHOLDER.          Until the exercise of this Warrant,
the  Holder  of  this  Warrant  shall  not have or exercise any rights by virtue
hereof as a stockholder of the Company.

14.     NOTICES.          All notices and
other  communications  from  the  Company to the Holder of this Warrant shall be
mailed  by  first  class  registered or certified mail, postage prepaid, at such
address  as may have been furnished to the Company in writing by such Holder or,
until  any  such Holder furnishes to the Company an address, then to, and at the
address  of,  the last Holder of this Warrant who has so furnished an address to
the  Company.  All  notices  and  other  communications  from the Holder of this
Warrant  or in connection herewith to the Company shall be mailed by first class
registered  or  certified mail, postage prepaid, to the Company at its principal
office  set  forth below.  If the Company should at any time change the location
of  its principal office to a place other than as set forth below, it shall give
prompt  written  notice  to  the Holders and, thereafter, all references in this
Warrant  to the location of its principal office at the particular time shall be
as  so  specified  in  such  notice.

15.     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 or by the
affirmative  vote  of the holders of 67% of the Warrants outstanding on the date
when  such  amendment  is  agreed  to  by  such  Holders.  This Warrant shall be
construed  and  enforced  in  accordance  with  and  governed by the laws of the
Commonwealth of Massachusetts.  The headings in this Warrant are for purposes of
reference only, and shall not limit or otherwise affect any of the terms hereof.
This  Warrant  is being executed as an instrument under seal.  The invalidity or
unenforceability  of any provision hereof shall in no way affect the validity or
enforceability  of  any  other  provision.

<PAGE>

     IN  WITNESS  WHEREOF,  the  Company  has  caused  this  warrant  to be duly
executed,  as
of  the  day  and  year  first  above  written.Dated:  April  1,  1998

CHANCELLOR  CORPORATION

By: /s/ Rudolph Peselman
Title: Director

(Corporate  Seal)

Attest:By:  /s/  Peter  J.Mullen
Title: Clerk