Exhibit 10.9

NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK  ISSUABLE  UPON ITS EXERCISE
HAVE  BEEN  REGISTERED  UNDER  THE  SECURITIES  ACT OF  1933,  AS  AMENDED  (THE
"SECURITIES  ACT"),  OR ANY  APPLICABLE  STATE  SECURITIES  LAWS, AND MAY NOT BE
OFFERED,  SOLD OR  OTHERWISE  TRANSFERRED,  PLEDGED OR  HYPOTHECATED  UNLESS (I)
PURSUANT TO REGISTRATION  UNDER THE SECURITIES ACT OR (II) IN COMPLIANCE WITH AN
EXEMPTION  THEREFROM  AND  ACCOMPANIED  BY  AN  OPINION  OF  COUNSEL  REASONABLY
SATISFACTORY  TO THE  COMPANY  THAT  SUCH  TRANSFER  IS IN  COMPLIANCE  WITH  AN
EXEMPTION  THEREFROM  (UNLESS SUCH TRANSFER IS TO AN AFFILIATE OF THE REGISTERED
HOLDER).

           THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUED UPON ITS
                   EXERCISE ARE SUBJECT TO THE RESTRICTIONS ON
                 TRANSFER SET FORTH IN SECTION 3 OF THIS WARRANT
--------------------------------------------------------------------------------

Warrant No. ____                          Date of Issuance:  _________ ___, 200_

             Number of Shares: ____________ (subject to adjustment)

                           NORTHGATE INNOVATIONS, INC.

                          COMMON STOCK PURCHASE WARRANT

THIS CERTIFIES that J & M Interests, LLC (the "Holder"), is entitled, subject to
the terms and subject to the conditions  hereinafter  set forth,  on or prior to
the close of  business  on  December  9, 2008 (the  "Termination  Date") but not
thereafter,  to subscribe for and purchase from Northgate  Innovations,  Inc., a
Delaware corporation (the "Company"),  in whole or in part, up to ______________
shares (subject to adjustment) (the "Warrant  Shares") of Common Stock, $.03 par
value per share, of the Company (the "Common Stock").  The purchase price of one
share of Common Stock (the  "Exercise  Price")  under this  warrant  ("Warrant")
shall be $.50, as provided for in that certain Consulting  Agreement dated as of
December 9, 2003 between the Company and the Holder (the "Consulting Agreement")
pursuant to which this Warrant has been issued to the Holder. The Exercise Price
and the number of shares for which this Warrant is exercisable  shall be subject
to adjustment as provided herein. In the event of any conflict between the terms
of this Warrant and the Consulting  Agreement,  the Consulting  Agreement  shall
control.  Capitalized terms used and not otherwise defined herein shall have the
meanings set forth for such terms in the Consulting Agreement.

<PAGE>

1. Exercise of Warrant.

         (a) This  Warrant  may be  exercised  by the  Holder  for not less than
50,000  shares  at a time (as such  number is  adjusted  pursuant  to  Section 7
hereof) by  surrendering  this  Warrant,  along with the purchase  form appended
hereto as Exhibit A duly executed and completed by the Holder or by the Holder's
duly authorized  attorney,  at the principal  office of the Company,  or at such
other office or agency as the Company may  designate by notice in writing to the
Holder,  accompanied by either (i)(a) cash or certified  cashier's check payable
to the Company (or wire  transfer of  immediately  available  funds),  in lawful
money of the United  States,  of the  Exercise  Price  payable in respect of the
number of Warrant Shares purchased upon such exercise;  or (ii) a written notice
to the  Company  that the Holder is  exercising  this  Warrant  on a  "cashless"
exercise basis whereby the Holder shall be entitled to receive a certificate for
the number of shares equal to the quotient  obtained by dividing  [(A-B) (X)] by
(A), where:

                  (A) = the  closing  sales  price  per  share of the  Company's
         Common Stock on the principal national  securities exchange on which it
         is listed (or if not so listed,  another  equivalent  means  reasonably
         determined  by the Company) on the business day  immediately  preceding
         the date of such election;

                  (B) = the Exercise Price of the Warrant; and

                  (X) = the number of shares with respect to which the Holder is
         exercising this Warrant in accordance with the terms of this Warrant.

         (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 1(a) above
(the  "Exercise  Date").  At such  time,  the person or persons in whose name or
names any  certificates  for Warrant Shares shall be issuable upon such exercise
as provided in  subsection  1(c) below shall be deemed to have become the holder
or holders of record of the Warrant Shares represented by such certificates.

         (c) Within ten (10) days after the Exercise Date,  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 by  submission  of the  assignment  in the form  appended  hereto as
Exhibit B, a certificate or  certificates  for the number of full Warrant Shares
to which the Holder shall be entitled  upon such  exercise  plus, in lieu of any
fractional  share to which the Holder would  otherwise  be entitled,  cash in an
amount  determined  pursuant to Section 2 hereof;  provided,  however,  that the
Company  shall not be  required to pay any tax that may be payable in respect of
any transfer  involving the issuance and delivery of any such  certificate  upon
exercise  in a name other than that of the Holder and the  Company  shall not be
required to issue or deliver  certificates until the person or person requesting
the issuance thereof shall have paid the Company the amount of tax or shall have
established  to the  Company  that such tax has been paid.  Notwithstanding  the
foregoing,  the Holder shall be solely  responsible for any income taxes payable
and arising  from the  issuance or exercise of this  Warrant,  or any ad valorem
property or intangible tax assessed against the Holder.

                                      -2-
<PAGE>

2. No Fractional  Shares or Scrip.  No fractional  shares or scrip  representing
fractional  shares shall be issued upon the exercise of this Warrant.  As to any
fraction of a share which  Holder would  otherwise be entitled to purchase  upon
such exercise,  the Company shall pay a cash adjustment in respect of such final
fraction in an amount equal to such final  fraction  multiplied  by the Exercise
Price.

3. Transfer, Division and Combination; Register.

         (a) The Holder (and its transferees and assigns), by acceptance of this
Warrant,  covenants  and agrees  that it is  acquiring  the  Warrants  evidenced
hereby, and, upon exercise hereof, the Warrant Shares, for its own account as an
investment and not with a view to distribution thereof. Neither this Warrant nor
the Warrant Shares issuable thereunder have been registered under the Securities
Act or any state  securities laws and no transfer of this Warrant or any Warrant
Shares  shall be  permitted  unless  the  Company  has  received  notice of such
transfer,  at the address of its  principal  office set forth in the  Consulting
Agreement,  in  the  form  of the  assignment  attached  hereto  as  Exhibit  B,
accompanied by an opinion of counsel reasonably satisfactory to the Company that
an  exemption  from  registration  of such  Warrant or Warrant  Shares under the
Securities Act is available for such transfer, except that no such opinion shall
be  required  after the  registration  for resale by the  Holder of the  Warrant
Shares. Upon any exercise of the Warrants, certificates representing the Warrant
Shares shall bear a restrictive legend substantially identical to that set forth
on the face of this Warrant  certificate.  Any purported transfer of any Warrant
or Warrant Shares not in compliance with the provisions of this section shall be
null and void.

         (b) This Warrant may be divided or combined  with other  Warrants  upon
presentation  and  surrender  hereof at the  aforesaid  office  of the  Company,
together with a written notice  specifying the names and  denominations in which
new  Warrants  are to be  issued,  signed by  Holder  or its agent or  attorney.
Subject  to  compliance  with  Section  3(a),  as to any  transfer  which may be
involved in such division or combination,  the Company shall execute and deliver
a new Warrant or Warrants of like tenor in exchange  for the Warrant or Warrants
to be divided or combined in accordance with such notice.

         (c) The Company shall  maintain a register at its  principal  executive
office containing the name and address of the Holder of this Warrant. The Holder
may change such  Holder's  address as shown on the  warrant  register by written
notice to the Company requesting such change.

         (d) The Company  shall not close its books against the transfer of this
Warrant or any share of Common  Stock  issued or issuable  upon the  exercise of
this Warrant in any manner  which  interferes  with the timely  exercise of this
Warrant.  The  Company  shall  from time to time take all such  action as may be
necessary  to ensure that the par value per share of the  unissued  Common Stock
acquirable  upon  exercisable  of this  Warrant is at all times equal to or less
than the Exercise Price then in effect.

4. No Rights as Shareholder  until  Exercise.  This Warrant does not entitle the
holder  hereof to any  voting  rights or other  rights as a  shareholder  of the
Company prior to the exercise hereof. Upon the surrender of this Warrant and the
payment of the aggregate  Exercise Price,  the

                                      -3-
<PAGE>

Warrant  Shares so purchased  shall be and be deemed to be issued to such holder
as the record  owner of such  shares as of the close of business on the later of
the date of such surrender or payment.

5. Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that
upon receipt by the Company of (i) evidence reasonably satisfactory to it of the
ownership  and loss,  theft,  destruction  or  mutilation of this Warrant or any
stock  certificate  relating  to the Warrant  Shares,  and (ii) in case of loss,
theft or destruction,  of indemnity or security  reasonably  satisfactory to it,
and/or (iii) if mutilated,  upon surrender and  cancellation  of such Warrant or
stock  certificate,  the  Company  will make and  deliver a new Warrant or stock
certificate  of like  tenor and dated as of such  cancellation,  in lieu of such
Warrant or stock certificate.

6.  Saturdays,  Sundays,  Holidays,  etc. If the last or  appointed  day for the
taking of any action or the  expiration of any right  required or granted herein
shall be a Saturday, Sunday or a legal holiday, then such action may be taken or
such right may be exercised on the next succeeding day not a Saturday, Sunday or
legal holiday.

7.  Adjustments  of  Exercise  Price and Number of Warrant  Shares.  In order to
prevent  dilution  of the rights  granted  under this  Warrant  and to grant the
Holder  certain  additional  rights,  the  Exercise  Price  shall be  subject to
adjustment  from time to time as  provided  in this  Section 7 and the number of
Warrant  Shares shall be subject to adjustment  from time to time as provided in
this Section 7.

         (a) Stock Splits, Distributions, Issuances upon Reclassifications.  The
number and kind of securities  purchasable upon the exercise of this Warrant and
the  Exercise  Price shall be subject to  adjustment  from time to time upon the
happening of any of the following.  In case the Company shall (i) pay a dividend
in shares of Common  Stock or make a  distribution  in shares of Common Stock to
holders of its outstanding  Common Stock, (ii) subdivide its outstanding  shares
of Common Stock into a greater  number of shares of Common Stock,  (iii) combine
its outstanding shares of Common Stock into a smaller number of shares of Common
Stock or (iv) issue any shares of its capital stock in a reclassification of the
Common Stock,  then the number of Warrant  Shares  purchasable  upon exercise of
this Warrant  immediately  prior thereto shall be adjusted so that the holder of
this Warrant shall be entitled to receive the kind and number of Warrant  Shares
or other  securities of the Company which he would have been entitled to receive
had such Warrant been exercised in advance thereof. Upon each such adjustment of
the kind and number of Warrant  Shares or other  securities of the Company which
are  purchasable  hereunder,  the holder of this  Warrant  shall  thereafter  be
entitled to purchase the number of Warrant Shares or other securities  resulting
from such  adjustment at an Exercise  Price per Warrant Share or other  security
obtained by multiplying the Exercise Price in effect  immediately  prior to such
adjustment  by  the  number  of  Warrant  Shares  purchasable   pursuant  hereto
immediately  prior to such  adjustment  and  dividing  by the  number of Warrant
Shares or other  securities of the Company  resulting from such  adjustment.  An
adjustment  made pursuant to this paragraph shall become  effective  immediately
after the effective  date of such event  retroactive to the record date, if any,
for such event.

         (b)   Reorganization,   Reclassification,   Merger,   Consolidation  or
Disposition  of  Assets.  In case the  Company  shall  reorganize  its  capital,
reclassify  its  capital  stock,  consolidate

                                      -4-
<PAGE>

or  merge  with  or into  another  corporation  (where  the  Company  is not the
surviving corporation or where there is a change in or distribution with respect
to the Common Stock of the Company),  or sell,  transfer or otherwise dispose of
all or substantially all its property, assets or business to another corporation
and,  pursuant to the terms of such  reorganization,  reclassification,  merger,
consolidation or disposition of assets,  shares of common stock of the successor
or acquiring  corporation,  or any cash,  shares of stock or other securities or
property of any nature whatsoever  (including  warrants or other subscription or
purchase  rights) in addition to or in lieu of common stock of the  successor or
acquiring  corporation ("Other Property"),  are to be received by or distributed
to the holders of Common Stock of the Company,  then Holder shall have the right
thereafter to receive,  upon  exercise of this Warrant,  the number of shares of
common stock of the successor or acquiring  corporation or of the Company, if it
is the surviving corporation,  and Other Property receivable upon or as a result
of such reorganization,  reclassification,  merger, consolidation or disposition
of  assets by a holder of the  number of shares of Common  Stock for which  this
Warrant is  exercisable  immediately  prior to such  event.  In case of any such
reorganization,   reclassification,  merger,  consolidation  or  disposition  of
assets, the successor or acquiring corporation (if other than the Company) shall
expressly  assume the due and punctual  observance  and  performance of each and
every covenant and condition of this Warrant to be performed and observed by the
Company  and all the  obligations  and  liabilities  hereunder,  subject to such
modifications  as may be deemed  appropriate  (as  determined  in good  faith by
resolution  of the Board of  Directors  of the  Company) in order to provide for
adjustments  of shares of Common  Stock for which this  Warrant  is  exercisable
which shall be as nearly  equivalent as practicable to the adjustments  provided
for in this  Section 7. For  purposes of this  Section 7,  "common  stock of the
successor or acquiring  corporation"  shall include stock of such corporation of
any class which is not  preferred as to dividends or assets over any other class
of stock of such  corporation  and which is not subject to redemption  and shall
also include any evidences of indebtedness,  shares of stock or other securities
which  are  convertible  into  or  exchangeable  for  any  such  stock,   either
immediately  or upon the  arrival  of a  specified  date or the  happening  of a
specified  event and any warrants or other  rights to subscribe  for or purchase
any such stock. The foregoing provisions of this Section 7 shall similarly apply
to successive  reorganizations,  reclassifications,  mergers,  consolidations or
disposition of assets.

         (c) Voluntary  Adjustment  by the Company.  The Company may at any time
during the term of this Warrant,  reduce the then current  Exercise Price to any
amount and for any period of time deemed  appropriate  by the Board of Directors
of the Company.

                                      -5-
<PAGE>

8. Notice of Adjustment. Whenever the number of Warrant Shares or number or kind
of securities or other property purchasable upon the exercise of this Warrant or
the Exercise Price is adjusted,  as herein provided,  the Company shall promptly
mail by registered or certified mail, return receipt requested, to the holder of
this Warrant notice of such  adjustment or adjustments  setting forth the number
of Warrant  Shares  (and other  securities  or  property)  purchasable  upon the
exercise of this  Warrant and the  Exercise  Price of such  Warrant  Shares (and
other  securities  or property)  after such  adjustment,  setting  forth a brief
statement  of  the  facts  requiring  such  adjustment  and  setting  forth  the
computation by which such  adjustment was made.  Such notice,  in the absence of
manifest  error,  shall  be  conclusive  evidence  of the  correctness  of  such
adjustment.

9. Notice of Corporate Action. If at any time:

         (a) the Company  shall take a record of the holders of its Common Stock
for the purpose of entitling  them to receive a dividend or other  distribution,
or any right to subscribe for or purchase any evidences of its indebtedness, any
shares of stock of any class or any other securities or property,  or to receive
any other right, or

         (b) there  shall be any  capital  reorganization  of the  Company,  any
reclassification  or recapitalization of the capital stock of the Company or any
consolidation  or merger of the  Company  with,  or any sale,  transfer or other
disposition of all or substantially all the property,  assets or business of the
Company to, another corporation or,

         (c) there shall be a voluntary or involuntary dissolution,  liquidation
or winding up of the Company;

then, in any one or more of such cases,  the Company shall give to Holder (i) at
least 10 days'  prior  written  notice  of the  record  date for such  dividend,
distribution or right or for  determining  rights to vote in respect of any such
reorganization,   reclassification,   merger,  consolidation,   sale,  transfer,
disposition,  liquidation  or  winding  up,  and  (ii) in the  case of any  such
reorganization,   reclassification,   merger,  consolidation,   sale,  transfer,
disposition,  dissolution,  liquidation  or winding  up, at least 10 days' prior
written  notice of the date  when the same  shall  take  place.  Such  notice in
accordance  with the  foregoing  clause also shall specify (i) the date on which
any such record is to be taken for the purpose of such dividend, distribution or
right,  the date on which the  holders of Common  Stock shall be entitled to any
such dividend,  distribution or right, and the amount and character thereof, and
(ii) the  date on  which  any  such  reorganization,  reclassification,  merger,
consolidation, sale, transfer, disposition,  dissolution, liquidation or winding
up is to take place and the time,  if any such time is to be fixed,  as of which
the holders of Common Stock shall be entitled to exchange their shares of Common
Stock for  securities  or other  property  deliverable  upon  such  disposition,
dissolution,  liquidation  or winding  up.  Each such  written  notice  shall be
sufficiently  given if  addressed  to  Holder  at the  last  address  of  Holder
appearing on the books of the Company and delivered in  accordance  with Section
18. The  failure to mail such  notice or any  defect  therein or in the  mailing
thereof  shall not affect the validity of the  corporate  action  required to be
specified  in such  notice.  Nothing  herein  shall  prohibit  the  Holder  from
exercising this Warrant during the ten (10) day period commencing on the date of
such notice.

                                      -6-
<PAGE>

10.  Reservation  of Stock.  The  Company  covenants  that during the period the
Warrant is outstanding,  it will reserve from its authorized and unissued Common
Stock a  sufficient  number of shares to provide for the issuance of the Warrant
Shares upon the exercise of any purchase rights under this Warrant.  The Company
further  covenants  that its  issuance of this  Warrant  shall  constitute  full
authority  to its  officers  who are charged  with the duty of  executing  stock
certificates  to execute and issue the  necessary  certificates  for the Warrant
Shares upon the exercise of the purchase rights under this Warrant.  The Company
will take all such  reasonable  action as may be  necessary  to assure that such
Warrant  Shares  may be issued  as  provided  herein  without  violation  of any
applicable law or regulation,  or of any requirements of the principal  national
securities exchange upon which the Common Stock may be listed.

11. No  Impairment.  The  Company  shall not by any action,  including,  without
limitation,   amending  its   certificate  of   incorporation   or  through  any
reorganization, transfer of assets, consolidation, merger, dissolution, issue or
sale of securities  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  actions as may be necessary  or  appropriate  to protect the
rights of Holder  against  impairment.  Without  limiting the  generality of the
foregoing,  the  Company  will (a) not  increase  the par value of any shares of
Common  Stock  receivable  upon the  exercise of this  Warrant  above the amount
payable  therefor upon such exercise  immediately  prior to such increase in par
value, (b) take all such action as may be necessary or appropriate in order that
the Company may validly and legally issue fully paid and nonassessable shares of
Common Stock upon the exercise of this Warrant,  and (c) use its best efforts to
obtain  all  such  authorizations,   exemptions  or  consents  from  any  public
regulatory  body having  jurisdiction  thereof as may be necessary to enable the
Company to perform its obligations under this Warrant.

12. Registration Rights. Holder shall be entitled to the registration rights for
the Warrant Shares as set forth in that certain  Registration  Rights  Agreement
dated as of December 9, 2003 between Glenbrook Group, LLC and the Company.

13.  Information  To Be Provided by the Holders.  Each Holder whose  Registrable
Securities  are  included in any  registration  pursuant to this  Warrant  shall
furnish the Company such information  regarding such Holder and the distribution
proposed by such Holder as may be reasonably requested in writing by the Company
and  as  shall  be  required  in  connection  with  such   registration  or  the
registration  or  qualification  of such securities  under any applicable  state
securities law.

14. Miscellaneous.

         (a) Jurisdiction.  This Warrant shall be binding upon any successors or
assigns of the Company.  This Warrant shall constitute a contract under the laws
of California without regard to its conflicts of law principles or rules.

         (b)  Restrictions.  The holder  hereof  acknowledges  that the  Warrant
Shares acquired upon the exercise of this Warrant, if not registered,  will have
restrictions upon resale imposed by state and federal securities laws.

                                      -7-
<PAGE>

         (c) Nonwaiver. No course of dealing or any delay or failure to exercise
any right  hereunder  on the part of Holder  shall  operate  as a waiver of such
right  or   otherwise   prejudice   Holder's   rights,   powers   or   remedies.
Notwithstanding the foregoing, the Holder's rights to subscribe for and purchase
the  Warrant  Shares   issuable  under  this  Warrant  shall  terminate  on  the
Termination Date.

         (d)  Notices.  Any  notice,  request  or  other  document  required  or
permitted to be given or delivered to the holder  hereof by the Company shall be
delivered in accordance with the notice provisions of the Consulting Agreement.

         (e)  Limitation of Liability.  No provision  hereof,  in the absence of
affirmative  action by  Holder  to  purchase  shares  of  Common  Stock,  and no
enumeration herein of the rights or privileges of Holder hereof, shall give rise
to any  liability of Holder for the  purchase  price of any Common Stock or as a
stockholder of the Company, whether such liability is asserted by the Company or
by creditors of the Company.

         (f)  Remedies.  Holder,  in addition to being  entitled to exercise all
rights  granted by law,  including  recovery  of  damages,  will be  entitled to
specific  performance of its rights under this Warrant.  The Company agrees that
monetary  damages  would not be adequate  compensation  for any loss incurred by
reason of a breach by it of the  provisions of this Warrant and hereby agrees to
waive the defense in any action for  specific  performance  that a remedy at law
would be adequate.

         (g) Successors and Assigns. Subject to applicable securities laws, this
Warrant  and the rights and  obligations  evidenced  hereby  shall  inure to the
benefit of and be binding upon the  successors of the Company and the successors
and permitted assigns of Holder.  The provisions of this Warrant are intended to
be for the benefit of all Holders from time to time of this Warrant and shall be
enforceable by any such Holder or holder of Warrant Shares.

         (h) Indemnification.  The Company agrees to indemnify and hold harmless
Holder  from  and  against  any  liabilities,   obligations,   losses,  damages,
penalties,  actions,  judgments, suits, claims, costs, attorneys' fees, expenses
and disbursements of any kind which may be imposed upon, incurred by or asserted
against  Holder in any manner  relating  to or arising out of any failure by the
Company to perform or observe  in any  material  respect  any of its  covenants,
agreements,  undertakings  or obligations  set forth in this Warrant;  provided,
however,  that the Company  will not be liable  hereunder to the extent that any
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
claims,  costs,  attorneys' fees, expenses or disbursements are found in a final
non-appealable  judgment by a court to have resulted  from Holder's  negligence,
bad faith or willful misconduct.

         (i)  Amendment.  This  Warrant  may  be  modified  or  amended  or  the
provisions hereof waived with the written consent of the Company and the Holder.

         (j)  Severability.  Wherever  possible,  each provision of this Warrant
shall  be  interpreted  in  such  manner  as to be  effective  and  valid  under
applicable  law, but if any  provision of this Warrant shall be prohibited by or
invalid under  applicable law, such provision shall

                                      -8-
<PAGE>

be  ineffective  to the  extent  of  such  prohibition  or  invalidity,  without
invalidating  the remainder of such  provisions  or the remaining  provisions of
this Warrant.

         (k) Headings. The headings used in this Warrant are for the convenience
of  reference  only and shall  not,  for any  purpose,  be deemed a part of this
Warrant.


        [Remainder of page intentionally blank; signature page follows.]



                                      -9-
<PAGE>

                  IN WITNESS WHEREOF, the Company has caused this Warrant to be
executed by its officer thereunto duly authorized.


Dated:               , 200
        --------- ---     -
                                         NORTHGATE INNOVATIONS, INC.



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





                                      -10-
<PAGE>

                                    EXHIBIT A

                                  PURCHASE FORM




To:      Northgate Innovations, Inc.                  Dated:
                                                            --------------------


                  The  undersigned,  pursuant to the provisions set forth in the
         attached  Warrant (No.  ____),  hereby  irrevocably  elects to purchase
         ________ shares of the Common Stock covered by such Warrant.

                  The  undersigned  herewith  makes payment of the full exercise
         price for such  shares at the  price  per  share  provided  for in such
         Warrant, which is $.50 per share in lawful money of the United States.



                                         [------------------------------]




                                         -------------------------------
                                         Name:
                                         Title:





                                         Address:
                                                 -------------------------------


<PAGE>

                                    EXHIBIT B

                                 ASSIGNMENT FORM


                    (To assign the foregoing warrant, execute
                   this form and supply required information.
                 Do not use this form to exercise the warrant.)



                  FOR VALUE RECEIVED,
                                     -------------------------------------------
hereby sells,  assigns and transfers all of the rights of the undersigned  under
the attached  Warrant (No. _____) with respect to the number of shares of Common
Stock covered thereby set forth below, unto:

Name of Assignee             Address                               No. of Shares
----------------             -------                               -------------









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

                                         [                                  ]
                                          ----------------------------------


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


Signature Guaranteed:

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


The signature should be guaranteed by an eligible guarantor  institution (banks,
stockbrokers, savings and loan associations and credit unions with membership in
an approved  signature  guarantee  medallion  program)  pursuant to Rule 17Ad-15
under the Securities Exchange Act of 1934.

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                                    EXHIBIT C

                              CONSULTING AGREEMENT