Exhibit 4.5

NEITHER THE WARRANTS  REPRESENTED BY THIS WARRANT  CERTIFICATE NOR THE SHARES OF
COMMON STOCK AND WARRANTS,  OR ANY OTHER  SECURITIES,  ISSUABLE UPON EXERCISE OF
SUCH WARRANTS HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
SUCH WARRANTS HAVE BEEN ACQUIRED,  AND ANY SHARES OF COMMON STOCK, ANY WARRANTS,
OR ANY OTHER SECURITIES, ISSUABLE UPON EXERCISE OF SUCH WARRANTS ARE REQUIRED TO
BE ACQUIRED,  FOR  INVESTMENT  PURPOSES AND NOT WITH A VIEW TO  DISTRIBUTION  OR
RESALE,  AND MAY NOT BE  SOLD,  ASSIGNED,  PLEDGED,  HYPOTHECATED  OR  OTHERWISE
TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH WARRANTS AND/OR
SUCH SHARES AND WARRANTS, OR OTHER SECURITIES, UNDER THE SECURITIES ACT OF 1933,
AS  AMENDED,  AND  APPLICABLE  STATE  SECURITIES  LAWS OR AN  OPINION OF COUNSEL
SATISFACTORY  TO THE ISSUER OF SUCH  WARRANTS AND SUCH SHARES AND  WARRANTS,  OR
OTHER SECURITIES, TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT
AND SUCH STATE SECURITIES LAWS.

                    VOID AFTER 5:00 P.M. ON JANUARY 19, 2004

                                 CREST VIEW INC.
                               WARRANT CERTIFICATE

              __________ Redeemable Common Stock Purchase Warrants


                                                               Henderson, Nevada
Warrant Certificate No. OIA-____                          As of January 20, 2000

     THIS IS TO CERTIFY THAT,  for value  received,  ___________________________
("Warrantholder")  is the  registered  owner of the number of redeemable  common
stock  purchase  warrants  (each,  a  "Warrant")  of Crest View  Inc.,  a Nevada
corporation (the "Company"),  set forth above,  each Warrant entitling the owner
thereof to purchase from the Company,  at a purchase  price of $6.00 per Warrant
(the "Purchase  Price"),  at any time on or after January 20, 2000 (the "Warrant
Commencement Date") and terminating at 5:00 p.m., New York City time, on January
19, 2004 (the "Expiration Time"), (a) one duly authorized, validly issued, fully
paid and non-assessable share (each, a "Warrant Share") of the common stock, par
value $.001 per share  ("Common  Stock"),  of the Company and (b) one redeemable
common stock purchase warrant (each, an "Underlying  Warrant"),  each Underlying
Warrant  entitling its holder to purchase from the Company,  at a purchase price
of $9.00 per Warrant (the "Underlying  Warrant Exercise Price"),  at any time on
or after the Commencement Date and terminating at 5:00 p.m., New York City time,
on January 19, 2005, one share (each,  an "Underlying  Warrant Share") of Common
Stock, all subject to the terms and conditions  contained herein.  The number of
Warrants  evidenced  by this  Warrant  Certificate  (and the  number and kind of
securities which may be purchased upon exercise hereof) set forth above, and the
Purchase Price per share set forth above, are as of the date hereof. As provided
herein,  the  Purchase  Price and the  number  of  shares  of  Common  Stock and
Underlying Warrants or other


<PAGE>

securities which may be purchased upon the exercise of the Warrants evidenced by
this  Warrant  Certificate  and the  number of  shares of Common  Stock or other
securities  which may be purchased upon the exercise of the Underlying  Warrants
are,  upon  the  happening  of  certain  events,  subject  to  modification  and
adjustment.  As also provided herein, the Warrants and Underlying  Warrants are,
upon the happening of certain events, subject to redemption. The form of warrant
certificate to the Underlying  Warrants is attached as Exhibit A to this Warrant
Certificate.

     This Warrant Certificate,  together with any warrant  certificate(s) issued
in replacement or substitution hereof (as provided for herein) evidencing all or
part of the Warrants  evidenced hereby, are sometimes  collectively  referred to
herein as the "Warrant Certificates."

     The rights of the registered  holder of this Warrant  Certificate  shall be
subject to the following further terms and conditions:

1. Exercise of Warrants.

     (a) The Warrants  may be  exercised,  in whole or in part,  at any time and
from time to time,  during the period  commencing on the  Commencement  Date and
terminating at the Expiration  Time by  surrendering  this Warrant  Certificate,
with the purchase form provided for herein duly executed by the Warrantholder or
by the Warrantholder's duly authorized attorney-in-fact, at the principal office
of the Company, presently located at 1700 West Horizon Ridge Parkway, Henderson,
Nevada  89012,  or at such other  office or agency in the  United  States as the
Company  may  designate  by notice in  writing to the  Warrantholder  (in either
event,  the "Company  Offices"),  accompanied by payment in full,  either in the
form of cash,  bank cashier's  check or certified  check payable to the order of
the Company,  of the  Purchase  Price  payable in respect of the Warrants  being
exercised.  If fewer than all of the Warrants are exercised,  the Company shall,
upon each  exercise  prior to the  Expiration  Time,  execute and deliver to the
Warrantholder a new Warrant Certificate (dated as of the date hereof) evidencing
the balance of the Warrants that remain exercisable.

     (b) On the day  immediately  following the date of a valid  exercise of any
Warrants,  the Warrantholder  exercising same shall be deemed to have become the
holder of record  for all  purposes  of the  Warrant  Shares to which such valid
exercise relates.

     (c) As soon as  practicable,  but not in  excess  of ten  days,  after  the
exercise of all or part of the Warrants  evidenced by this Warrant  Certificate,
the Company, at its expense (including the payment by it of any applicable issue
taxes),  will  cause  to  be  issued  in  the  name  of  and  delivered  to  the
Warrantholder, or such other party identified in the purchase form, certificates
evidencing  the  number  of duly  authorized,  validly  issued,  fully  paid and
non-assessable   Warrant   Shares   and   Underlying   Warrants   to  which  the
Warrantholder,  or such other party  identified in the purchase  form,  shall be
entitled upon such exercise.

     (d)  No  certificates  for  fractional  Warrant  Shares  and/or  Underlying
Warrants  shall be issued upon the exercise of any of the Warrants  but, in lieu
thereof,  the Company  shall,  upon exercise of all the  Warrants,  round up any
fractional Warrant Shares and/or Underlying  Warrants to the nearest whole share
of Common Stock and/or whole Underlying Warrant.


                                        2

<PAGE>

2.  Issuance of Common Stock and  Warrants;  Reservation  of Warrant  Shares and
Underlying Warrant Shares. The Company covenants and agrees that:

     (a) all Warrant Shares which may be issued upon the exercise of all or part
of the Warrants and all  Underlying  Warrant Shares which may be issued upon the
exercise  of all or part of the  Underlying  Warrants  will,  upon  issuance  in
accordance  with  the  terms  hereof,   be  validly   issued,   fully  paid  and
non-assessable  and free from all taxes,  liens and charges  with respect to the
issue thereof;

     (b) at all times  prior to the  Expiration  Time,  the  Company  shall keep
reserved for issuance a sufficient  number of authorized  shares of Common Stock
to permit the  exercise in full of (i) the  Warrants  evidenced  by this Warrant
Certificate  and (ii) the  Underlying  Warrants  issuable  upon  exercise of the
Warrants evidenced by this Warrant Certificate; and

     (c) if any shares of Common  Stock to be  reserved  for the  purpose of the
issuance of Warrant Shares upon the exercise of Warrants and Underlying  Warrant
Shares upon the exercise of the Underlying  Warrants require  registration with,
or approval of, any governmental authority under any federal or state law before
such shares may be validly issued or delivered  upon exercise,  then the Company
will  promptly use its best efforts to effect such  registration  or obtain such
approval, as the case may be.

3. Adjustments of Purchase Price, Number and Character of Warrant Shares, Number
of Warrants and Number of Underlying  Warrants.  The Purchase Price,  the number
and kind of securities,  but not the number of Underlying Warrants,  purchasable
upon the exercise of each Warrant  shall be subject to  adjustment  from time to
time upon the happening of the events enumerated in this Section 3.

     (a) Stock  Dividends,  Subdivisions and  Combinations.  In case the Company
shall  at any time on or  after  the  Commencement  Date  and on or  before  the
Expiration Time:

          (i) pay a dividend in shares of Common Stock or make a distribution in
     shares  of  Common  Stock  or  such  other  stock  to  holders  of all  its
     outstanding shares of Common Stock;

          (ii)  subdivide or reclassify the  outstanding  shares of Common Stock
     into a greater number of shares;

          (iii)  combine the  outstanding  shares of Common Stock into a smaller
     number of shares of Common Stock; or

          (iv) issue by  reclassification  of its shares of Common  Stock  other
     securities  of  the  Company  (including  any  such   reclassification   in
     connection  with a  consolidation  or merger in which  the  Company  is the
     continuing corporation);


                                        3

<PAGE>

then the  number  and kind of  Warrant  Shares,  but not the  number and kind of
Underlying  Warrants,  purchasable  upon  exercise of each  Warrant  outstanding
immediately prior thereto shall be adjusted so that the  Warrantholder  shall be
entitled  to  receive  the kind and  number of  shares of Common  Stock or other
securities of the Company which the Warrantholder  would have owned or have been
entitled to receive after the happening of any of the events described above had
such Warrant  been  exercised  in full  immediately  prior to the earlier of the
happening of such event or any record date in respect  thereto.  In the event of
any adjustment of the number of Warrant Shares  purchasable upon the exercise of
each then  outstanding  Warrant  pursuant to this  Paragraph  3(a), the Purchase
Price shall be adjusted to be the amount  resulting  from dividing the number of
shares of Common Stock (including  fractional shares of Common Stock) covered by
such Warrant  immediately  after such  adjustment  into the total amount payable
upon exercise of such Warrant in full immediately  prior to such adjustment.  An
adjustment  made  pursuant  to  this  Paragraph  3(a)  shall  become   effective
immediately  after the effective  date of such event  retroactive  to the record
date for any such event. Such adjustment shall be made successively whenever any
event listed above shall occur.

     (b)  Extraordinary  Dividends.  In case the Company shall at any time on or
after the  Commencement  Date and on or before the Expiration  Time fix a record
date for the  issuance  of rights,  options,  or  warrants to all holders of its
outstanding shares of Common Stock, entitling them (for a period expiring within
45 days after such record  date) to subscribe  for or purchase  shares of Common
Stock (or  securities  exchangeable  for or  convertible  into  shares of Common
Stock) at a price per share of Common Stock (or having an exchange or conversion
price per share of Common Stock, with respect to a security  exchangeable for or
convertible  into shares of Common Stock) which is lower than the current Market
Price per share of Common  Stock (as  defined in  Paragraph  3(d) below) on such
record  date,  then the  Purchase  Price shall be adjusted  by  multiplying  the
Purchase Price in effect immediately prior to such record date by a fraction, of
which  (i)  the  numerator  shall  be the  number  of  shares  of  Common  Stock
outstanding  on such record date plus the number of shares of Common Stock which
the aggregate offering price of the total number of shares of Common Stock so to
be  offered  (or the  aggregate  initial  exchange  or  conversion  price of the
exchangeable or convertible  securities so to be offered) would purchase at such
current Market Price and (ii) the  denominator  shall be the number of shares of
Common  Stock  outstanding  on such  record  date plus the number of  additional
shares of Common Stock to be offered for subscription or purchase (or into which
the  exchangeable  or  convertible  securities  so to be offered  are  initially
exchangeable  or  convertible).  Such adjustment  shall become  effective at the
close of  business on such record  date;  however,  to the extent that shares of
Common  Stock (or  securities  exchangeable  for or  convertible  into shares of
Common Stock) are not delivered after the expiration of such rights, options, or
warrants,  the  Purchase  Price shall be  readjusted  (but only with  respect to
Warrants exercised after such expiration) to the Purchase Price which would then
be in effect had the adjustments made upon the issuance of such rights, options,
or warrants been made upon the basis of delivery of only the number of shares of
Common  Stock (or  securities  exchangeable  for or  convertible  into shares of
Common Stock) actually issued.  In case any subscription  price may be paid in a
consideration part or all of which shall be in a form other than cash, the value
of such  consideration  shall be as  determined  in good  faith by the  Board of
Directors  of the Company and shall be  described  in a statement  mailed to the
Warrantholder.  Shares of Common  Stock  owned by or held for the account of the
Company shall not be deemed outstanding for the purpose of any such computation.


                                        4

<PAGE>

     (c) Extraordinary Distributions.  In case the Company shall, at any time on
or after the Commencement Date and on or before the Expiration Time,  distribute
to all holders of its shares of Common Stock  (including  any such  distribution
made in connection  with a  consolidation  or merger in which the Company is the
surviving  corporation)  evidences of its indebtedness or assets (excluding cash
dividends and  distributions  payable out of  consolidated  net income or earned
surplus in accordance with Delaware law and dividends or  distributions  payable
in shares of stock  described in Paragraph  3(a) above) or rights,  options,  or
warrants or  exchangeable  or  convertible  securities  containing  the right to
subscribe for or purchase shares of Common Stock (or securities exchangeable for
or convertible  into shares of Common  Stock),  then the Purchase Price shall be
adjusted by multiplying  the Purchase Price in effect  immediately  prior to the
record  date for such  distribution  by a fraction,  of which (i) the  numerator
shall be the  current  Market  Price per share of Common  Stock (as  defined  in
Paragraph  3(d)) on such record date,  less the fair market value (as determined
in good faith by the Board of  Directors  of the  Company,  whose  determination
shall be  conclusive,  and described in a notice to the  Warrantholders)  of the
portion of the evidences of  indebtedness  or assets so to be  distributed or of
such  rights,  options or warrants  applicable  to one share of Common Stock and
(ii) the  denominator  shall be such  current  Market  Price per share of Common
Stock. Such adjustment shall be made whenever any such distribution is made, and
shall become  effective on the date of  distribution  retroactive  to the record
date for such transaction.

     (d) Current Market Price Defined.  For the purpose of any computation under
Paragraphs  3(b) and/or 3(c), the current Market Price per share of Common Stock
at any date shall be deemed to be the average  daily Closing Price of the shares
of Common Stock for twenty  consecutive  trading days ending within fifteen days
before the date in question.  The term  "Closing  Price" of the shares of Common
Stock for a day or days shall mean (i) if the shares of Common  Stock are listed
or admitted for trading on a national  securities  exchange,  the last  reported
sales price  regular way, or, in case no such  reported sale takes place on such
day or days,  the average of the reported  closing bid and asked prices  regular
way, in either case on the principal national  securities  exchange on which the
shares of the Common Stock are listed or admitted  for  trading,  or (ii) if the
shares of Common  Stock are not  listed or  admitted  for  trading on a national
securities exchange,  (A) the last transaction price for the Common Stock on The
Nasdaq  Stock Market  ("Nasdaq")  or, in the case no such  reported  transaction
takes  place on such day or days,  the average of the  reported  closing bid and
asked prices thereof quoted on Nasdaq,  or (B) if the shares of Common Stock are
not quoted on Nasdaq,  the average of the  closing  bid and asked  prices of the
Common Stock as quoted on the Over-The-Counter  Bulletin Board maintained by the
National Association of Securities Dealers,  Inc. (the "Bulletin Board"), or (C)
if the  shares of  Common  Stock are not  quoted on Nasdaq  nor on the  Bulletin
Board,  the average of the closing bid and asked  prices of the common  stock in
the  over-the-  counter  market,  as  reported  by The Pink  Sheets,  LLC, or an
equivalent  generally accepted reporting service, or (iii) if on any such day or
days the shares of Common Stock are not listed on a national securities exchange
nor quoted on Nasdaq, on the Bulletin Board or by The Pink Sheets, LLC, the fair
market value of the shares of Common Stock on such day or days, as determined in
good faith by the Board of Directors of the Company, shall be used.

     (e) Capital  Reorganizations  and Other  Reclassifications.  In case of any
capital  reorganization of the Company, or of any reclassification of the shares
of Common Stock (other than a  reclassification,  subdivision  or combination of
shares of Common Stock referred to in Paragraph


                                        5

<PAGE>

3(a)), or in case of the consolidation of the Company with, or the merger of the
Company with, or merger of the Company into, any other corporation (other than a
reclassification  of the shares of Common Stock referred to in Paragraph 3(a) or
a  consolidation  or merger  which  does not result in any  reclassification  or
change  of the  outstanding  shares  of  Common  Stock)  or of the  sale  of the
properties and assets of the Company as, or substantially as, an entirety to any
other  corporation or entity occurring on or after the Commencement  Date and on
or  before  the  Expiration  Time,  each  Warrant  shall,   after  such  capital
reorganization,  reclassification  of  shares of  Common  Stock,  consolidation,
merger, or sale, be exercisable, upon the terms and conditions specified in this
Warrant  Certificate,  for the  kind,  amount  and  number  of  shares  or other
securities,  assets, or cash to which a holder of the number of shares of Common
Stock purchasable (at the time of such capital reorganization,  reclassification
of shares of Common Stock, consolidation,  merger or sale) upon exercise of such
Warrant  would have been  entitled to receive upon such capital  reorganization,
reclassification  of shares of Common  Stock,  consolidation,  merger,  or sale,
along with an Underlying  Warrant as otherwise  provided herein; and in any such
case, if necessary,  the  provisions set forth in this Section 3 with respect to
the rights and interests  thereafter of the Warrantholder shall be appropriately
adjusted so as to be applicable, as nearly equivalent as possible, to any shares
or other securities,  assets, or cash thereafter  deliverable on the exercise of
the Warrants.  The Company shall not effect any such  consolidation,  merger, or
sale,  unless  prior to or  simultaneously  with the  consummation  thereof  the
successor  corporation or entity (if other than the Company) resulting from such
consolidation  or merger or the corporation or entity  purchasing such assets or
other appropriate corporation or entity shall assume, by written instrument, the
obligation to deliver to the Warrantholder such shares,  securities,  assets, or
cash as, in  accordance  with the  foregoing  provisions,  such  holders  may be
entitled to purchase and the other  obligations  hereunder.  The  subdivision or
combination of shares of Common Stock at any time  outstanding into a greater or
lesser  number of shares  shall  not be deemed to be a  reclassification  of the
shares of Common Stock for purposes of this Paragraph 3(e).

     (f) Minimum Adjustment.  Except as hereinafter  provided,  no adjustment of
the  Purchase  Price  hereunder  shall be made if such  adjustment  results in a
change of the  Purchase  Price then in effect of less than five cents ($.05) per
share.  Any  adjustment of less than five cents ($.05) per share of any Purchase
Price  shall be carried  forward  and shall be made at the time of and  together
with any subsequent adjustment which, together with adjustment or adjustments so
carried forward,  amounts to five cents ($.05) per share or more. However,  upon
exercise  of this  Warrant  Certificate,  the Company  shall make all  necessary
adjustments (to the nearest cent) not theretofore  made to the Purchase Price up
to and  including  the  effective  date upon which this Warrant  Certificate  is
exercised.

     (g) Notice of  Adjustments.  Whenever the Purchase  Price shall be adjusted
pursuant to this Section 3, the Company  shall  promptly  deliver a  certificate
signed by the President or a Vice President and by the Chief Financial  Officer,
Treasurer or an Assistant  Treasurer or the Secretary or an Assistant  Secretary
of the Company,  setting forth,  in reasonable  detail,  the event requiring the
adjustment,  the amount of the  adjustment,  the method by which such adjustment
was  calculated  (including  a  description  of the  basis on which the Board of
Directors of the Company made any determination  hereunder), by first class mail
postage prepaid to each Warrantholder.


                                        6

<PAGE>

     (h) Adjustments to Other Securities.  Except with respect to the Underlying
Warrants and  Underlying  Warrant  Shares,  in the event that at any time,  as a
result of an adjustment made pursuant to this Section 3, the Warrantholder shall
become  entitled to purchase any shares or  securities of the Company other than
the  shares of Common  Stock,  thereafter  the  number of such  other  shares or
securities so  purchasable  upon exercise of each Warrant and the purchase price
for such shares or securities  shall be subject to adjustment  from time to time
in a manner and on terms as nearly equivalent as possible to the provisions with
respect to the shares of Common Stock contained in Paragraphs  3(a), 3(b), 3(c),
and 3(e).

     (i) Deferral of Issuance of Additional Shares in Certain Circumstances.  In
any case in  which  this  Section  3 shall  require  that an  adjustment  in the
Purchase Price be made effective as of a record date for a specified  event, the
Company may elect to defer  until the  occurrence  of such event  issuing to the
holder of a Warrant exercised after such record date the shares of Common Stock,
if any,  issuable upon such exercise over and above the Warrant Shares,  if any,
issuable upon such  exercise on the basis of the Purchase  Price in effect prior
to such adjustment; provided, however, that the Company shall deliver as soon as
practicable to such holder a due bill or other appropriate  instrument  provided
by the Company  evidencing such holder's right to receive such additional shares
of Common Stock upon the occurrence of the event requiring such adjustment.

     (j) Company Right to Reduce the Purchase  Price.  Notwithstanding  anything
contained  in this  Warrant  Certificate  to the  contrary,  the Company has the
right,  exercisable in the Company's sole  discretion,  at any time prior to the
Expiration  Time, and from time to time, on not less than 30 days' prior written
notice (each, a "Reduced  Purchase Price Notice"),  to reduce the Purchase Price
as then in effect; provided that the period in which such reduced Purchase Price
shall be in effect  shall be for no less than  fifteen nor more than 90 days and
such period shall be clearly identified in the Reduced Purchase Price Notice.

4.  Definition of Common Stock.  The Common Stock  issuable upon exercise of the
Warrants shall be the Common Stock as constituted on January 20, 2000, except as
otherwise provided in Section 3.

5. Replacement of Warrant  Certificates.  If this Warrant  Certificate  shall be
lost,  stolen,  mutilated or destroyed,  the Company shall,  on such terms as to
indemnity or otherwise as the Company may in its discretion  reasonably  impose,
issue a new certificate of like tenor or date  representing in the aggregate the
right to  subscribe  for and purchase the number of shares of Common Stock which
may be subscribed for and purchased  hereunder.  Any such new certificate  shall
constitute an original contractual obligation of the Company, whether or not the
allegedly lost, stolen,  mutilated or destroyed Warrant  Certificate shall be at
any time enforceable by anyone.

6.  Registration.  This  Warrant  Certificate,  as  well  as all  other  warrant
certificates  representing Warrants shall be numbered and shall be registered in
a register (the "Warrant  Register")  maintained at the Company  Offices as they
are  issued.  The  Warrant  Register  shall  list the name,  address  and Social
Security or other Federal  Identification Number, if any, of all Warrantholders.
The Company  shall be entitled  to treat the  Warrantholder  as set forth in the
Warrant  Register as the owner in fact of the Warrants as set forth  therein for
all purposes and shall not be bound to recognize any equitable


                                        7

<PAGE>

or other claim to or interest in such  Warrants on the part of any other person,
and shall not be liable for any  registration  of transfer of Warrants  that are
registered  or to be  registered  in the name of a fiduciary or the nominee of a
fiduciary  unless made with the actual  knowledge that a fiduciary or nominee is
committing a breach of trust in requesting  such  registration  of transfer,  or
with such knowledge of such facts that its participation  therein amounts to bad
faith.

7. Transfer.  NEITHER THE WARRANTS  REPRESENTED BY THIS WARRANT  CERTIFICATE NOR
THE  SHARES OF COMMON  STOCK AND  UNDERLYING  WARRANTS  OR ANY OTHER  SECURITIES
ISSUABLE  UPON  EXERCISE  OF  SUCH  WARRANTS  HAVE  BEEN  REGISTERED  UNDER  THE
SECURITIES ACT OF 1933, AS AMENDED.  SUCH WARRANTS HAVE BEEN  ACQUIRED,  AND ANY
SHARES OF COMMON STOCK AND UNDERLYING  WARRANTS OR ANY OTHER SECURITIES ISSUABLE
UPON  EXERCISE OF SUCH  WARRANTS  ARE REQUIRED TO BE  ACQUIRED,  FOR  INVESTMENT
PURPOSES  AND NOT WITH A VIEW TO  DISTRIBUTION  OR RESALE,  AND MAY NOT BE SOLD,
ASSIGNED,  PLEDGED,  HYPOTHECATED OR OTHERWISE  TRANSFERRED WITHOUT AN EFFECTIVE
REGISTRATION  STATEMENT  FOR SUCH  WARRANTS  AND/OR SUCH  SHARES AND  UNDERLYING
WARRANTS OR OTHER SECURITIES  UNDER THE SECURITIES ACT OF 1933, AS AMENDED,  AND
APPLICABLE  STATE  SECURITIES LAWS OR AN OPINION OF COUNSEL  SATISFACTORY TO THE
ISSUER  OF SUCH  WARRANTS  AND SUCH  SHARES  AND  UNDERLYING  WARRANTS  OR OTHER
SECURITIES TO THE EFFECT THAT  REGISTRATION  IS NOT REQUIRED  UNDER SUCH ACT AND
SUCH STATE SECURITIES LAWS.

8. Exchange of Warrant  Certificates.  This Warrant Certificate may be exchanged
for another certificate or certificates  entitling the Warrantholder  thereof to
purchase a like aggregate  number of Warrant Shares as this Warrant  Certificate
entitles such Warrantholder to purchase. A Warrantholder desiring to so exchange
this Warrant  Certificate  shall make such  request in writing  delivered to the
Company, and shall surrender this Warrant Certificate therewith.  Thereupon, the
Company  shall  execute  and  deliver  to  the  person  entitled  thereto  a new
certificate or certificates, as the case may be, as so requested.

9. Notices. All notices and other  communications  hereunder shall be in writing
and shall be deemed given when  delivered  in person,  against  written  receipt
therefor, or two days after being sent, by registered or certified mail, postage
prepaid, return receipt requested, and, if to the Warrantholder, at such address
as is shown on the Warrant  Register or as may otherwise may have been furnished
to the Company in writing in accordance with this Section 9 by the Warrantholder
and,  if to the  Company,  at the Company  Offices or such other  address as the
Company shall give notice thereof to the  Warrantholder  in accordance with this
Section 9.

10. Registration Rights.

     (a) Defined  Terms.  As used in this  Section 10, terms  defined  elsewhere
herein shall have their assigned  meanings and each of the following terms shall
have the  following  meanings  (such  definitions  to be  applicable to both the
plural and singular of the terms defined):


                                        8

<PAGE>

          (i) Registerable Securities.  The term "Registerable Securities" shall
     mean any of the Warrant Shares or other  securities  issuable upon exercise
     of any of the  Warrants.  For the purposes of this  Section 10,  securities
     will cease to be Registerable  Securities when (A) a registration statement
     under the  Securities  Act of 1933,  as  amended  (the  "Securities  Act"),
     covering such Registerable  Securities has been declared  effective and (1)
     such  Registerable  Securities  have  been  disposed  of  pursuant  to such
     effective  registration  statement or (2) such  registration  statement has
     remained   effective  for  270  consecutive  days,  (B)  such  Registerable
     Securities are  distributed to the public pursuant to the Securities Act or
     pursuant  to  an  exemption  from  the  registration  requirements  of  the
     Securities  Act,  including,   without  limitation,   Rules  144  and  144A
     promulgated  under the Securities Act or (C) such  Registerable  Securities
     have  been  otherwise  transferred  and the  Company,  in  accordance  with
     applicable law and  regulations,  has delivered new  certificates  or other
     evidences of  ownership  for such  securities  which are not subject to any
     stop transfer order or other restriction on transfer.

          (ii)  Rightsholders.   The  term  "Rightsholders"  shall  include  the
     Warrantholder,  all  successors and assigns of the  Warrantholders  and all
     transferees of Registerable  Securities  where such transfer  affirmatively
     includes   the   transfer   and   assignment   of   the   rights   of   the
     transferor-Warrantholder   under  this   Agreement   with  respect  to  the
     transferred  Registerable  Securities and such transferee agrees in writing
     to assume all of the transferor-Warrantholder's agreements, obligations and
     liabilities   under  this  Article  10  with  respect  to  the  transferred
     Registerable Securities.

          (iii)  Interpretations  of Terms.  The words  "hereof,"  "herein"  and
     "hereunder"  and words of similar import when used in this Section 10 shall
     refer to this Section 10 as a whole and not to any particular  provision of
     this Section 10, and subsection,  paragraph,  clause,  schedule and exhibit
     references are to this Section 10 unless otherwise specified.

     (b) Piggy-Back Registration.

          (i) If, at any time on or after  the six  months  after the  effective
     date of a registration  statement  under the Securities Act with respect to
     any shares of Common Stock and on or prior to two years from the Expiration
     Time,  the Company  proposes  to file a  registration  statement  under the
     Securities  Act with  respect to an  offering  by the  Company or any other
     party  of  any  class  of  equity  security  similar  to  any  Registerable
     Securities  (other than a registration  statement on Form S-4 or S-8 or any
     successor form or a registration  statement filed solely in connection with
     an exchange  offer,  a business  combination  transaction or an offering of
     securities  solely  to  the  existing  stockholders  or  employees  of  the
     Company),  then the  Company,  on each such  occasion,  shall give  written
     notice (each, a "Company Piggy-Back Notice") of such proposed filing to all
     of the Rightsholders  owning Registerable  Securities at least fifteen days
     before the anticipated filing date of such registration statement, and such
     Company  Piggy-Back  Notice  also  shall  be  required  to  offer  to  such
     Rightsholders   the  opportunity  to  register  such  aggregate  number  of
     Registerable  Securities as each such  Rightsholder may request.  Each such
     Rightsholder shall have the


                                        9

<PAGE>

     right,  exercisable for the five days immediately following the giving of a
     Company Piggy- Back Notice, to request,  by written notice (each, a "Holder
     Notice")  to the  Company,  the  inclusion  of all  or any  portion  of the
     Registerable   Securities  of  such   Rightsholders  in  such  registration
     statement.  The Company shall use reasonable  efforts to cause the managing
     underwriter(s) of a proposed  underwritten offering to permit the inclusion
     of the Registerable Securities which were the subject of all Holder Notices
     in such  underwritten  offering  on the same  terms and  conditions  as any
     similar  securities  of  the  Company  included  therein.   Notwithstanding
     anything to the contrary  contained in this Subparagraph  10(b)(i),  if the
     managing  underwriter(s)  of such  underwritten  offering  or any  proposed
     underwritten  offering  delivers a written opinion to the  Rightsholders of
     Registerable  Securities  which were the subject of all Holder Notices that
     the total  amount and kind of  securities  which they,  the Company and any
     other person  intend to include in such  offering is such as to  materially
     and  adversely  affect  the  success of such  offering,  then the amount of
     securities to be offered for the accounts of such Rightsholders and persons
     other than the Company  shall be  eliminated  or reduced pro rata (based on
     the amount of  securities  owned by such  Rightsholders  and other  persons
     which  carry  registration  rights) to the extent  necessary  to reduce the
     total amount of  securities  to be included in such  offering to the amount
     recommended by such managing  underwriter(s) in the managing  underwriter's
     written opinion.

          (ii) Number of Piggy-Back Registrations;  Expenses. The obligations of
     the Company under this  Paragraph  10(b) shall be unlimited with respect to
     each Rightsholder. Subject to the provisions of Paragraph 10(d) hereof, the
     Company  will  pay  all  Registration   Expenses  in  connection  with  any
     registration of Registerable Securities effected pursuant to this Paragraph
     10(b),  but the  Company  shall not be  responsible  for the payment of any
     underwriter's  discount,  commission  or selling  concession  in connection
     therewith.

          (iii)   Withdrawal   or   Suspension   of   Registration    Statement.
     Notwithstanding anything contained to the contrary in this Paragraph 10(b),
     the Company  shall have the  absolute  right,  whether  before or after the
     giving of a Company Piggy-Back Notice or Holder Notice, to determine not to
     file a  registration  statement to which the  Rightsholders  shall have the
     right to include their  Registerable  Securities  therein  pursuant to this
     Paragraph  10(b),  to withdraw such  registration  statement or to delay or
     suspend pursuing the effectiveness of such registration  statement.  In the
     event of such a  determination  after the  giving  of a Company  Piggy-Back
     Notice,  the  Company  shall  give  notice  of  such  determination  to all
     Rightsholders  and,  thereupon,  (A) in the case of a determination  not to
     register or to withdraw such registration  statement,  the Company shall be
     relieved of its obligation  under this  Paragraph  10(b) to register any of
     the Registerable Securities in connection with such registration and (B) in
     the case of a determination to delay the registration, the Company shall be
     permitted to delay or suspend the  registration of Registerable  Securities
     pursuant  to this  Paragraph  10(b) for the same period as the delay in the
     registration of such other securities.  No registration effected under this
     Paragraph  10(b) shall relieve the Company of its  obligation to effect any
     registration  upon demand  otherwise  granted to a  Rightsholder  under any
     other agreement with the Company.


                                                        10

<PAGE>

     (c) Registration Procedures.

          (i)  Obligations of the Company.  The Company will, in connection with
     any  registration  pursuant to Paragraph 10(b) hereof,  as expeditiously as
     possible:

               (A) prepare and file with the Commission a registration statement
          under  the  Securities  Act  on any  appropriate  form  chosen  by the
          Company,  in the Company's sole  discretion,  which shall be available
          for the sale of all  Registerable  Securities in  accordance  with the
          intended method(s) of distribution thereof set forth in all applicable
          Holder  Notices,  and use the Company's  commercially  reasonable best
          efforts to cause such  registration  statement to become  effective as
          soon  thereafter as reasonably  practicable  but in no event more than
          100 days after receipt of such notices or requests; provided, that, at
          least five  business  days before  filing with the  Commission of such
          registration statement, the Company shall furnish to each Rightsholder
          whose  Registerable  Securities  are included  therein draft copies of
          such  registration  statement,  including  all  exhibits  thereto  and
          documents  incorporated by reference therein, and, upon the reasonable
          request of any such Rightsholder,  shall continue to provide drafts of
          such registration  statement until filed, and, after such filing,  the
          Company  shall,  as  diligently as  practicable,  provide to each such
          Rightsholders  such number of copies of such  registration  statement,
          each amendment and supplement thereto, the prospectus included in such
          registration  statement (including each preliminary  prospectus),  all
          exhibits thereto and documents  incorporated by reference  therein and
          such other documents as such  Rightsholder  may reasonably  request in
          order to facilitate  the  disposition of the  Registerable  Securities
          owned  by  such   Rightsholder  and  included  in  such   registration
          statement;  provided,  further,  the Company shall modify or amend the
          registration   statement  as  it  relates  to  such   Rightsholder  as
          reasonably requested by such Rightsholder on a timely basis, and shall
          reasonably  consider other changes to the registration  statement (but
          not  including  any  exhibit  or  document   incorporated  therein  by
          reference)  reasonably  requested  by such  Rightsholder  on a  timely
          basis,  in light of the  requirements  of the  Securities  Act and any
          other applicable laws and regulations; and provided, further, that the
          obligation  of the Company to effect such  registration  and/or  cause
          such registration statement to become effective,  may be postponed for
          (1) such period of time when the  financial  statements of the Company
          required  to be  included  in  such  registration  statement  are  not
          available (due solely to the fact that such financial  statements have
          not been prepared in the regular course of business of the Company) or
          (2) any other bona fide corporate purpose,  but then only for a period
          not to exceed 90 days;

               (B)  prepare and file with the  Commission  such  amendments  and
          post-effective  amendments  to a  registration  statement  as  may  be
          necessary to keep such registration statement effective for up to nine
          months;  and cause the related  prospectus to be  supplemented  by any
          required prospectus supplement,  and as so supplemented to be filed to
          the  extent  required  pursuant  to Rule  424  promulgated  under  the
          Securities Act, during such nine-month  period;  and otherwise  comply
          with


                                       11

<PAGE>

          the provisions of the  Securities Act with respect to the  disposition
          of all Registerable  Securities covered by such registration statement
          during the applicable period in accordance with the intended method(s)
          of  disposition  of such  Registerable  Securities  set  forth in such
          registration statement, prospectus or supplement to such prospectus;

               (C) notify the Rightsholders  whose  Registerable  Securities are
          included   in   such   registration   statement   and   the   managing
          underwriter(s),  if any,  of an  underwritten  offering  of any of the
          Registerable Securities included in such registration  statement,  and
          confirm  such  advice  in  writing,  (1)  when  a  prospectus  or  any
          prospectus supplement or post-effective amendment has been filed, and,
          with  respect  to  a  registration  statement  or  any  post-effective
          amendment,  when the same has become effective,  (2) of any request by
          the  Commission  for  amendments  or  supplements  to  a  registration
          statement or related prospectus or for additional information,  (3) of
          the  issuance  by the  Commission  of any stop  order  suspending  the
          effectiveness  of a  registration  statement or the  initiation of any
          proceedings for that purpose,  (4) if at any time the  representations
          and  warranties  of the Company  contemplated  by subclause  (J)(1) of
          Subparagraph  10(c)(i) hereof cease to be true and correct, (5) of the
          receipt  by  the  Company  of any  notification  with  respect  to the
          suspension of the qualification of any of the Registerable  Securities
          for sale in any  jurisdiction  or the initiation or threatening of any
          proceeding  for such  purpose  and (6) of the  happening  of any event
          which makes any  statement  made in the  registration  statement,  the
          prospectus or any document incorporated therein by reference untrue or
          which requires the making of any changes in the registration statement
          or  prospectus  so that such  registration  statement,  prospectus  or
          document  incorporated  by  reference  will  not  contain  any  untrue
          statement of material fact or omit to state any material fact required
          to be stated therein or necessary to make the  statements  therein not
          misleading;

               (D) make reasonable efforts to obtain the withdrawal of any order
          suspending the  effectiveness  of such  registration  statement at the
          earliest possible moment and to prevent the entry of such an order;

               (E)  use   reasonable   efforts  to   register   or  qualify  the
          Registerable  Securities included in such registration statement under
          such other  securities or blue sky laws of such  jurisdictions  as any
          Rightsholder  whose  Registerable  Securities  are  included  in  such
          registration  statement  reasonably requests in writing and do any and
          all other acts and  things  which may be  necessary  or  advisable  to
          enable  such  Rightsholder  to  consummate  the  disposition  in  such
          jurisdictions  of such  Registerable  Securities;  provided,  that the
          Company  will not be required to (1) qualify  generally to do business
          in any  jurisdiction  where it would  not  otherwise  be  required  to
          qualify but for this clause (E), (2) subject itself to taxation in any
          such  jurisdiction  or (3) take any action  which would  subject it to
          general service of process in any such jurisdiction;


                                       12

<PAGE>

               (F) make  available  for  inspection by each  Rightsholder  whose
          Registerable  Securities  are  included  in  such  registration,   any
          underwriter(s)  participating  in any  disposition  pursuant  to  such
          registration statement,  and any representative,  agent or employee of
          or  attorney  or  accountant  retained  by any  such  Rightsholder  or
          underwriter(s)  (collectively,  the  "Inspectors"),  all financial and
          other  records,  pertinent  corporate  documents and properties of the
          Company (collectively, the "Records") as shall be reasonably necessary
          to enable  them to exercise  their due  diligence  responsibility  (or
          establish a due diligence defense), and cause the officers,  directors
          and  employees  of the  Company to supply all  information  reasonably
          requested by any such Inspector in connection  with such  registration
          statement;  provided,  that records which the Company  determines,  in
          good faith,  to be  confidential  and which it notifies the Inspectors
          are confidential shall not be disclosed by the Inspectors,  unless (1)
          the release of such Records is ordered pursuant to a subpoena or other
          order from a court of competent  jurisdiction or (2) the disclosure of
          such Records is required by any  applicable  law or  regulation or any
          governmental  regulatory body with jurisdiction over such Rightsholder
          or  underwriter;   provided,   further,   that  such  Rightsholder  or
          underwriter(s)  agree that such Rightsholder or  underwriter(s)  will,
          upon  learning the  disclosure of such Records is sought in a court of
          competent  jurisdiction,  give  notice  to the  Company  and allow the
          Company, at the Company's expense, to undertake  appropriate action to
          prevent disclosure of the Records deemed confidential;

               (G) cooperate with the Rightsholder whose Registerable Securities
          are  included  in  such   registration   statement  and  the  managing
          underwriter(s),  if any,  to  facilitate  the timely  preparation  and
          delivery of certificates  representing  Registerable  Securities to be
          sold thereunder,  not bearing any restrictive legends, and enable such
          Registerable  Securities to be in such denominations and registered in
          such names as such  Rightsholder  or any managing  underwriter(s)  may
          reasonably  request  at least two  business  days prior to any sale of
          Registerable Securities;

               (H)  comply  with all  applicable  rules and  regulations  of the
          Commission  and  promptly  make  generally  available  to its security
          holders  an  earnings  statement  covering  a period of twelve  months
          commencing,  (1) in an underwritten offering, at the end of any fiscal
          quarter in which  Registerable  Securities are sold to underwriter(s),
          or (2) in a  non-underwritten  offering,  with the first  month of the
          Company's  first fiscal quarter  beginning after the effective date of
          such  registration  statement,  which earnings  statement in each case
          shall satisfy the provisions of Section 11(a) of the Securities Act;

               (I) provide a CUSIP number for all  Registerable  Securities  not
          later than the effective date of the registration  statement  relating
          to the first public offering of Registerable Securities of the Company
          pursuant hereto;

               (J)  enter  into  such   customary   agreements   (including   an
          underwriting  agreement  in  customary  form) and take all such  other
          actions


                                       13

<PAGE>

          reasonably  requested by the  Rightsholders  holding a majority of the
          Registerable Securities included in such registration statement or the
          managing  underwriter(s)  in  order to  expedite  and  facilitate  the
          disposition of such  Registerable  Securities and in such  connection,
          whether or not an  underwriting  agreement is entered into and whether
          or not the registration is an underwritten registration, (1) make such
          representations  and  warranties,  if  any,  to the  holders  of  such
          Registerable  Securities  and any  underwriter(s)  with respect to the
          registration  statement,  prospectus  and  documents  incorporated  by
          reference,  if any, in form,  substance  and scope as are  customarily
          made by  issuers  to  underwriter(s)  in  underwritten  offerings  and
          confirm the same if and when requested, (2) obtain opinions of counsel
          to the Company and updates thereof addressed to each such Rightsholder
          and the  underwriter(s),  if any,  with  respect  to the  registration
          statement, prospectus and documents incorporated by reference, if any,
          covering  the matters  customarily  covered in opinions  requested  in
          underwritten  offerings  and such other  matters as may be  reasonably
          requested by such Rightsholders and underwriter(s), (3) obtain a "cold
          comfort"  letter and updates  thereof from the  Company's  independent
          certified public  accountants  addressed to such  Rightsholders and to
          the  underwriter(s),  if any, which letters shall be in customary form
          and cover matters of the type  customarily  covered in "cold  comfort"
          letters by accountants in connection with underwritten offerings,  and
          (4) deliver  such  documents  and  certificates  as may be  reasonably
          requested by the Rightsholders holding a majority of such Registerable
          Securities and managing underwriter(s), if any, to evidence compliance
          with any customary conditions contained in the underwriting  agreement
          or other  agreement  entered  into by the  Company;  each such  action
          required by this clause (J) shall be done at each  closing  under such
          underwriting  or similar  agreement  or as and to the extent  required
          thereunder; and

               (K) if requested by the holders of a majority of the Registerable
          Securities  included  in such  registration  statement,  use its  best
          efforts to cause all  Registerable  Securities  which are  included in
          such  registration  statement  to be  listed,  subject  to  notice  of
          issuance,  by  the  date  of  the  first  sale  of  such  Registerable
          Securities pursuant to such registration statement, on each securities
          exchange,  if any,  on  which  securities  similar  to the  Registered
          Securities are listed.

     (ii) Obligations of  Rightsholders.  In connection with any registration of
Registerable Securities of a Rightsholder pursuant to Paragraph 10(b) hereof:

          (A) The Company may require that each Rightsholder  whose Registerable
     Securities  are  included  in such  registration  statement  furnish to the
     Company such information  regarding the  distribution of such  Registerable
     Securities  and such  Rightsholder  as the  Company  may from  time to time
     reasonably request in writing; and

          (B) Each Rightsholder,  upon receipt of any notice from the Company of
     the happening of any event of the kind  described in  subclauses  (2), (3),
     (5) and (6) of clause 10(c)(i)(C),  shall forthwith discontinue disposition
     of


                                       14

<PAGE>

     Registerable  Securities  pursuant to the registration  statement  covering
     such  Registerable  Securities  until  such  Rightsholder's  receipt of the
     copies of the supplemented or amended prospectus  contemplated by subclause
     (1) of clause 10(c)(i)(C), or until such Rightsholder is advised in writing
     (the "Advice") by the Company that the use of the applicable prospectus may
     be  resumed,  and  until  such  Rightsholder  has  received  copies  of any
     additional or supplemental  filings which are  incorporated by reference in
     or to be attached to or included with such prospectus,  and, if so directed
     by the  Company,  such  Rightsholder  will  deliver to the  Company (at the
     expense of the Company) all copies,  other than  permanent file copies then
     in the possession of such Rightsholder,  of the current prospectus covering
     such  Registerable  Securities  at the time of receipt of such notice;  the
     Company  shall  have the right to demand  that such  Rightsholder  or other
     holder  verify its  agreement to the  provisions  of this clause (B) in any
     Holder Notice of the Rightsholder or in a separate document executed by the
     Rightsholder.

     (d) Registration  Expenses.  All expenses incident to the performance of or
compliance with this Agreement by the Company, including, without imitation, all
registration  and  filing  fees  of  the  Commission,  National  Association  of
Securities  Dealers,  Inc. and other  agencies,  fees and expenses of compliance
with securities or blue sky laws (including reasonable fees and disbursements of
counsel  in  connection  with  blue  sky   qualifications  of  the  Registerable
Securities),  rating  agency fees,  printing  expenses,  messenger  and delivery
expenses,  internal expenses  (including,  without limitation,  all salaries and
expenses of its officers and employees  performing legal or accounting  duties),
the fees and expenses  incurred in connection  with the listing,  if any, of the
Registerable Securities on any securities exchange and fees and disbursements of
counsel  for  the  Company  and  the  Company's   independent  certified  public
accountants  (including  the  expenses  of any special  audit or "cold  comfort"
letters required by or incidental to such performance),  Securities Act or other
liability  insurance (if the Company elects to obtain such insurance),  the fees
and expenses of any special  experts  retained by the Company in connection with
such  registration and the fees and expenses of any other person retained by the
Company  (but  not  including   any   underwriting   discounts  or   commissions
attributable  to the sale of  Registerable  Securities  or  other  out-of-pocket
expenses of the  Rightsholders,  or the agents who act on their  behalf,  unless
reimbursement  is  specifically  approved by the  Company)  will be borne by the
Company. All such expenses are herein referred to as "Registration Expenses."

     (e) Indemnification: Contribution.

          (i)  Indemnification  by the Company.  The Company agrees to indemnify
     and hold harmless,  to the full extent permitted by law, each Rightsholder,
     its officers and directors  and each person who controls such  Rightsholder
     (within the meaning of the  Securities  Act), if any, and any agent thereof
     against all losses, claims,  damages,  liabilities and expenses incurred by
     such party pursuant to any actual or threatened suit, action, proceeding or
     investigation   (including  reasonable  attorney's  fees  and  expenses  of
     investigation)  arising  out of or based upon any untrue or alleged  untrue
     statement  of a material  fact  contained  in any  registration  statement,
     prospectus or preliminary prospectus or any omission or alleged omission to
     state therein a material fact required to be stated


                                       15

<PAGE>

     therein  or  necessary  to make the  statements  therein  (in the case of a
     prospectus,  in the light of the circumstances  under which they were made)
     not misleading,  except insofar as the same arise out of or are based upon,
     any such untrue  statement or omission based upon  information with respect
     to  such  Rightsholder   furnished  in  writing  to  the  Company  by  such
     Rightsholder expressly for use therein.

          (ii)   Indemnification   by  Rightsholder.   In  connection  with  any
     registration statement in which a Rightsholder is participating,  each such
     Rightsholder  will be required  to furnish to the  Company in writing  such
     information  with respect to such  Rightsholder  as the Company  reasonably
     requests  for use in  connection  with any such  registration  statement or
     prospectus,  and each Rightsholder agrees to the extent it is such a holder
     of Registerable  Securities  included in such registration  statement,  and
     each  other  such  holder  of  Registerable  Securities  included  in  such
     Registration Statement will be required to agree, to indemnify, to the full
     extent  permitted by law, the Company,  the  directors  and officers of the
     Company and each person who controls the Company (within the meaning of the
     Securities Act) and any agent thereof, against any losses, claims, damages,
     liabilities and expenses (including reasonable attorney's fees and expenses
     of  investigation  incurred  by  such  party  pursuant  to  any  actual  or
     threatened  suit,  action,  proceeding or  investigation  arising out of or
     based upon any untrue or alleged untrue statement of a material fact or any
     omission or alleged  omission  of a material  fact  necessary,  to make the
     statements  therein  (in the  case of a  prospectus,  in the  light  of the
     circumstances under which they are made) not misleading, to the extent, but
     only to the extent,  that such untrue  statement  or omission is based upon
     information  relating to such  Rightsholder  or other  holder  furnished in
     writing to the Company expressly for use therein.

          (iii) Conduct of Indemnification  Proceedings.  Promptly after receipt
     by an indemnified party under this Paragraph 10(e) of written notice of the
     commencement of any action,  proceeding,  suit or  investigation  or threat
     thereof  made in  writing  for  which  such  indemnified  party  may  claim
     indemnification   or  contribution   pursuant  to  this   Agreement,   such
     indemnified  party shall notify in writing the  indemnifying  party of such
     commencement  or threat;  but the  omission  so to notify the  indemnifying
     party shall not relieve the indemnifying party from any liability which the
     indemnifying party may have to any indemnified party (A) hereunder,  unless
     the indemnifying  party is actually  prejudiced  thereby,  or (B) otherwise
     than  under  this  Paragraph  10(e).  In  case  any  such  action,  suit or
     proceeding  shall  be  brought  against  any  indemnified  party,  and  the
     indemnified  party shall notify the indemnifying  party of the commencement
     thereof,  the indemnifying  party shall be entitled to participate  therein
     and the indemnifying  party shall assume the defense thereof,  with counsel
     reasonably satisfactory to the indemnified party, and the obligation to pay
     all expenses relating  thereto.  The indemnified party shall have the right
     to employ  separate  counsel in any such action,  suit or proceeding and to
     participate  in the  defense  thereof,  but the fees and  expenses  of such
     counsel  shall be at the expense of such  indemnified  party unless (A) the
     indemnifying  party  has  agreed  to pay such  fees and  expenses,  (B) the
     indemnifying  party shall have failed to assume the defense of such action,
     suit or  proceeding or to employ  counsel  reasonably  satisfactory  to the
     indemnified  party therein or to pay all expenses  relating  thereto or (C)
     the named parties to any such action or proceeding


                                       16

<PAGE>

     (including any impleaded  parties)  include both the indemnified  party and
     the indemnifying party and the indemnified party shall have been advised by
     counsel  that  there may be one or more  legal  defenses  available  to the
     indemnified party which are different from or additional to those available
     to the  indemnifying  party and which may result in a conflict  between the
     indemnifying  party  and such  indemnified  party (in  which  case,  if the
     indemnified  party  notifies  the  indemnifying  party in writing  that the
     indemnified  party elects to employ separate  counsel at the expense of the
     indemnifying  party,  the  indemnifying  party  shall not have the right to
     assume  the  defense  of  such  action  or  proceeding  on  behalf  of  the
     indemnified  party; it being  understood,  however,  that the  indemnifying
     party shall not, in connection with any one such action, suit or proceeding
     or  separate  but  substantially  similar  or  related  actions,  suits  or
     proceedings  in the  same  jurisdiction  arising  out of the  same  general
     allegations or  circumstances,  be liable for the fees and expenses of more
     than one separate firm of attorneys at any time for the indemnified  party,
     which firm shall be designated in writing by the indemnified party).

          (iv)  Contribution.  If  the  indemnification  provided  for  in  this
     Paragraph  10(e)  from  the   indemnifying   party  is  unavailable  to  an
     indemnified  party  hereunder  in respect of any losses,  claims,  damages,
     liabilities or expenses referred to therein,  then the indemnifying  party,
     in lieu of indemnifying  such  indemnified  party,  shall contribute to the
     amount  paid or  payable  by such  indemnified  party as a  result  of such
     losses, claims, damages,  liabilities or expenses (A) in such proportion as
     is   appropriate  to  reflect  the  relative   benefits   received  by  the
     indemnifying  party on the one hand and the indemnified  party on the other
     or (B) if the  allocation  provided by clause (A) above is not permitted by
     applicable  law, in such  proportion as is  appropriate to reflect not only
     the relative  benefits  received by the indemnifying  party on the one hand
     and the  indemnified  party on the other but also the relative fault of the
     indemnifying  party and  indemnified  party,  as well as any other relevant
     equitable considerations. The relative fault of such indemnifying party and
     the  indemnified  parties  shall be determined by reference to, among other
     things,  whether any action in  question,  including  any untrue or alleged
     untrue  statement  of a material  fact or omission  or alleged  omission to
     state a material fact, has been made by, or relates to information supplied
     by,  such  indemnifying  party or  indemnified  parties,  and the  parties'
     relative  intent,  knowledge,  access to  information  and  opportunity  to
     correct or prevent such action.  The amount paid or payable by a party as a
     result of the losses, claims, damages. liabilities and expenses referred to
     above shall be deemed to include,  subject to the  limitation  set forth in
     Subparagraph  10(e)(v),  any  legal or other  fees or  expenses  reasonably
     incurred by such party in connection with any investigation or proceeding.

     The  parties  hereto  agree  that it  would  not be just and  equitable  if
contribution pursuant to this Subparagraph 10(e)(iv) were determined by pro rata
allocation or by any other method of allocation which does not take into account
the  equitable  considerations  referred  to in  clauses  (A)  and  (B)  of  the
immediately    preceding    paragraph.    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.


                                       17

<PAGE>

          (v) Limitation.  Anything to the contrary  contained in this Paragraph
     10(e) or in  Paragraph  10(f)  notwithstanding,  no holder of  Registerable
     Securities shall be liable for  indemnification  and contribution  payments
     aggregating  an amount in excess of the  maximum  amount  received  by such
     holder  in  connection  with  any  sale  of   Registerable   Securities  as
     contemplated herein.

     (f)  Participation  in  Underwritten  Registration.   No  Rightsholder  may
participate in any underwritten  registration hereunder unless such Rightsholder
(i)  agrees to sell  such  holder's  securities  on the  basis  provided  in any
underwriting  arrangements approved by the persons entitled hereunder to approve
such  arrangements  and to comply with  Regulation  M under the Exchange Act and
(ii) completes and executes all  questionnaires,  appropriate and limited powers
of attorney, escrow agreements,  indemnities,  underwriting agreements and other
documents reasonably required under the terms of such underwriting  arrangement;
provided,  that all such  documents  shall be consistent  with the provisions of
Paragraph 10(d).

11. Redemption.  The Warrants are redeemable by the Company, in whole but not in
part, on not less than 30 days' prior written notice (the "Redemption  Notice"),
at a redemption price (the "Redemption Price") of $.001 per Warrant, at any time
on or after the Warrant  Commencement  Date. The  Warrantholders  will have full
rights to exercise  all  Warrants  subject to the  Redemption  Notice until 5:00
p.m.,  Henderson,  Nevada  time  (the  "Accelerated  Expiration  Time"),  on the
business day immediately  preceding the date (the  "Redemption  Date") fixed for
redemption in the Redemption  Notice.  Notwithstanding  anything to the contrary
contained  in this  Agreement,  (a) the Company  shall have the option,  without
further  compensation  to  the  Warrantholder  other  than  the  payment  of the
Redemption  Price per Warrant,  to cause any or all of those  Warrants  (each, a
"Non-Exercised  Warrant")  which were not  properly  exercised  on or before the
Accelerated Expiration Time to be assigned to one or more third parties (each, a
"Standby Purchaser"), effective immediately following the Accelerated Expiration
Time, for the consideration equal to $.001 per Non-Exercised  Warrant payable to
the Company, and (b) each Standby Purchaser shall have the right to exercise the
Non-  Exercised  Warrants  so  assigned to such  Standby  Purchaser  through the
fourteenth day following the Redemption Date.

12.  Automatic  Modification  of the Terms and Provisions of the Warrants in the
Event of a Registered  Offering of  Securities  of the Company.  Notwithstanding
anything contained in this Warrant Certificate to the contrary,  in the event (a
"Public  Offering")  that, at any time on or prior to the  Expiration  Date, the
Company shall sell and issue warrants (each, a "Public Warrant")  pursuant to an
effective  registration  statement under the Securities Act, whether such Public
Warrants are sold  separately,  as a unit with other  securities of the Company,
together with other securities of the Company or otherwise, then and immediately
upon such sale and issuance,  each Warrant evidenced by this Warrant Certificate
shall  automatically be converted into a Public Warrant, on an one-for-one (1:1)
basis, with the terms and provisions of this Warrant  Certificate  automatically
being  amended  and  modified  in their  entirety  to the terms  and  conditions
governing the Public Warrants.  In the event of a Public Offering,  this Warrant
Certificate  shall be  surrendered  to the  Company or such  agent(s)  as may be
appointed by the Company and whose identity is given by notice to Warrantholder.
Upon surrender of this Warrant Certificate to the Company or to such agent(s) as
may be appointed by the Company,  the  Warrantholder  shall be entitled to a new
warrant


                                       18

<PAGE>

certificate evidencing the Public Warrants as so converted, amended and modified
and this Warrant  Certificate  as so  surrendered  shall be  canceled.  Until so
surrendered,  this Warrant  Certificate will be deemed from and after the Public
Offering,  for all corporate purposes,  to represent solely the right to receive
Public  Warrants  equal to the  number of  Warrants  evidenced  by this  Warrant
Certificate upon surrender of this Warrant Certificate. Notwithstanding anything
to the  contrary  in this  Section  12,  neither the Company nor any other party
shall be liable to Warrantholder or any other party for any amount properly paid
to a public official pursuant to any applicable  abandoned property,  escheat or
similar law.

13. Miscellaneous.  This Warrant Certificate 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.  This  certificate  is deemed to have been  delivered in the State of
Nevada and shall be construed  and enforced in  accordance  with and governed by
the  laws of such  State.  The  headings  in this  Warrant  Certificate  are for
purposes of reference  only, and shall not limit or otherwise  affect any of the
terms hereof.

14.  Expiration.  Unless as  hereinafter  provided,  the right to  exercise  the
Warrants shall expire at the Expiration Time.

Dated: As of January 20, 2000

                                        Crest View Inc.


                                        By:
                                           -------------------------------------
                                           Johnny R. Thomas, President
ATTEST:


----------------------------------------
       Elliot Lutzker, Secretary



                                       19

<PAGE>

                                    EXHIBIT A

                     FORM OF UNDERLYING WARRANT CERTIFICATE


<PAGE>

NEITHER THE WARRANTS  REPRESENTED BY THIS WARRANT  CERTIFICATE NOR THE SHARES OF
COMMON STOCK, OR ANY OTHER  SECURITIES,  ISSUABLE UPON EXERCISE OF SUCH WARRANTS
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH WARRANTS
HAVE BEEN  ACQUIRED,  AND ANY SHARES OF COMMON STOCK,  OR ANY OTHER  SECURITIES,
ISSUABLE  UPON  EXERCISE  OF SUCH  WARRANTS  ARE  REQUIRED TO BE  ACQUIRED,  FOR
INVESTMENT  PURPOSES AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE,  AND MAY NOT
BE SOLD,  ASSIGNED,  PLEDGED,  HYPOTHECATED OR OTHERWISE  TRANSFERRED WITHOUT AN
EFFECTIVE  REGISTRATION STATEMENT FOR SUCH WARRANTS AND/OR SUCH SHARES, OR OTHER
SECURITIES,  UNDER THE SECURITIES ACT OF 1933, AS AMENDED,  AND APPLICABLE STATE
SECURITIES  LAWS OR AN  OPINION OF  COUNSEL  SATISFACTORY  TO THE ISSUER OF SUCH
WARRANTS AND SUCH SHARES, OR OTHER  SECURITIES,  TO THE EFFECT THAT REGISTRATION
IS NOT REQUIRED UNDER SUCH ACT AND SUCH STATE SECURITIES LAWS.

                    VOID AFTER 5:00 P.M. ON JANUARY 19, 2005

                                 CREST VIEW INC.
                               WARRANT CERTIFICATE

              __________ Redeemable Common Stock Purchase Warrants


                                                               Henderson, Nevada
Warrant Certificate No. OIB-____                             _____________, 200_

     THIS IS TO CERTIFY THAT, for value  received,  ____________________________
("Warrantholder")  is the  registered  owner of the number of redeemable  common
stock  purchase  warrants  (each,  a  "Warrant")  of Crest View  Inc.,  a Nevada
corporation (the "Company"),  set forth above,  each Warrant entitling the owner
thereof to purchase from the Company,  at a purchase  price of $9.00 per Warrant
(the "Purchase  Price"),  at any time on or after January 20, 2000 (the "Warrant
Commencement Date") and terminating at 5:00 p.m., New York City time, on January
19, 2005 (the "Expiration  Time"),  one duly authorized,  validly issued,  fully
paid and non-assessable share (each, a "Warrant Share") of the common stock, par
value $.001 per share ("Common Stock"), of the Company, all subject to the terms
and  conditions  contained  herein.  The number of  Warrants  evidenced  by this
Warrant  Certificate  (and  the  number  and  kind of  securities  which  may be
purchased  upon  exercise  hereof) set forth above,  and the Purchase  Price per
share set forth  above,  are as of the date  hereof.  As  provided  herein,  the
Purchase  Price and the number of shares of Common Stock,  or other  securities,
which may be  purchased  upon the  exercise of the  Warrants  evidenced  by this
Warrant  Certificate  are,  upon the  happening  of certain  events,  subject to
modification and adjustment. As also provided herein, the Warrants are, upon the
happening of certain events, subject to redemption.


                                      A - 1

<PAGE>

     This Warrant Certificate,  together with any warrant  certificate(s) issued
in replacement or substitution hereof (as provided for herein) evidencing all or
part of the Warrants  evidenced hereby, are sometimes  collectively  referred to
herein as the "Warrant Certificates."

     The rights of the registered  holder of this Warrant  Certificate  shall be
subject to the following further terms and conditions:

1. Exercise of Warrants.

     (a) The Warrants  may be  exercised,  in whole or in part,  at any time and
from time to time,  during the period  commencing on the  Commencement  Date and
terminating at the Expiration  Time by  surrendering  this Warrant  Certificate,
with the purchase form provided for herein duly executed by the Warrantholder or
by the Warrantholder's duly authorized attorney-in-fact, at the principal office
of the Company, presently located at 1700 West Horizon Ridge Parkway, Henderson,
Nevada  89012,  or at such other  office or agency in the  United  States as the
Company  may  designate  by notice in  writing to the  Warrantholder  (in either
event,  the "Company  Offices"),  accompanied by payment in full,  either in the
form of cash,  bank cashier's  check or certified  check payable to the order of
the Company,  of the  Purchase  Price  payable in respect of the Warrants  being
exercised.  If fewer than all of the Warrants are exercised,  the Company shall,
upon each  exercise  prior to the  Expiration  Time,  execute and deliver to the
Warrantholder a new Warrant Certificate (dated as of the date hereof) evidencing
the balance of the Warrants that remain exercisable.

     (b) On the day  immediately  following the date of a valid  exercise of any
Warrants,  the Warrantholder  exercising same shall be deemed to have become the
holder of record  for all  purposes  of the  Warrant  Shares to which such valid
exercise relates.

     (c) As soon as  practicable,  but not in  excess  of ten  days,  after  the
exercise of all or part of the Warrants  evidenced by this Warrant  Certificate,
the Company, at its expense (including the payment by it of any applicable issue
taxes),  will  cause  to  be  issued  in  the  name  of  and  delivered  to  the
Warrantholder, or such other party identified in the purchase form, certificates
evidencing  the  number  of duly  authorized,  validly  issued,  fully  paid and
non-assessable  Warrant Shares to which the  Warrantholder,  or such other party
identified in the purchase form, shall be entitled upon such exercise.

     (d) No certificates for fractional  Warrant Shares shall be issued upon the
exercise of any of the Warrants but, in lieu thereof,  the Company  shall,  upon
exercise of all the  Warrants,  round up any  fractional  Warrant  Shares to the
nearest whole share of Common Stock.

2. Issuance of Common Stock and Warrants;  Reservation  of Warrant  Shares.  The
Company covenants and agrees that:

     (a) all Warrant Shares which may be issued upon the exercise of all or part
of the Warrants  will,  upon  issuance in accordance  with the terms hereof,  be
validly issued, fully paid and non-assessable and free from all taxes, liens and
charges with respect to the issue thereof;


                                      A - 2

<PAGE>

     (b) at all times  prior to the  Expiration  Time,  the  Company  shall keep
reserved for issuance a sufficient  number of authorized  shares of Common Stock
to  permit  the  exercise  in full of the  Warrants  evidenced  by this  Warrant
Certificate; and

     (c) if any shares of Common  Stock to be  reserved  for the  purpose of the
issuance of Warrant  Shares upon the exercise of Warrants  require  registration
with, or approval of, any governmental  authority under any federal or state law
before such shares may be validly issued or delivered  upon  exercise,  then the
Company will promptly use its best efforts to effect such registration or obtain
such approval, as the case may be.

3.  Adjustments  of Purchase  Price,  Number and Character of Warrant Shares and
Number of  Warrants.  The  Purchase  Price,  the number  and kind of  securities
purchasable  upon the  exercise of each Warrant  shall be subject to  adjustment
from time to time upon the happening of the events enumerated in this Section 3.

     (a) Stock  Dividends,  Subdivisions and  Combinations.  In case the Company
shall  at any time on or  after  the  Commencement  Date  and on or  before  the
Expiration Time:

          (i) pay a dividend in shares of Common Stock or make a distribution in
     shares  of  Common  Stock  or  such  other  stock  to  holders  of all  its
     outstanding shares of Common Stock;

          (ii)  subdivide or reclassify the  outstanding  shares of Common Stock
     into a greater number of shares;

          (iii)  combine the  outstanding  shares of Common Stock into a smaller
     number of shares of Common Stock; or

          (iv) issue by  reclassification  of its shares of Common  Stock  other
     securities  of  the  Company  (including  any  such   reclassification   in
     connection  with a  consolidation  or merger in which  the  Company  is the
     continuing corporation);

then the number and kind of Warrant  Shares  purchasable  upon  exercise of each
Warrant  outstanding  immediately  prior  thereto  shall be adjusted so that the
Warrantholder  shall be  entitled  to  receive  the kind and number of shares of
Common Stock or other  securities of the Company which the  Warrantholder  would
have owned or have been  entitled to receive  after the  happening of any of the
events described above had such Warrant been exercised in full immediately prior
to the  earlier of the  happening  of such  event or any record  date in respect
thereto.  In the  event  of any  adjustment  of the  number  of  Warrant  Shares
purchasable upon the exercise of each then outstanding  Warrant pursuant to this
Paragraph 3(a), the Purchase Price shall be adjusted to be the amount  resulting
from dividing the number of shares of Common Stock (including  fractional shares
of Common Stock) covered by such Warrant  immediately after such adjustment into
the total amount payable upon exercise of such Warrant in full immediately prior
to such  adjustment.  An adjustment  made pursuant to this  Paragraph 3(a) shall
become effective immediately after the effective date of such event


                                      A - 3

<PAGE>

retroactive to the record date for any such event. Such adjustment shall be made
successively whenever any event listed above shall occur.

     (b)  Extraordinary  Dividends.  In case the Company shall at any time on or
after the  Commencement  Date and on or before the Expiration  Time fix a record
date for the  issuance  of rights,  options,  or  warrants to all holders of its
outstanding shares of Common Stock, entitling them (for a period expiring within
45 days after such record  date) to subscribe  for or purchase  shares of Common
Stock (or  securities  exchangeable  for or  convertible  into  shares of Common
Stock) at a price per share of Common Stock (or having an exchange or conversion
price per share of Common Stock, with respect to a security  exchangeable for or
convertible  into shares of Common Stock) which is lower than the current Market
Price per share of Common  Stock (as  defined in  Paragraph  3(d) below) on such
record  date,  then the  Purchase  Price shall be adjusted  by  multiplying  the
Purchase Price in effect immediately prior to such record date by a fraction, of
which  (i)  the  numerator  shall  be the  number  of  shares  of  Common  Stock
outstanding  on such record date plus the number of shares of Common Stock which
the aggregate offering price of the total number of shares of Common Stock so to
be  offered  (or the  aggregate  initial  exchange  or  conversion  price of the
exchangeable or convertible  securities so to be offered) would purchase at such
current Market Price and (ii) the  denominator  shall be the number of shares of
Common  Stock  outstanding  on such  record  date plus the number of  additional
shares of Common Stock to be offered for subscription or purchase (or into which
the  exchangeable  or  convertible  securities  so to be offered  are  initially
exchangeable  or  convertible).  Such adjustment  shall become  effective at the
close of  business on such record  date;  however,  to the extent that shares of
Common  Stock (or  securities  exchangeable  for or  convertible  into shares of
Common Stock) are not delivered after the expiration of such rights, options, or
warrants,  the  Purchase  Price shall be  readjusted  (but only with  respect to
Warrants exercised after such expiration) to the Purchase Price which would then
be in effect had the adjustments made upon the issuance of such rights, options,
or warrants been made upon the basis of delivery of only the number of shares of
Common  Stock (or  securities  exchangeable  for or  convertible  into shares of
Common Stock) actually issued.  In case any subscription  price may be paid in a
consideration part or all of which shall be in a form other than cash, the value
of such  consideration  shall be as  determined  in good  faith by the  Board of
Directors  of the Company and shall be  described  in a statement  mailed to the
Warrantholder.  Shares of Common  Stock  owned by or held for the account of the
Company shall not be deemed outstanding for the purpose of any such computation.

     (c) Extraordinary Distributions.  In case the Company shall, at any time on
or after the Commencement Date and on or before the Expiration Time,  distribute
to all holders of its shares of Common Stock  (including  any such  distribution
made in connection  with a  consolidation  or merger in which the Company is the
surviving  corporation)  evidences of its indebtedness or assets (excluding cash
dividends and  distributions  payable out of  consolidated  net income or earned
surplus in accordance with Delaware law and dividends or  distributions  payable
in shares of stock  described in Paragraph  3(a) above) or rights,  options,  or
warrants or  exchangeable  or  convertible  securities  containing  the right to
subscribe for or purchase shares of Common Stock (or securities exchangeable for
or convertible  into shares of Common  Stock),  then the Purchase Price shall be
adjusted by multiplying  the Purchase Price in effect  immediately  prior to the
record  date for such  distribution  by a fraction,  of which (i) the  numerator
shall be the current Market Price per share of


                                      A - 4

<PAGE>

Common Stock (as defined in Paragraph  3(d)) on such record date,  less the fair
market  value (as  determined  in good  faith by the Board of  Directors  of the
Company,  whose determination shall be conclusive,  and described in a notice to
the Warrantholders) of the portion of the evidences of indebtedness or assets so
to be distributed or of such rights, options or warrants applicable to one share
of Common Stock and (ii) the denominator  shall be such current Market Price per
share  of  Common  Stock.  Such  adjustment  shall  be made  whenever  any  such
distribution  is made,  and shall become  effective on the date of  distribution
retroactive to the record date for such transaction.

     (d) Current Market Price Defined.  For the purpose of any computation under
Paragraphs  3(b) and/or 3(c), the current Market Price per share of Common Stock
at any date shall be deemed to be the average  daily Closing Price of the shares
of Common Stock for twenty  consecutive  trading days ending within fifteen days
before the date in question.  The term  "Closing  Price" of the shares of Common
Stock for a day or days shall mean (i) if the shares of Common  Stock are listed
or admitted for trading on a national  securities  exchange,  the last  reported
sales price  regular way, or, in case no such  reported sale takes place on such
day or days,  the average of the reported  closing bid and asked prices  regular
way, in either case on the principal national  securities  exchange on which the
shares of the Common Stock are listed or admitted  for  trading,  or (ii) if the
shares of Common  Stock are not  listed or  admitted  for  trading on a national
securities exchange,  (A) the last transaction price for the Common Stock on The
Nasdaq  Stock Market  ("Nasdaq")  or, in the case no such  reported  transaction
takes  place on such day or days,  the average of the  reported  closing bid and
asked prices thereof quoted on Nasdaq,  or (B) if the shares of Common Stock are
not quoted on Nasdaq,  the average of the  closing  bid and asked  prices of the
Common Stock as quoted on the Over-The-Counter  Bulletin Board maintained by the
National Association of Securities Dealers,  Inc. (the "Bulletin Board"), or (C)
if the  shares of  Common  Stock are not  quoted on Nasdaq  nor on the  Bulletin
Board,  the average of the closing bid and asked  prices of the common  stock in
the  over-the-  counter  market,  as  reported  by The Pink  Sheets,  LLC, or an
equivalent  generally accepted reporting service, or (iii) if on any such day or
days the shares of Common Stock are not listed on a national securities exchange
nor quoted on Nasdaq, on the Bulletin Board or by The Pink Sheets, LLC, the fair
market value of the shares of Common Stock on such day or days, as determined in
good faith by the Board of Directors of the Company, shall be used.

     (e) Capital  Reorganizations  and Other  Reclassifications.  In case of any
capital  reorganization of the Company, or of any reclassification of the shares
of Common Stock (other than a  reclassification,  subdivision  or combination of
shares  of  Common  Stock  referred  to in  Paragraph  3(a)),  or in case of the
consolidation  of the Company with, or the merger of the Company with, or merger
of the Company into, any other corporation (other than a reclassification of the
shares of Common  Stock  referred to in  Paragraph  3(a) or a  consolidation  or
merger  which  does  not  result  in  any  reclassification  or  change  of  the
outstanding  shares of Common Stock) or of the sale of the properties and assets
of the Company as, or substantially  as, an entirety to any other corporation or
entity  occurring  on or  after  the  Commencement  Date  and on or  before  the
Expiration  Time,  each  Warrant  shall,  after  such  capital   reorganization,
reclassification of shares of Common Stock,  consolidation,  merger, or sale, be
exercisable,   upon  the  terms  and   conditions   specified  in  this  Warrant
Certificate,  for the kind,  amount  and  number of shares or other  securities,
assets,  or cash to which a holder of the  number  of  shares  of  Common  Stock
purchasable  (at the time of such capital  reorganization,  reclassification  of
shares of Common Stock, consolidation, merger or sale) upon


                                      A - 5

<PAGE>

exercise of such Warrant  would have been  entitled to receive upon such capital
reorganization,  reclassification  of  shares of  Common  Stock,  consolidation,
merger, or sale; and in any such case, if necessary, the provisions set forth in
this  Section 3 with  respect  to the  rights and  interests  thereafter  of the
Warrantholder shall be appropriately adjusted so as to be applicable,  as nearly
equivalent  as  possible,  to any shares or other  securities,  assets,  or cash
thereafter  deliverable  on the exercise of the Warrants.  The Company shall not
effect  any  such   consolidation,   merger,   or  sale,   unless  prior  to  or
simultaneously with the consummation thereof the successor corporation or entity
(if other than the Company)  resulting from such  consolidation or merger or the
corporation or entity purchasing such assets or other appropriate corporation or
entity shall assume,  by written  instrument,  the  obligation to deliver to the
Warrantholder  such shares,  securities,  assets, or cash as, in accordance with
the foregoing provisions, such holders may be entitled to purchase and the other
obligations hereunder.  The subdivision or combination of shares of Common Stock
at any time  outstanding  into a greater or lesser number of shares shall not be
deemed to be a  reclassification  of the shares of Common  Stock for purposes of
this Paragraph 3(e).

     (f) Minimum Adjustment.  Except as hereinafter  provided,  no adjustment of
the  Purchase  Price  hereunder  shall be made if such  adjustment  results in a
change of the  Purchase  Price then in effect of less than five cents ($.05) per
share.  Any  adjustment of less than five cents ($.05) per share of any Purchase
Price  shall be carried  forward  and shall be made at the time of and  together
with any subsequent adjustment which, together with adjustment or adjustments so
carried forward,  amounts to five cents ($.05) per share or more. However,  upon
exercise  of this  Warrant  Certificate,  the Company  shall make all  necessary
adjustments (to the nearest cent) not theretofore  made to the Purchase Price up
to and  including  the  effective  date upon which this Warrant  Certificate  is
exercised.

     (g) Notice of  Adjustments.  Whenever the Purchase  Price shall be adjusted
pursuant to this Section 3, the Company  shall  promptly  deliver a  certificate
signed by the President or a Vice President and by the Chief Financial  Officer,
Treasurer or an Assistant  Treasurer or the Secretary or an Assistant  Secretary
of the Company,  setting forth,  in reasonable  detail,  the event requiring the
adjustment,  the amount of the  adjustment,  the method by which such adjustment
was  calculated  (including  a  description  of the  basis on which the Board of
Directors of the Company made any determination  hereunder), by first class mail
postage prepaid to each Warrantholder.

     (h)  Adjustments to Other  Securities.  In the event that at any time, as a
result of an adjustment made pursuant to this Section 3, the Warrantholder shall
become  entitled to purchase any shares or  securities of the Company other than
the  shares of Common  Stock,  thereafter  the  number of such  other  shares or
securities so  purchasable  upon exercise of each Warrant and the purchase price
for such shares or securities  shall be subject to adjustment  from time to time
in a manner and on terms as nearly equivalent as possible to the provisions with
respect to the shares of Common Stock contained in Paragraphs  3(a), 3(b), 3(c),
and 3(e).

     (i) Deferral of Issuance of Additional Shares in Certain Circumstances.  In
any case in  which  this  Section  3 shall  require  that an  adjustment  in the
Purchase Price be made effective as of a record date for a specified  event, the
Company may elect to defer  until the  occurrence  of such event  issuing to the
holder of a Warrant exercised after such record date the shares of Common


                                      A - 6

<PAGE>

Stock, if any, issuable upon such exercise over and above the Warrant Shares, if
any,  issuable upon such  exercise on the basis of the Purchase  Price in effect
prior to such adjustment;  provided,  however, that the Company shall deliver as
soon as  practicable to such holder a due bill or other  appropriate  instrument
provided  by  the  Company  evidencing  such  holder's  right  to  receive  such
additional  shares of Common Stock upon the  occurrence  of the event  requiring
such adjustment.

     (j) Company Right to Reduce the Purchase  Price.  Notwithstanding  anything
contained  in this  Warrant  Certificate  to the  contrary,  the Company has the
right,  exercisable in the Company's sole  discretion,  at any time prior to the
Expiration  Time, and from time to time, on not less than 30 days' prior written
notice (each, a "Reduced  Purchase Price Notice"),  to reduce the Purchase Price
as then in effect; provided that the period in which such reduced Purchase Price
shall be in effect  shall be for no less than  fifteen nor more than 90 days and
such period shall be clearly identified in the Reduced Purchase Price Notice.

4.  Definition of Common Stock.  The Common Stock  issuable upon exercise of the
Warrants shall be the Common Stock as constituted on January 20, 2000, except as
otherwise provided in Section 3.

5. Replacement of Warrant  Certificates.  If this Warrant  Certificate  shall be
lost,  stolen,  mutilated or destroyed,  the Company shall,  on such terms as to
indemnity or otherwise as the Company may in its discretion  reasonably  impose,
issue a new certificate of like tenor or date  representing in the aggregate the
right to  subscribe  for and purchase the number of shares of Common Stock which
may be subscribed for and purchased  hereunder.  Any such new certificate  shall
constitute an original contractual obligation of the Company, whether or not the
allegedly lost, stolen,  mutilated or destroyed Warrant  Certificate shall be at
any time enforceable by anyone.

6.  Registration.  This  Warrant  Certificate,  as  well  as all  other  warrant
certificates  representing Warrants shall be numbered and shall be registered in
a register (the "Warrant  Register")  maintained at the Company  Offices as they
are  issued.  The  Warrant  Register  shall  list the name,  address  and Social
Security or other Federal  Identification Number, if any, of all Warrantholders.
The Company  shall be entitled  to treat the  Warrantholder  as set forth in the
Warrant  Register as the owner in fact of the Warrants as set forth  therein for
all purposes and shall not be bound to recognize any equitable or other claim to
or interest in such Warrants on the part of any other  person,  and shall not be
liable for any registration of transfer of Warrants that are registered or to be
registered in the name of a fiduciary or the nominee of a fiduciary  unless made
with the actual  knowledge that a fiduciary or nominee is committing a breach of
trust in requesting  such  registration  of transfer,  or with such knowledge of
such facts that its participation therein amounts to bad faith.

7. Transfer.  NEITHER THE WARRANTS  REPRESENTED BY THIS WARRANT  CERTIFICATE NOR
THE SHARES OF COMMON STOCK, OR ANY OTHER  SECURITIES,  ISSUABLE UPON EXERCISE OF
SUCH WARRANTS HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
SUCH WARRANTS HAVE BEEN ACQUIRED,  AND ANY SHARES OF COMMON STOCK,  OR ANY OTHER
SECURITIES, ISSUABLE UPON EXERCISE OF SUCH WARRANTS ARE REQUIRED TO BE ACQUIRED,
FOR INVESTMENT PURPOSES AND NOT WITH A


                                      A - 7

<PAGE>

VIEW  TO  DISTRIBUTION  OR  RESALE,  AND  MAY NOT BE  SOLD,  ASSIGNED,  PLEDGED,
HYPOTHECATED  OR  OTHERWISE   TRANSFERRED  WITHOUT  AN  EFFECTIVE   REGISTRATION
STATEMENT FOR SUCH WARRANTS AND/OR SUCH SHARES, OR OTHER  SECURITIES,  UNDER THE
SECURITIES ACT OF 1933, AS AMENDED,  AND APPLICABLE  STATE SECURITIES LAWS OR AN
OPINION OF COUNSEL  SATISFACTORY TO THE ISSUER OF SUCH WARRANTS AND SUCH SHARES,
OR OTHER SECURITIES,  TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER SUCH
ACT AND SUCH STATE SECURITIES LAWS.

8. Exchange of Warrant  Certificates.  This Warrant Certificate may be exchanged
for another certificate or certificates  entitling the Warrantholder  thereof to
purchase a like aggregate  number of Warrant Shares as this Warrant  Certificate
entitles such Warrantholder to purchase. A Warrantholder desiring to so exchange
this Warrant  Certificate  shall make such  request in writing  delivered to the
Company, and shall surrender this Warrant Certificate therewith.  Thereupon, the
Company  shall  execute  and  deliver  to  the  person  entitled  thereto  a new
certificate or certificates, as the case may be, as so requested.

9. Notices. All notices and other  communications  hereunder shall be in writing
and shall be deemed given when  delivered  in person,  against  written  receipt
therefor, or two days after being sent, by registered or certified mail, postage
prepaid, return receipt requested, and, if to the Warrantholder, at such address
as is shown on the Warrant  Register or as may otherwise may have been furnished
to the Company in writing in accordance with this Section 9 by the Warrantholder
and,  if to the  Company,  at the Company  Offices or such other  address as the
Company shall give notice thereof to the  Warrantholder  in accordance with this
Section 9.

10. Registration Rights.

     (a) Defined  Terms.  As used in this  Section 10, terms  defined  elsewhere
herein shall have their assigned  meanings and each of the following terms shall
have the  following  meanings  (such  definitions  to be  applicable to both the
plural and singular of the terms defined):

          (i) Registerable Securities.  The term "Registerable Securities" shall
     mean any of the Warrant Shares or other  securities  issuable upon exercise
     of any of the  Warrants.  For the purposes of this  Section 10,  securities
     will cease to be Registerable  Securities when (A) a registration statement
     under the  Securities  Act of 1933,  as  amended  (the  "Securities  Act"),
     covering such Registerable  Securities has been declared  effective and (1)
     such  Registerable  Securities  have  been  disposed  of  pursuant  to such
     effective  registration  statement or (2) such  registration  statement has
     remained   effective  for  270  consecutive  days,  (B)  such  Registerable
     Securities are  distributed to the public pursuant to the Securities Act or
     pursuant  to  an  exemption  from  the  registration  requirements  of  the
     Securities  Act,  including,   without  limitation,   Rules  144  and  144A
     promulgated  under the Securities Act or (C) such  Registerable  Securities
     have  been  otherwise  transferred  and the  Company,  in  accordance  with
     applicable law and  regulations,  has delivered new  certificates  or other
     evidences of  ownership  for such  securities  which are not subject to any
     stop transfer order or other restriction on transfer.


                                      A - 8

<PAGE>

          (ii)  Rightsholders.   The  term  "Rightsholders"  shall  include  the
     Warrantholder,  all  successors and assigns of the  Warrantholders  and all
     transferees of Registerable  Securities  where such transfer  affirmatively
     includes   the   transfer   and   assignment   of   the   rights   of   the
     transferor-Warrantholder   under  this   Agreement   with  respect  to  the
     transferred  Registerable  Securities and such transferee agrees in writing
     to assume all of the transferor-Warrantholder's agreements, obligations and
     liabilities   under  this  Article  10  with  respect  to  the  transferred
     Registerable Securities.

          (iii)  Interpretations  of Terms.  The words  "hereof,"  "herein"  and
     "hereunder"  and words of similar import when used in this Section 10 shall
     refer to this Section 10 as a whole and not to any particular  provision of
     this Section 10, and subsection,  paragraph,  clause,  schedule and exhibit
     references are to this Section 10 unless otherwise specified.

     (b) Piggy-Back Registration.

          (i) If, at any time on or after  the six  months  after the  effective
     date of a registration  statement  under the Securities Act with respect to
     any shares of Common Stock and on or prior to two years from the Expiration
     Time,  the Company  proposes  to file a  registration  statement  under the
     Securities  Act with  respect to an  offering  by the  Company or any other
     party  of  any  class  of  equity  security  similar  to  any  Registerable
     Securities  (other than a registration  statement on Form S-4 or S-8 or any
     successor form or a registration  statement filed solely in connection with
     an exchange  offer,  a business  combination  transaction or an offering of
     securities  solely  to  the  existing  stockholders  or  employees  of  the
     Company),  then the  Company,  on each such  occasion,  shall give  written
     notice (each, a "Company Piggy-Back Notice") of such proposed filing to all
     of the Rightsholders  owning Registerable  Securities at least fifteen days
     before the anticipated filing date of such registration statement, and such
     Company  Piggy-Back  Notice  also  shall  be  required  to  offer  to  such
     Rightsholders   the  opportunity  to  register  such  aggregate  number  of
     Registerable  Securities as each such  Rightsholder may request.  Each such
     Rightsholder   shall  have  the  right,   exercisable  for  the  five  days
     immediately  following  the  giving of a Company  Piggy-  Back  Notice,  to
     request,  by written notice (each, a "Holder  Notice") to the Company,  the
     inclusion  of all or any  portion of the  Registerable  Securities  of such
     Rightsholders  in  such  registration  statement.  The  Company  shall  use
     reasonable  efforts  to cause the  managing  underwriter(s)  of a  proposed
     underwritten   offering  to  permit  the  inclusion  of  the   Registerable
     Securities   which  were  the  subject  of  all  Holder   Notices  in  such
     underwritten  offering  on the same  terms and  conditions  as any  similar
     securities of the Company included therein. Notwithstanding anything to the
     contrary  contained  in  this  Subparagraph   10(b)(i),   if  the  managing
     underwriter(s) of such underwritten  offering or any proposed  underwritten
     offering  delivers a written opinion to the  Rightsholders  of Registerable
     Securities  which were the  subject of all  Holder  Notices  that the total
     amount and kind of securities  which they, the Company and any other person
     intend to include in such offering is such as to  materially  and adversely
     affect the success of such  offering,  then the amount of  securities to be
     offered for the accounts of such  Rightsholders  and persons other than the
     Company  shall be  eliminated  or reduced  pro rata (based on the amount of
     securities owned by such Rightsholders and


                                      A - 9

<PAGE>

     other persons which carry  registration  rights) to the extent necessary to
     reduce the total amount of  securities  to be included in such  offering to
     the amount  recommended  by such  managing  underwriter(s)  in the managing
     underwriter's written opinion.

          (ii) Number of Piggy-Back Registrations;  Expenses. The obligations of
     the Company under this  Paragraph  10(b) shall be unlimited with respect to
     each Rightsholder. Subject to the provisions of Paragraph 10(d) hereof, the
     Company  will  pay  all  Registration   Expenses  in  connection  with  any
     registration of Registerable Securities effected pursuant to this Paragraph
     10(b),  but the  Company  shall not be  responsible  for the payment of any
     underwriter's  discount,  commission  or selling  concession  in connection
     therewith.

          (iii)   Withdrawal   or   Suspension   of   Registration    Statement.
     Notwithstanding anything contained to the contrary in this Paragraph 10(b),
     the Company  shall have the  absolute  right,  whether  before or after the
     giving of a Company Piggy-Back Notice or Holder Notice, to determine not to
     file a  registration  statement to which the  Rightsholders  shall have the
     right to include their  Registerable  Securities  therein  pursuant to this
     Paragraph  10(b),  to withdraw such  registration  statement or to delay or
     suspend pursuing the effectiveness of such registration  statement.  In the
     event of such a  determination  after the  giving  of a Company  Piggy-Back
     Notice,  the  Company  shall  give  notice  of  such  determination  to all
     Rightsholders  and,  thereupon,  (A) in the case of a determination  not to
     register or to withdraw such registration  statement,  the Company shall be
     relieved of its obligation  under this  Paragraph  10(b) to register any of
     the Registerable Securities in connection with such registration and (B) in
     the case of a determination to delay the registration, the Company shall be
     permitted to delay or suspend the  registration of Registerable  Securities
     pursuant  to this  Paragraph  10(b) for the same period as the delay in the
     registration of such other securities.  No registration effected under this
     Paragraph  10(b) shall relieve the Company of its  obligation to effect any
     registration  upon demand  otherwise  granted to a  Rightsholder  under any
     other agreement with the Company.

     (c) Registration Procedures.

          (i)  Obligations of the Company.  The Company will, in connection with
     any  registration  pursuant to Paragraph 10(b) hereof,  as expeditiously as
     possible:

               (A) prepare and file with the Commission a registration statement
          under  the  Securities  Act  on any  appropriate  form  chosen  by the
          Company,  in the Company's sole  discretion,  which shall be available
          for the sale of all  Registerable  Securities in  accordance  with the
          intended method(s) of distribution thereof set forth in all applicable
          Holder  Notices,  and use the Company's  commercially  reasonable best
          efforts to cause such  registration  statement to become  effective as
          soon  thereafter as reasonably  practicable  but in no event more than
          100 days after receipt of such notices or requests; provided, that, at
          least five  business  days before  filing with the  Commission of such
          registration statement, the Company shall furnish to each Rightsholder
          whose  Registerable  Securities  are included  therein draft copies of
          such  registration  statement,  including  all  exhibits  thereto  and
          documents incorporated


                                     A - 10

<PAGE>

          by reference  therein,  and, upon the  reasonable  request of any such
          Rightsholder,  shall continue to provide  drafts of such  registration
          statement until filed,  and, after such filing,  the Company shall, as
          diligently as  practicable,  provide to each such  Rightsholders  such
          number of copies of such  registration  statement,  each amendment and
          supplement  thereto,  the  prospectus  included  in such  registration
          statement  (including  each  preliminary  prospectus),   all  exhibits
          thereto and documents incorporated by reference therein and such other
          documents  as such  Rightsholder  may  reasonably  request in order to
          facilitate the  disposition of the  Registerable  Securities  owned by
          such  Rightsholder  and  included  in  such  registration   statement;
          provided,  further, the Company shall modify or amend the registration
          statement as it relates to such  Rightsholder as reasonably  requested
          by such Rightsholder on a timely basis, and shall reasonably  consider
          other  changes to the  registration  statement  (but not including any
          exhibit or  document  incorporated  therein by  reference)  reasonably
          requested  by such  Rightsholder  on a timely  basis,  in light of the
          requirements  of the Securities Act and any other  applicable laws and
          regulations; and provided, further, that the obligation of the Company
          to effect such registration  and/or cause such registration  statement
          to become effective, may be postponed for (1) such period of time when
          the  financial  statements  of the Company  required to be included in
          such registration  statement are not available (due solely to the fact
          that such financial  statements  have not been prepared in the regular
          course  of  business  of the  Company)  or (2)  any  other  bona  fide
          corporate purpose, but then only for a period not to exceed 90 days;

               (B)  prepare and file with the  Commission  such  amendments  and
          post-effective  amendments  to a  registration  statement  as  may  be
          necessary to keep such registration statement effective for up to nine
          months;  and cause the related  prospectus to be  supplemented  by any
          required prospectus supplement,  and as so supplemented to be filed to
          the  extent  required  pursuant  to Rule  424  promulgated  under  the
          Securities Act, during such nine-month  period;  and otherwise  comply
          with  the  provisions  of  the  Securities  Act  with  respect  to the
          disposition   of  all   Registerable   Securities   covered   by  such
          registration statement during the applicable period in accordance with
          the intended method(s) of disposition of such Registerable  Securities
          set forth in such registration statement,  prospectus or supplement to
          such prospectus;

               (C) notify the Rightsholders  whose  Registerable  Securities are
          included   in   such   registration   statement   and   the   managing
          underwriter(s),  if any,  of an  underwritten  offering  of any of the
          Registerable Securities included in such registration  statement,  and
          confirm  such  advice  in  writing,  (1)  when  a  prospectus  or  any
          prospectus supplement or post-effective amendment has been filed, and,
          with  respect  to  a  registration  statement  or  any  post-effective
          amendment,  when the same has become effective,  (2) of any request by
          the  Commission  for  amendments  or  supplements  to  a  registration
          statement or related prospectus or for additional information,  (3) of
          the  issuance  by the  Commission  of any stop  order  suspending  the
          effectiveness  of a  registration  statement or the  initiation of any
          proceedings for that purpose,  (4) if at any time the  representations
          and warranties of the Company


                                     A - 11

<PAGE>

          contemplated by subclause (J)(1) of Subparagraph 10(c)(i) hereof cease
          to be true and  correct,  (5) of the  receipt  by the  Company  of any
          notification  with respect to the suspension of the  qualification  of
          any of the Registerable Securities for sale in any jurisdiction or the
          initiation or  threatening  of any proceeding for such purpose and (6)
          of the  happening of any event which makes any  statement  made in the
          registration  statement,  the prospectus or any document  incorporated
          therein  by  reference  untrue  or which  requires  the  making of any
          changes  in the  registration  statement  or  prospectus  so that such
          registration   statement,   prospectus  or  document  incorporated  by
          reference  will not contain any untrue  statement of material  fact or
          omit to state any  material  fact  required  to be stated  therein  or
          necessary to make the statements therein not misleading;

               (D) make reasonable efforts to obtain the withdrawal of any order
          suspending the  effectiveness  of such  registration  statement at the
          earliest possible moment and to prevent the entry of such an order;

               (E)  use   reasonable   efforts  to   register   or  qualify  the
          Registerable  Securities included in such registration statement under
          such other  securities or blue sky laws of such  jurisdictions  as any
          Rightsholder  whose  Registerable  Securities  are  included  in  such
          registration  statement  reasonably requests in writing and do any and
          all other acts and  things  which may be  necessary  or  advisable  to
          enable  such  Rightsholder  to  consummate  the  disposition  in  such
          jurisdictions  of such  Registerable  Securities;  provided,  that the
          Company  will not be required to (1) qualify  generally to do business
          in any  jurisdiction  where it would  not  otherwise  be  required  to
          qualify but for this clause (E), (2) subject itself to taxation in any
          such  jurisdiction  or (3) take any action  which would  subject it to
          general service of process in any such jurisdiction;

               (F) make  available  for  inspection by each  Rightsholder  whose
          Registerable  Securities  are  included  in  such  registration,   any
          underwriter(s)  participating  in any  disposition  pursuant  to  such
          registration statement,  and any representative,  agent or employee of
          or  attorney  or  accountant  retained  by any  such  Rightsholder  or
          underwriter(s)  (collectively,  the  "Inspectors"),  all financial and
          other  records,  pertinent  corporate  documents and properties of the
          Company (collectively, the "Records") as shall be reasonably necessary
          to enable  them to exercise  their due  diligence  responsibility  (or
          establish a due diligence defense), and cause the officers,  directors
          and  employees  of the  Company to supply all  information  reasonably
          requested by any such Inspector in connection  with such  registration
          statement;  provided,  that records which the Company  determines,  in
          good faith,  to be  confidential  and which it notifies the Inspectors
          are confidential shall not be disclosed by the Inspectors,  unless (1)
          the release of such Records is ordered pursuant to a subpoena or other
          order from a court of competent  jurisdiction or (2) the disclosure of
          such Records is required by any  applicable  law or  regulation or any
          governmental  regulatory body with jurisdiction over such Rightsholder
          or  underwriter;   provided,   further,   that  such  Rightsholder  or
          underwriter(s) agree that


                                     A - 12

<PAGE>

          such Rightsholder or underwriter(s) will, upon learning the disclosure
          of such Records is sought in a court of competent  jurisdiction,  give
          notice to the Company and allow the Company, at the Company's expense,
          to undertake  appropriate  action to prevent disclosure of the Records
          deemed confidential;

               (G) cooperate with the Rightsholder whose Registerable Securities
          are  included  in  such   registration   statement  and  the  managing
          underwriter(s),  if any,  to  facilitate  the timely  preparation  and
          delivery of certificates  representing  Registerable  Securities to be
          sold thereunder,  not bearing any restrictive legends, and enable such
          Registerable  Securities to be in such denominations and registered in
          such names as such  Rightsholder  or any managing  underwriter(s)  may
          reasonably  request  at least two  business  days prior to any sale of
          Registerable Securities;

               (H)  comply  with all  applicable  rules and  regulations  of the
          Commission  and  promptly  make  generally  available  to its security
          holders  an  earnings  statement  covering  a period of twelve  months
          commencing,  (1) in an underwritten offering, at the end of any fiscal
          quarter in which  Registerable  Securities are sold to underwriter(s),
          or (2) in a  non-underwritten  offering,  with the first  month of the
          Company's  first fiscal quarter  beginning after the effective date of
          such  registration  statement,  which earnings  statement in each case
          shall satisfy the provisions of Section 11(a) of the Securities Act;

               (I) provide a CUSIP number for all  Registerable  Securities  not
          later than the effective date of the registration  statement  relating
          to the first public offering of Registerable Securities of the Company
          pursuant hereto;

               (J)  enter  into  such   customary   agreements   (including   an
          underwriting  agreement  in  customary  form) and take all such  other
          actions reasonably  requested by the Rightsholders  holding a majority
          of the Registerable Securities included in such registration statement
          or the managing underwriter(s) in order to expedite and facilitate the
          disposition of such  Registerable  Securities and in such  connection,
          whether or not an  underwriting  agreement is entered into and whether
          or not the registration is an underwritten registration, (1) make such
          representations  and  warranties,  if  any,  to the  holders  of  such
          Registerable  Securities  and any  underwriter(s)  with respect to the
          registration  statement,  prospectus  and  documents  incorporated  by
          reference,  if any, in form,  substance  and scope as are  customarily
          made by  issuers  to  underwriter(s)  in  underwritten  offerings  and
          confirm the same if and when requested, (2) obtain opinions of counsel
          to the Company and updates thereof addressed to each such Rightsholder
          and the  underwriter(s),  if any,  with  respect  to the  registration
          statement, prospectus and documents incorporated by reference, if any,
          covering  the matters  customarily  covered in opinions  requested  in
          underwritten  offerings  and such other  matters as may be  reasonably
          requested by such Rightsholders and underwriter(s), (3) obtain a "cold
          comfort"  letter and updates  thereof from the  Company's  independent
          certified public  accountants  addressed to such  Rightsholders and to
          the underwriter(s), if any, which letters shall be in


                                     A - 13

<PAGE>

          customary  form and cover matters of the type  customarily  covered in
          "cold comfort" letters by accountants in connection with  underwritten
          offerings,  and (4) deliver such documents and  certificates as may be
          reasonably  requested by the Rightsholders  holding a majority of such
          Registerable  Securities  and  managing  underwriter(s),  if  any,  to
          evidence  compliance  with any customary  conditions  contained in the
          underwriting agreement or other agreement entered into by the Company;
          each such  action  required  by this  clause (J) shall be done at each
          closing under such  underwriting or similar agreement or as and to the
          extent required thereunder; and

               (K) if requested by the holders of a majority of the Registerable
          Securities  included  in such  registration  statement,  use its  best
          efforts to cause all  Registerable  Securities  which are  included in
          such  registration  statement  to be  listed,  subject  to  notice  of
          issuance,  by  the  date  of  the  first  sale  of  such  Registerable
          Securities pursuant to such registration statement, on each securities
          exchange,  if any,  on  which  securities  similar  to the  Registered
          Securities are listed.

          (ii) Obligations of Rightsholders. In connection with any registration
     of  Registerable  Securities of a Rightsholder  pursuant to Paragraph 10(b)
     hereof:

               (A)  The  Company  may  require  that  each  Rightsholder   whose
          Registerable  Securities are included in such  registration  statement
          furnish to the Company such information  regarding the distribution of
          such Registerable  Securities and such Rightsholder as the Company may
          from time to time reasonably request in writing; and

               (B)  Each  Rightsholder,  upon  receipt  of any  notice  from the
          Company  of the  happening  of any  event  of the  kind  described  in
          subclauses  (2),  (3),  (5)  and  (6)  of  clause  10(c)(i)(C),  shall
          forthwith discontinue  disposition of Registerable Securities pursuant
          to the registration  statement  covering such Registerable  Securities
          until such Rightsholder's receipt of the copies of the supplemented or
          amended   prospectus   contemplated   by   subclause   (1)  of  clause
          10(c)(i)(C),  or until such  Rightsholder  is advised in writing  (the
          "Advice") by the Company that the use of the applicable prospectus may
          be resumed,  and until such  Rightsholder  has received  copies of any
          additional or supplemental filings which are incorporated by reference
          in or to be attached to or included with such  prospectus,  and, if so
          directed by the Company, such Rightsholder will deliver to the Company
          (at the expense of the Company) all copies,  other than permanent file
          copies then in the  possession  of such  Rightsholder,  of the current
          prospectus  covering  such  Registerable  Securities  at the  time  of
          receipt of such  notice;  the  Company  shall have the right to demand
          that such  Rightsholder  or other holder  verify its  agreement to the
          provisions of this clause (B) in any Holder Notice of the Rightsholder
          or in a separate document executed by the Rightsholder.

(d)  Registration  Expenses.  All  expenses  incident to the  performance  of or
compliance with this Agreement by the Company, including, without imitation, all
registration and


                                     A - 14

<PAGE>

filing fees of the Commission,  National Association of Securities Dealers, Inc.
and other agencies,  fees and expenses of compliance with securities or blue sky
laws (including  reasonable fees and disbursements of counsel in connection with
blue sky  qualifications  of the Registerable  Securities),  rating agency fees,
printing   expenses,   messenger  and  delivery   expenses,   internal  expenses
(including,  without  limitation,  all salaries and expenses of its officers and
employees performing legal or accounting duties), the fees and expenses incurred
in connection with the listing,  if any, of the  Registerable  Securities on any
securities  exchange and fees and  disbursements  of counsel for the Company and
the Company's independent  certified public accountants  (including the expenses
of any special audit or "cold comfort" letters required by or incidental to such
performance), Securities Act or other liability insurance (if the Company elects
to obtain such insurance), the fees and expenses of any special experts retained
by the Company in connection with such registration and the fees and expenses of
any other person  retained by the Company (but not  including  any  underwriting
discounts or commissions  attributable to the sale of Registerable Securities or
other  out-of-pocket  expenses  of the  Rightsholders,  or the agents who act on
their behalf, unless reimbursement is specifically approved by the Company) will
be  borne  by  the  Company.  All  such  expenses  are  herein  referred  to  as
"Registration Expenses."

(e) Indemnification: Contribution.

          (i)  Indemnification  by the Company.  The Company agrees to indemnify
     and hold harmless,  to the full extent permitted by law, each Rightsholder,
     its officers and directors  and each person who controls such  Rightsholder
     (within the meaning of the  Securities  Act), if any, and any agent thereof
     against all losses, claims,  damages,  liabilities and expenses incurred by
     such party pursuant to any actual or threatened suit, action, proceeding or
     investigation   (including  reasonable  attorney's  fees  and  expenses  of
     investigation)  arising  out of or based upon any untrue or alleged  untrue
     statement  of a material  fact  contained  in any  registration  statement,
     prospectus or preliminary prospectus or any omission or alleged omission to
     state therein a material fact required to be stated therein or necessary to
     make the statements  therein (in the case of a prospectus,  in the light of
     the  circumstances  under  which  they were  made) not  misleading,  except
     insofar  as the same  arise  out of or are  based  upon,  any  such  untrue
     statement  or  omission  based  upon   information  with  respect  to  such
     Rightsholder  furnished  in  writing to the  Company  by such  Rightsholder
     expressly for use therein.

          (ii)   Indemnification   by  Rightsholder.   In  connection  with  any
     registration statement in which a Rightsholder is participating,  each such
     Rightsholder  will be required  to furnish to the  Company in writing  such
     information  with respect to such  Rightsholder  as the Company  reasonably
     requests  for use in  connection  with any such  registration  statement or
     prospectus,  and each Rightsholder agrees to the extent it is such a holder
     of Registerable  Securities  included in such registration  statement,  and
     each  other  such  holder  of  Registerable  Securities  included  in  such
     Registration Statement will be required to agree, to indemnify, to the full
     extent  permitted by law, the Company,  the  directors  and officers of the
     Company and each person who controls the Company (within the meaning of the
     Securities Act) and any agent thereof, against any losses, claims, damages,
     liabilities and expenses (including reasonable attorney's fees and expenses
     of investigation incurred by such party pursuant to


                                     A - 15

<PAGE>

     any actual or threatened suit, action,  proceeding or investigation arising
     out of or based upon any untrue or alleged  untrue  statement of a material
     fact or any omission or alleged  omission of a material fact necessary,  to
     make the statements  therein (in the case of a prospectus,  in the light of
     the circumstances under which they are made) not misleading, to the extent,
     but only to the  extent,  that such untrue  statement  or omission is based
     upon information relating to such Rightsholder or other holder furnished in
     writing to the Company expressly for use therein.

          (iii) Conduct of Indemnification  Proceedings.  Promptly after receipt
     by an indemnified party under this Paragraph 10(e) of written notice of the
     commencement of any action,  proceeding,  suit or  investigation  or threat
     thereof  made in  writing  for  which  such  indemnified  party  may  claim
     indemnification   or  contribution   pursuant  to  this   Agreement,   such
     indemnified  party shall notify in writing the  indemnifying  party of such
     commencement  or threat;  but the  omission  so to notify the  indemnifying
     party shall not relieve the indemnifying party from any liability which the
     indemnifying party may have to any indemnified party (A) hereunder,  unless
     the indemnifying  party is actually  prejudiced  thereby,  or (B) otherwise
     than  under  this  Paragraph  10(e).  In  case  any  such  action,  suit or
     proceeding  shall  be  brought  against  any  indemnified  party,  and  the
     indemnified  party shall notify the indemnifying  party of the commencement
     thereof,  the indemnifying  party shall be entitled to participate  therein
     and the indemnifying  party shall assume the defense thereof,  with counsel
     reasonably satisfactory to the indemnified party, and the obligation to pay
     all expenses relating  thereto.  The indemnified party shall have the right
     to employ  separate  counsel in any such action,  suit or proceeding and to
     participate  in the  defense  thereof,  but the fees and  expenses  of such
     counsel  shall be at the expense of such  indemnified  party unless (A) the
     indemnifying  party  has  agreed  to pay such  fees and  expenses,  (B) the
     indemnifying  party shall have failed to assume the defense of such action,
     suit or  proceeding or to employ  counsel  reasonably  satisfactory  to the
     indemnified  party therein or to pay all expenses  relating  thereto or (C)
     the named parties to any such action or proceeding (including any impleaded
     parties) include both the indemnified party and the indemnifying  party and
     the indemnified  party shall have been advised by counsel that there may be
     one or more legal  defenses  available to the  indemnified  party which are
     different from or additional to those available to the  indemnifying  party
     and which may result in a conflict between the indemnifying  party and such
     indemnified  party (in which case, if the  indemnified  party  notifies the
     indemnifying  party in writing that the indemnified  party elects to employ
     separate counsel at the expense of the indemnifying party, the indemnifying
     party  shall not have the right to assume  the  defense  of such  action or
     proceeding  on  behalf  of the  indemnified  party;  it  being  understood,
     however,  that the indemnifying party shall not, in connection with any one
     such action,  suit or proceeding or separate but  substantially  similar or
     related actions,  suits or proceedings in the same jurisdiction arising out
     of the same general  allegations or  circumstances,  be liable for the fees
     and  expenses of more than one  separate  firm of attorneys at any time for
     the  indemnified  party,  which firm shall be  designated in writing by the
     indemnified party).

          (iv)  Contribution.  If  the  indemnification  provided  for  in  this
     Paragraph  10(e)  from  the   indemnifying   party  is  unavailable  to  an
     indemnified party hereunder in respect


                                     A - 16

<PAGE>

     of any  losses,  claims,  damages,  liabilities  or  expenses  referred  to
     therein,  then  the  indemnifying  party,  in  lieu  of  indemnifying  such
     indemnified  party,  shall contribute to the amount paid or payable by such
     indemnified party as a result of such losses, claims, damages,  liabilities
     or  expenses  (A) in such  proportion  as is  appropriate  to  reflect  the
     relative  benefits  received by the indemnifying  party on the one hand and
     the  indemnified  party on the other or (B) if the  allocation  provided by
     clause (A) above is not permitted by applicable  law, in such proportion as
     is  appropriate to reflect not only the relative  benefits  received by the
     indemnifying  party on the one hand and the indemnified  party on the other
     but also the  relative  fault of the  indemnifying  party  and  indemnified
     party, as well as any other relevant equitable considerations. The relative
     fault of such  indemnifying  party  and the  indemnified  parties  shall be
     determined  by  reference  to,  among other  things,  whether any action in
     question,  including any untrue or alleged  untrue  statement of a material
     fact or omission or alleged  omission  to state a material  fact,  has been
     made by, or relates to information  supplied by, such indemnifying party or
     indemnified parties, and the parties' relative intent, knowledge, access to
     information and  opportunity to correct or prevent such action.  The amount
     paid or  payable  by a party as a result of the  losses,  claims,  damages.
     liabilities  and  expenses  referred  to above  shall be deemed to include,
     subject to the limitation set forth in Subparagraph  10(e)(v), any legal or
     other fees or expenses reasonably incurred by such party in connection with
     any investigation or proceeding.

          The parties  hereto  agree that it would not be just and  equitable if
     contribution pursuant to this Subparagraph 10(e)(iv) were determined by pro
     rata  allocation or by any other method of  allocation  which does not take
     into account the  equitable  considerations  referred to in clauses (A) and
     (B) of the immediately preceding paragraph.  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.

          (v) Limitation.  Anything to the contrary  contained in this Paragraph
     10(e) or in  Paragraph  10(f)  notwithstanding,  no holder of  Registerable
     Securities shall be liable for  indemnification  and contribution  payments
     aggregating  an amount in excess of the  maximum  amount  received  by such
     holder  in  connection  with  any  sale  of   Registerable   Securities  as
     contemplated herein.

     (f)  Participation  in  Underwritten  Registration.   No  Rightsholder  may
participate in any underwritten  registration hereunder unless such Rightsholder
(i)  agrees to sell  such  holder's  securities  on the  basis  provided  in any
underwriting  arrangements approved by the persons entitled hereunder to approve
such  arrangements  and to comply with  Regulation  M under the Exchange Act and
(ii) completes and executes all  questionnaires,  appropriate and limited powers
of attorney, escrow agreements,  indemnities,  underwriting agreements and other
documents reasonably required under the terms of such underwriting  arrangement;
provided,  that all such  documents  shall be consistent  with the provisions of
Paragraph 10(d).

                                     A - 17

<PAGE>

11. Redemption.  The Warrants are redeemable by the Company, in whole but not in
part, on not less than 30 days' prior written notice (the "Redemption  Notice"),
at a redemption price (the "Redemption Price") of $.001 per Warrant, at any time
on or after the Warrant  Commencement  Date. The  Warrantholders  will have full
rights to exercise  all  Warrants  subject to the  Redemption  Notice until 5:00
p.m.,  Henderson,  Nevada  time  (the  "Accelerated  Expiration  Time"),  on the
business day immediately  preceding the date (the  "Redemption  Date") fixed for
redemption in the Redemption  Notice.  Notwithstanding  anything to the contrary
contained  in this  Agreement,  (a) the Company  shall have the option,  without
further  compensation  to  the  Warrantholder  other  than  the  payment  of the
Redemption  Price per Warrant,  to cause any or all of those  Warrants  (each, a
"Non-Exercised  Warrant")  which were not  properly  exercised  on or before the
Accelerated Expiration Time to be assigned to one or more third parties (each, a
"Standby Purchaser"), effective immediately following the Accelerated Expiration
Time, for the consideration equal to $.001 per Non-Exercised  Warrant payable to
the Company, and (b) each Standby Purchaser shall have the right to exercise the
Non-  Exercised  Warrants  so  assigned to such  Standby  Purchaser  through the
fourteenth day following the Redemption Date.

12.  Automatic  Modification  of the Terms and Provisions of the Warrants in the
Event of a Registered  Offering of  Securities  of the Company.  Notwithstanding
anything contained in this Warrant Certificate to the contrary,  in the event (a
"Public  Offering")  that, at any time on or prior to the  Expiration  Date, the
Company shall sell and issue warrants (each, a "Public Warrant")  pursuant to an
effective  registration  statement under the Securities Act, whether such Public
Warrants are sold  separately,  as a unit with other  securities of the Company,
together with other securities of the Company or otherwise, then and immediately
upon such sale and issuance,  each Warrant evidenced by this Warrant Certificate
shall  automatically be converted into a Public Warrant, on an one-for-one (1:1)
basis, with the terms and provisions of this Warrant  Certificate  automatically
being  amended  and  modified  in their  entirety  to the terms  and  conditions
governing the Public Warrants.  In the event of a Public Offering,  this Warrant
Certificate  shall be  surrendered  to the  Company or such  agent(s)  as may be
appointed by the Company and whose identity is given by notice to Warrantholder.
Upon surrender of this Warrant Certificate to the Company or to such agent(s) as
may be appointed by the Company,  the  Warrantholder  shall be entitled to a new
warrant certificate evidencing the Public Warrants as so converted,  amended and
modified and this Warrant Certificate as so surrendered shall be canceled. Until
so  surrendered,  this  Warrant  Certificate  will be deemed  from and after the
Public Offering,  for all corporate  purposes,  to represent solely the right to
receive  Public  Warrants  equal to the  number of  Warrants  evidenced  by this
Warrant Certificate upon surrender of this Warrant Certificate.  Notwithstanding
anything to the contrary in this  Section 12,  neither the Company nor any other
party  shall be  liable to  Warrantholder  or any  other  party  for any  amount
properly  paid  to a  public  official  pursuant  to  any  applicable  abandoned
property, escheat or similar law.

13. Miscellaneous.  This Warrant Certificate 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.  This  certificate  is deemed to have been  delivered in the State of
Nevada York and shall be construed and enforced in accordance  with and governed
by the laws of such State.  The  headings in this  Warrant  Certificate  are for
purposes of reference  only, and shall not limit or otherwise  affect any of the
terms hereof.


                                     A - 18

<PAGE>

14.  Expiration.  Unless as  hereinafter  provided,  the right to  exercise  the
Warrants shall expire at the Expiration Time.

Dated:  As of ___________, 200_

                                        Crest View Inc.



                                        By:
                                           -------------------------------------
                                           Johnny R. Thomas, President
ATTEST:



-------------------------------------------
       Elliot Lutzker, Secretary


                                     A - 19

<PAGE>



                                  EXERCISE FORM



                                                     Dated:_______________, ____


TO:  Crest View Inc.

     The undersigned  hereby  irrevocably elects to exercise the within Warrant,
to the extent of purchasing _________________ shares of Common Stock, and hereby
makes payment of _____________ in payment of the actual Purchase Price thereof.


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



                     INSTRUCTIONS FOR REGISTRATION OF STOCK

                 Name:
                           _____________________________________________________
                                  (Please type or print in block letters)
             Taxpayer
       Identification
               Number:
                           _____________________________________________________

              Address:
                           _____________________________________________________


                           _____________________________________________________


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



            Signature:
                           _____________________________________________________
                            (Signature must conform in all respects to the name
                           of the Warrantholder as set forth on the face of this
                                          Warrant Certificate.)


                                    A-EF - 1

<PAGE>



                                 ASSIGNMENT FORM


                     FOR VALUE RECEIVED, _______________________________________
                                        (Please type or print in block letters)
hereby sells, assigns and transfers unto:

                 Name:
                           _____________________________________________________
                                  (Please type or print in block letters)
             Taxpayer
       Identification
               Number:
                           _____________________________________________________

              Address:
                           _____________________________________________________


                           _____________________________________________________


this  Warrant   Certificate  and  the  Warrants   represented  by  this  Warrant
Certificate  to  the  extent  of  ________________   Warrants  and  does  hereby
irrevocably constitute and appoint ___________________________ Attorney-in-Fact,
to transfer the same on the books of the Company with full power of substitution
in the premises.

               Dated:
                      ____________



            Signature:
                           _____________________________________________________
                            (Signature must conform in all respects to the name
                           of the Warrantholder as set forth on the face of this
                                          Warrant Certificate.)



                                    A-AF - 1

<PAGE>



                                  EXERCISE FORM



                                                     Dated:_______________, ____


TO:  Crest View Inc.

     The undersigned  hereby  irrevocably elects to exercise the within Warrant,
to the extent of purchasing _________________ shares of Common Stock and _______
Underlying Warrants, and hereby makes payment of _____________ in payment of the
actual Purchase Price thereof.


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



                     INSTRUCTIONS FOR REGISTRATION OF STOCK

                 Name:
                           _____________________________________________________
                                  (Please type or print in block letters)
             Taxpayer
       Identification
               Number:
                           _____________________________________________________

              Address:
                           _____________________________________________________


                           _____________________________________________________


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



            Signature:
                           _____________________________________________________
                            (Signature must conform in all respects to the name
                           of the Warrantholder as set forth on the face of this
                                          Warrant Certificate.)


                                     EF - 1

<PAGE>

                                 ASSIGNMENT FORM


                     FOR VALUE RECEIVED, _______________________________________
                                         (Please type or print in block letters)
hereby sells, assigns and transfers unto:

                 Name:
                           _____________________________________________________
                                  (Please type or print in block letters)
             Taxpayer
       Identification
               Number:
                           _____________________________________________________

              Address:
                           _____________________________________________________


                           _____________________________________________________


this  Warrant   Certificate  and  the  Warrants   represented  by  this  Warrant
Certificate  to  the  extent  of  ________________   Warrants  and  does  hereby
irrevocably constitute and appoint ___________________________ Attorney-in-Fact,
to transfer the same on the books of the Company with full power of substitution
in the premises.

               Dated:
                      ____________



            Signature:
                           _____________________________________________________
                            (Signature must conform in all respects to the name
                           of the Warrantholder as set forth on the face of this
                                          Warrant Certificate.)



                                     AF - 1