WARRANT NO. _____                                                  Exhibit 10.56

     NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK UNDERLYING THIS WARRANT
OF THE MED-DESIGN CORPORATION (THE "COMPANY") HAVE BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), NOR UNDER ANY
SECURITIES LAW AND MAY NOT BE PLEDGED, SOLD, ASSIGNED OR TRANSFERRED UNTIL (i) A
REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES
ACT AND ANY APPLICABLE STATE SECURITIES LAW OR (ii) THE COMPANY RECEIVES AN
OPINION OF COUNSEL IN A FORM REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH
WARRANT OR SHARES MAY BE PLEDGED, SOLD, ASSIGNED OR TRANSFERRED WITHOUT AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR APPLICABLE STATE SECURITIES
LAWS.

            Warrant to Purchase up to 100,000 Shares of Common Stock.

                        WARRANT TO PURCHASE COMMON STOCK

                                       OF

                           THE MED-DESIGN CORPORATION

     This is to certify that, FOR VALUE RECEIVED, John F. Kelley (the
"Warrantholder") is entitled to purchase, subject to the provisions of this
Warrant, from The Med-Design Corporation, a Delaware Corporation (the
"Company"), one hundred thousand (100,000) fully paid, validly issued and
nonassessable shares of Common Stock, $.01 par value per share (the "Common
Stock"), of the Company (the "Warrant Shares") at a price equal to 2 & 7/8 per
share (the "Exercise Price").

     (1) EXERCISE OF WARRANT.

          (A) This Warrant may be exercised in whole or in part at any time or
     from time to time on or after the date hereof and until January 14, 2001
     (the "Expiration Date"), provided, however, that if any such day is a day
     on which banking

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     institutions in the State of New York are authorized by law to close, then
     on the next succeeding day. This Warrant may be exercised by presentation
     and surrender hereof to the Company at its principal office, or at the
     office of its stock transfer agent, if any, with the Purchase Form annexed
     hereto duly executed and accompanied by payment of the Exercise Price of
     the number of Warrant Shares specified in such form. As soon as practicable
     after each such exercise of the Warrant, but not later than seven (7) days
     from the date of such exercise, the Company shall issue and deliver to the
     Warrantholder a certificate or certificates for the Warrant Shares issuable
     upon such exercise, registered in the name of the Warrantholder. If this
     Warrant should be exercised in part only, the Company shall, upon surrender
     of this Warrant for cancellation, execute and deliver a new Warrant
     evidencing the rights of the Warrantholder thereof to purchase the balance
     of the Warrant Shares purchasable thereunder. Upon receipt by the Company
     of this Warrant at its office, or by the stock transfer agent of the
     Company at its office, in proper form for exercise, the Warrantholder shall
     be deemed to be the holder of record of the shares of Common Stock issuable
     upon such exercise, notwithstanding that the stock transfer books of the
     Company shall then be closed or that certificates representing such shares
     of Common Stock shall not then be physically delivered to the
     Warrantholder.

          (B) In the event the Company shall at any time subdivide, combine or
     reclassify the outstanding shares of Common Stock, the number of Warrant
     Shares subject to this Warrant shall be adjusted accordingly and the
     Exercise Price shall forthwith be proportionately decreased in the case of
     a subdivision or increased in the case of a combination.

     (2) RESERVATION OF SHARES. The Company shall at all times reserve for
issuance and/or delivery upon exercise of this Warrant such number of shares of
its Common Stock as shall be required for issuance and delivery upon exercise of
the Warrant.

     (3) FRACTIONAL SHARES. No fractional shares or script representing
fractional shares shall be issued upon the exercise of this Warrant.

     (4) EXCHANGE, TRANSFER, ASSIGNMENT OR LOSS OF WARRANT. This Warrant is
exchangeable, without expense, at the option of

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<PAGE>

the Warrantholder, upon presentation and surrender hereof to the Company or at
the office of its stock transfer agent, if any, for other warrants of different
denominations entitling the Warrantholder thereof to purchase in the aggregate
the same number of shares of Common Stock purchasable hereunder. Upon surrender
of this Warrant to the Company at its principal office or at the office of its
stock transfer agent, if any, with the Assignment Form annexed hereto duly
executed and funds sufficient to pay any transfer tax the Company shall, without
charge, subject to the restrictions set forth in Section (5), execute and
deliver a new Warrant in the name of the assignee named in such instrument of
assignment and this Warrant shall promptly be canceled. This Warrant may be
divided or combined with other warrants which carry the same rights upon
presentation hereof at the principal office of the Company or at the office of
its stock transfer agent, if any, together with a written notice specifying the
names and denominations in which new Warrants are to be issued and signed by the
Warrantholder hereof. The term "Warrant" as used herein includes any Warrants
into which this Warrant may be divided or exchanged. Upon receipt by the Company
of evidence satisfactory to it of the loss, theft, destruction or mutilation of
this Warrant, and (in the case of loss, theft or destruction) of reasonably
satisfactory indemnification, and upon surrender and cancellation of this
Warrant, if mutilated, the Company will execute and deliver a new Warrant of
like tenor and date.

     (5) RESTRICTIONS ON TRANSFER. This Warrant and all rights hereunder are
transferrable, in whole or in part, only to the Company by the Warrantholder in
person or by a duly authorized attorney except as set forth in Subparagraph (A).

          (A) Restrictions in General. Prior to any Transfer (as defined below)
     of this Warrant or the Warrant Shares, the Warrantholder will give ten (10)
     days' written notice to the Company of such Warrantholder's intention to
     effect such Transfer. Each such notice shall describe the manner and
     circumstances of the proposed Transfer and shall be accompanied by an
     opinion, addressed to the Company and reasonably satisfactory in form and
     substance to it, of counsel for such Warrantholder, stating whether, in the
     opinion of such counsel, such Transfer will be a transaction exempt from
     registration under the Securities Act and applicable state securities laws.
     If such Transfer may in the opinion of such counsel be effected without
     registration under the Securities Act and applicable state securities laws,
     If such Transfer may in the

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     opinion of such counsel be effected without registration under the
     Securities Act and applicable state securities laws, such Warrantholder
     shall thereupon be entitled to Transfer this Warrant and the Warrant Shares
     in accordance with the terms of the notice delivered by such Warrantholder
     to the Company. If in the opinion of such counsel such Transfer may not be
     effected without registration under the Securitues Act, such Warrantholder
     shall not be entitled to so Transfer this Warrant or the Warrant Shares
     unless the Company elects or is obligated under Section (7) to file a
     registration statement relating to such proposed Transfer and such
     registration statement has become effective under the Securities Act and
     applicable state securities laws.

          (B) "Transfer" means, with respect to the Warrants, the Warrant
     Shares, or any interest therein, any disposition which would constitute a
     sale thereof within the meaning of the Securities Act.

     (6) RIGHTS OF THE WARRANTHOLDER. The Warrantholder shall not, by virtue
hereof, be entitled to any rights of a shareholder in the Company, either at law
or equity, and the rights of the Warrantholder are limited to those expressed in
the Warrant and are not enforceable against the Company except to the extent set
forth herein.

     (7) REGISTRATION UNDER THE SECURITIES ACT OF 1933. The Company shall, for a
period of five (5) years from the date of the Warrant herein granted, advise the
Warrantholder or any then holder of Warrant Shares (such persons being
collectively referred to herein as "Warrantholders") by written notice at least
thirty (30) days prior to the filing of any registration statement (other than a
registration effected solely to implement a transaction of the type for which
form S-4 or form S-8 or any successor form is available) with the Securities and
Exchange Commission (the "Commission") under the Securities Act covering
securities of the Company. Each filing notice shall offer to the Warrantholder
the opportunity to include such number of shares as it may request in the
registration statement to which the filing notice relates and shall advise the
Warrantholder whether or not such registration statement is intended to cover an
underwritten public offering (an "Underwritten Offering"). If the Warrantholder
desires to have his shares included in a registration statement, he shall so
advise the Company in writing (a "Registration Request") within ten (10) days
after the date of receipt of the related filing

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notice, which Registration Request shall set forth the number of shares for
which registration is requested. Subject to the provisions of Section (8) of
this Agreement, the Company shall include in a registration statement all shares
for which it has timely received a Registration Request.

     Notwithstanding anything to the contrary herein, the Company shall have the
right at any time (irrespective of whether a written Registration Request shall
have been made) to elect not to file any such proposed registration statement,
or to withdraw the same after the filing but prior to the effective date
thereof.

     (8) UNDERWRITTEN OFFERINGS.

          (A) Participation and Limitations. If a registration statement is for
     an Underwritten Offering, the right of Warrantholder to registration
     pursuant to Section (7) hereof shall be conditioned upon (1) the
     Warrantholder's participation in such Underwritten Offering and the
     inclusion of Warrantholder's Warrant Shares in the Underwritten Offering to
     the extent provided herein and (2) the execution and delivery by
     Warrantholder of an underwriting agreement in customary form with the
     underwriter or underwriters selected by the Company to manage such
     Underwritten Offering (individually or collectively, the "Underwriter"). If
     the Underwriter determines that the inclusion of Warrant Shares in such
     Underwritten Offering would adversely affect the success of such offering,
     then the amount of securities to be included in the Underwritten Offering
     shall, subject to then existing agreements to which the Company is
     presently a party concerning the registration of Common Stock, be as
     follows: (1) first, the number of shares of Common Stock to be offered and
     sold for the account of the Company (up to the maximum number of shares of
     Common Stock as determined by the Underwriter) and (2) second, if
     additional shares of Common Stock may then be included in such Underwritten
     Offering, such additional number of shares of Common Stock to be offered
     and sold for the account of the Warrantholders, which (a) together with the
     shares of Common Stock to be offered and sold for the account of the
     Company shall not exceed the maximum number of shares of Common Stock as
     determined by the Underwriter and (b) shall be allocated among the
     Warrantholders pro rata based upon the aggregate number of Warrant Shares
     requested by each such Warrantholder to be included in such Underwritten
     Offering. In

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     addition, the number of Shares to be included in any Underwritten Offering
     may, in the discretion of the Company or the Underwriter, be rounded to the
     nearest one hundred (100) shares. If a Warrantholder disapproves of the
     terms of such Underwritten Offering, then he may elect to withdraw
     therefrom by written notice to the Company and the Underwriter at any time
     prior to the date on which the registration statement therefore is declared
     effective by the Commission (a "Withdrawal Notice"). Any Shares subject to
     a Withdrawal Notice shall be withdrawn and excluded from the registration
     statement for the Underwritten Offering to which the Withdrawal Notice
     relates.

          (B) Restrictions on Sales of Shares. If Warrant Shares are covered by
     a registration statement for an Underwritten Offering, Warrantholder
     agrees, if requested by the Underwriter and timely notified in writing by
     the Company or the Underwriter, not to effect any public sale or
     distribution of Shares (including a sale pursuant to Rule 144 under the
     Securities Act) except as part of such Underwritten Offering during the
     period commencing on the tenth day prior to the closing date for such
     Underwritten Offering and ending on the forty-sixth day after such closing
     date.

     (9) REGISTRATION PROCEDURES. In the case of each registration of securities
covered by Section (7) hereof (each a "Registration") for which Warrantholder
has timely delivered a Registration Request and has not delivered a Withdrawal
Notice, the Company will keep Warrantholder advised in writing of the initiation
and completion of such registration and will take the following actions at its
own expense:

          (A) prepare and file with the Commission a registration statement for
     such Shares as are entitled to be included therein, use its best efforts to
     cause such registration statement to become effective, and, upon the
     request of Warrantholder, keep such registration statement effective for
     not less than ninety (90) days;

          (B) prepare and file with the Commission such amendments and
     supplements to such registration statement and the prospectus used in
     connection with such registration statement as may be necessary to comply
     with the provisions of the Securities Act with respect to the disposition
     of all securities covered

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<PAGE>

     by such registration statement;

          (C) furnish to Warrantholder at least one (1) copy of the registration
     statement and any post-effective amendments thereto and such number of
     copies of a prospectus, including a preliminary prospectus, in conformity
     with the requirements of the Securities Act, as he may reasonably request;

          (D) use its best efforts to register and qualify the securities
     covered by such registration statement under such other securities or Blue
     Sky laws of such jurisdictions as shall be reasonably requested by
     Warrantholder, provided that the Company shall not be required in
     connection therewith or as a condition thereto to qualify to do business or
     to file a general consent to service of process in any such jurisdiction;

          (E) in any Underwritten Offering, enter into and perform its
     obligations under an underwriting agreement, in usual and customary form,
     with the Underwriter;

          (F) promptly notify Warrantholder at any time when a prospectus
     relating to such registration statement is required to be delivered under
     the Securities Act because of the happening of any event as a result of
     which the prospectus included in such registration statement, as then in
     effect, includes an untrue statement of a material fact or omits to state a
     material fact required to be stated therein or necessary to make the
     statements therein not misleading in the light of the circumstances then
     existing; and

          (G) bear the entire cost and expense of any registration of securities
     initiated by it under Section (9)(A) notwithstanding that Warrant Shares
     subject to this Warrant may be included in any such registration statement
     pursuant to this Section (9) Warrantholder shall, however, bear the fees of
     his own counsel and any registration fees, transfer taxes or underwriting
     discounts or commissions applicable to the Warrant Shares sold by it
     pursuant thereto.

          The Company's agreements with respect to Warrants or Warrant Shares in
     Section (7), (8) and (9) shall continue in effect as provided therein
     regardless of the exercise and surrender of this Warrant.

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<PAGE>

     (10) WARRANTHOLDER NOT OBLIGATED. Neither the giving of any notice by any
Warrantholder nor the making of any request for prospectuses shall impose any
obligation to sell any Warrant Shares, or exercise any Warrants upon such
Warrantholder or owner making such request.

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<PAGE>

     (11) INDEMNIFICATION.

          (A) The Company shall indemnify and hold harmless each such
     Warrantholder and each Underwriter, within the meaning of the Securities
     Act, who may purchase from or sell for any such Warrantholder any Warrant
     Shares from and against any and all losses, claims, damages and liabilities
     caused by any untrue statement or alleged untrue statement of a material
     fact contained in the registration statement or any post-effective
     amendment thereto or any registration statement under the Securities Act or
     any prospectus included therein required to be filed or furnished by reason
     of Section (7) or caused by any omission or alleged omission to state
     therein a material fact required to be stated therein or necessary to make
     the statements therein not misleading, except insofar as such losses,
     claims, damages or liabilities are caused by any such untrue statement or
     alleged untrue statement or omission or alleged omission based upon
     information furnished or required to be furnished in writing to the Company
     by such Warrantholder or Underwriter expressly for use therein, which
     indemnification shall include each person, if any, who controls any such
     person within the meaning of the Securities Act; provided however, that the
     Company shall not be obliged so to indemnify any such Underwriter or
     controlling person unless such Underwriter shall at the same time indemnify
     the Company, its directors, each officer signing the related registration
     statement and each person, if any, who controls the Company within the
     meaning of the Securities Act, from and against any and all losses, claims,
     damages and liabilities caused by any untrue statement or alleged untrue
     statement of a material fact contained in the registration statement or
     amendments thereto or any prospectus required to be filed or furnished by
     reason of Section (7) or caused by any omission or alleged omission to
     state therein a material fact required to be stated therein or necessary to
     make the statement therein not misleading, insofar as such losses, claims,
     damages or liabilities are caused by any untrue statement or alleged untrue
     statement or omission based upon information furnished in writing to the
     Company by any such Underwriter expressly for use therein.

          (B) Warrantholder will, if Shares are included in the securities as to
     which such Registration is being effected, indemnify the Company, each of
     its directors and officers, each Underwriter of securities covered by such
     a registration

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<PAGE>

     statement, and each person who controls the Company or such Underwriter
     within the meaning of Section 15 of the Securities Act against all
     expenses, claims, losses, damages and liabilities (or actions in respect
     thereof), including any of the foregoing incurred in settlement of any
     litigation, whether commenced or threatened, arising out of or based on any
     untrue statement (or alleged untrue statement) of a material fact contained
     in any such registration statement, any prospectus, offering circular or
     other document related thereto, or any amendment or supplement to any of
     the foregoing, or any omission (or alleged omission) to state therein a
     material fact required to be stated therein or necessary to make the
     statements therein not misleading, and will reimburse the Company and such
     directors, officers, persons, Underwriter or control persons for any legal
     or any other expenses reasonably incurred in connection with investigating
     or defending any such claim, loss, damage, liability or action, in each
     case to the extent, but only to the extent, that such untrue statement (or
     alleged untrue statement) or omission (or alleged omission) is made in such
     registration statement, prospectus, offering circular or other document in
     reliance upon and in conformity with written information furnished to the
     Company by an instrument duly executed by Warrantholder and stated to be
     specifically for use therein;

          (C) Each party entitled to indemnification or contribution under this
     Section (11) (an "Indemnified Party") shall give notice to the party
     required to provide indemnification (an "Indemnifying Party") promptly
     after such Indemnified Party has actual knowledge of any claim as to which
     indemnity may be sought, and shall permit the Indemnifying Party to assume
     the defense of any such claim or any litigation resulting therefrom,
     provided that counsel for the Indemnifying Party, who shall conduct the
     defense of such claim or litigation, shall be approved by the Indemnified
     Party (whose approval shall not unreasonably be withheld), and the
     Indemnified Party may participate in such defense at such party's expense,
     and provided further that the failure of any Indemnified Party to give
     notice as provided herein shall not relieve the Indemnifying Party of its
     obligations under this Section (11), unless such failure is prejudicial to
     the Indemnifying Party's ability to defend such action. An Indemnifying
     Party, in the defense of any such claim or litigation, shall not except
     with the consent of each Indemnified Party, consent to entry of any
     judgement or enter into

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     any settlement which does not include as an unconditional term thereof the
     giving by the claimant or plaintiff to such Indemnified Party of a release
     from all liability in respect to such claim or litigation.

          (D) If the indemnification provided herein is unavailable to an
     Indemnified Party in respect of any losses, claims, damages or liabilities
     referred to herein, then the Indemnifying Party, in lieu of indemnifying
     such Indemnified Party hereunder, shall contribute to the amount paid or
     payable by such Indemnified Party as a result of such losses, claims,
     damages or liabilities (i) in such proportion as is appropriate to reflect
     the relative benefits received by the Company and Warrantholder from the
     offering or (ii) if the allocation provided by clause (i) is not permitted
     by applicable law, in such proportion as is appropriate to reflect not only
     the benefits referred to in clause (i), but also the relative fault of the
     Company and Warrantholder in connection with the statements or omissions
     which resulted in such losses, claims, damages or liabilities, as well as
     any other relevant equitable considerations. The relative benefits received
     by the Company and Warrantholder shall be deemed to be in the same
     respective proportions as the net proceeds from the offering (before
     deducting expenses) received by each of the Company and Warrantholder. The
     relative fault of Warrantholder shall be determined by reference to, among
     other things, whether the untrue or alleged untrue statement of a material
     fact or the omission or alleged omission to state a material fact relates
     to information supplied by Warrantholder and the parties' relative intent,
     knowledge, access to information and opportunity to correct or prevent such
     statement or omission.

     (12) NO LIMITATION ON CORPORATE ACTION. No provisions of this Warrant and
no right or option granted or conferred hereunder shall in any way limit,
affect, or abridge the exercise by the Company of its corporate rights or powers
to recapitalize, amend its articles or incorporation or bylaws, reorganize,
consolidate or merge with or into any corporation, or transfer all or any part
of its property or assets or the exercise of any other of its corporate rights
and powers.

     (13) REPRESENTATION OF WARRANTHOLDER. Warrantholder, by the acceptance
hereof, represents that it is acquiring this

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Warrant for its own account for investment and not with a view to, or sale in
connection with, any distribution hereof or of any of the Warrant Shares
issuable upon the exercise hereof, nor with the present intention of
distributing any of such securities.

     (14) RESTRICTIVE LEGEND. Each certificate representing Warrant Shares
initially issued upon exercise of this Warrant, unless at the time of exercise
such Warrant Shares are registered under the Securities Act, shall bear the
following legend (and any additional legend required by any applicable state
securities laws) on the face thereof:

          The securities represented hereby have not been registered under the
          Securities Act of 1933 and the transfer of such securities is subject
          to the restrictions set forth in Section (5) of the Warrant delivered
          to the registered Warrantholder thereof, a copy of which is available
          for inspection at the principal office and no transfer of such
          securities shall be valid or effective unless and until the terms and
          conditions of such Section (5) shall have been in satisfied.

          Any certificate issued at any time upon transfer or, or in exchange
     for or replacement of, any certificate bearing such legend (except a new
     certificate issued upon completion of a public distribution pursuant to a
     registration under the Securities Act) shall also bear such legend unless,
     in the opinion of counsel for the Warrantholder, addressed and delivered to
     the Company, which opinion shall be in a form reasonably satisfactory and
     acceptable to the Company and such Warrantholder, the securities
     represented thereby need no longer be subject to the restrictions contained
     in Section (5). The provisions of this Warrant shall be binding upon all
     subsequent Warrantholders of certificates bearing the legend hereinbefore
     described and shall also be applicable to all subsequent Warrantholders.

     (15) GOVERNING LAW. This Warrant shall be governed by, construed and
enforced in accordance with the laws of the State of Delaware, without giving
effect to principles of conflicts of laws.

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     (16) NOTICE. All notices and other communications under this Warrant shall
(a) be in writing (which shall include communications by telex and telecopy),
(b) be (i) sent by registered or certified mail, postage prepaid, or by a
reputable overnight courier (ii) delivered by hand or (iii) transmitted by telex
or telecopier (c) be given at the following respective addresses and telex,
telecopier and telephone numbers and to the attention of the following persons:

                                    If the Company, to it at:

                                    The Med-Design Corporation
                                    2810 Bunsen Avenue
                                    Ventura, CA 93003
                                    Telecopier No.:  (805) 339-9375
                                    Telephone No.: (805) 339-0375
                                    Attn:  James M. Donegan

                                    If the Warrantholder, to it at:

                                    John F. Kelley
                                    6 Hathaway Drive
                                    Princeton Junction, NJ 08550
                                    Telecopier No.: (609) 275-8865
                                    Telephone No.: (609) 275-9163

or at such other address or telex, telecopier or telephone number or to the
attention of such other person as the party to whom such information pertains
may hereafter specify for the purpose in a notice to the other specifically
captioned "Notice of Change of Address", and (d) be effective or deemed
delivered or furnished (i) if given by mail, on the fifth (5th) Business Day
after such communication is deposited in the mail, addressed as above provided,
(ii) if given by telex or telecopier, when such communication is transmitted to
the appropriate number determined as above provided in this Section and the
appropriate answer back is received or receipt is otherwise acknowledged, (iii)
if given by hand delivery, when left at the address of the addressee addressed
as above provided, and (iv) if sent by overnight courier, the day after the
communication is delivered to such

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carrier except that notices of a change of address, telex, telecopier or
telephone number, shall not be deemed furnished, until received.

     (17) MISCELLANEOUS. This Warrant and any term hereof may be changed,
waived, discharged, or terminated only by an instrument in writing signed by the
party against which enforcement of such change, waiver, discharge or termination
is sought. The headings in this Warrant are for purposes of reference only and
shall not limit or otherwise affect the meaning hereof.

     (18) DATE AND EFFECTIVENESS. The date of this Warrant is January 14, 1998.
This Warrant, in all events, shall be wholly void and of no effect after the
close of business on the Expiration Date, unless the Warrant shall have been
exercised, in which case this Agreement shall terminate on the third anniversary
of the date of the exercise or partial exercise of the Warrant herein granted
except as provided in Sections (7) and (9).

     The undersigned hereby set their hands and seals to this Warrant Agreement
with full knowledge of its contents and intending thereby to be legally bound.

ATTEST:                                              THE MED-DESIGN CORPORATION

By: /s/
    --------------------------------

By: /s/
    --------------------------------
    Secretary                                          James M. Donegan
                                                        President, CEO

WITNESS:


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

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                                                        John F. Kelley

DATED:
      -------------------

F:\WPF\FORMS\MEDESIGN\WARRANTJ.FK3

                                  PURCHASE FORM

     Dated____________

          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 exercise price
     thereof.


                     INSTRUCTIONS FOR REGISTRATION OF STOCK


Name___________________________________________________________________________
                  (Please typewrite or print in block letters)

Address________________________________________________________________________

Signature/s/___________________________________________________________________

                                 ASSIGNMENT FORM

     FOR VALUE RECEIVED, ______________________________________________________
hereby sells, assigns and transfers unto

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<PAGE>


Name___________________________________________________________________________
                  (Please typewrite or print in block letters)

Address________________________________________________________________________

the right to purchase Common Stock represented by this Warrant to the extent of
________ shares as to which such right is exercisable and does hereby
irrevocably constitute and appoint ________________ Attorney, to transfer the
same on the books of the Company with full power of substitution in the
premises.

Date:________________

Signature/s/_________________________


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