Exhibit 4.4

                             WARRANT AGENT AGREEMENT


     This  Warrant  Agent  Agreement,  dated  as  of  ___________,   2001  (this
"Agreement"),  is by and  between  Crest View Inc.,  a Nevada  corporation  (the
"Company"), and Pacific Stock Transfer Company, a Nevada corporation, as warrant
agent (in such capacity, the "Warrant Agent").

          WHEREAS,  the  Company  proposes to issue and sell to the public up to
     2,100,000 units (each, a "Unit"),  each Unit consisting of one share of the
     common  stock,  par value  $.001 per share  (the  "Common  Stock"),  of the
     Company and one-third  (1/3) of a Class A Redeemable  Common Stock Purchase
     Warrant (each, a "Class A Warrant");

          WHEREAS, each whole Class A Warrant will entitle its registered holder
     to  purchase  from the  Company  one share of Common  Stock and one Class B
     Redeemable Common Stock Purchase Warrant (each, a "Class B Warrant"),  upon
     the terms and conditions as provided in this Agreement;

          WHEREAS,  each  whole  Class B  Warrant  will  entitle  the  holder to
     purchase  from the  Company one share of Common  Stock,  upon the terms and
     conditions as provided in this Agreement; and

          WHEREAS, the Company desires the Warrant Agent to act on behalf of the
     Company in connection with the issuance,  registration,  transfer, exchange
     and exercise of the Class A Warrants and Class B Warrants,  and the Warrant
     Agent is willing to so act, both upon the terms and  conditions as provided
     in this Agreement.

     NOW,  THEREFORE,  in consideration  of the foregoing,  the premises and the
mutual  agreements  set forth in this  Agreement,  and other  good and  valuable
consideration,  the receipt and adequacy of which are hereby  acknowledged,  the
parties hereto agree as follows:

Section 1. Appointment of Warrant Agent. The Company hereby appoints the Warrant
Agent  to  act  as  warrant  agent  for  the  Company  in  accordance  with  the
instructions  set forth in this Agreement,  and the Warrant Agent hereby accepts
such appointment.

Section 2.  Form of Warrant Certificates; Exercise Price.

     (a) (i)  The  text  of the  form  of  certificate  (the  "Class  A  Warrant
Certificate") to evidence each and every Class A Warrant and election form to be
printed  on the  reverse  side of each and  every  Class A  Warrant  Certificate
substantially in the forms as attached as Exhibit A-1 to this Agreement.

<PAGE>

          (ii) Each Class A Warrant  Certificate  shall be executed on behalf of
     the  Company by the manual or  facsimile  signature  of the  present or any
     future Chief Executive Officer, President or Vice President of the Company,
     attested  to by the manual or  facsimile  signature  of the  present or any
     future  Secretary  or  Assistant  Secretary  of the  Company.  Each Class A
     Warrant  Certificate  shall  be  dated as of the  issuance  of the  Class A
     Warrant(s)  evidenced  by such Class A Warrant  Certificate  by the Warrant
     Agent either upon initial issuance or upon transfer or exchange.

          (iii) Each whole Class A Warrant shall entitle the  registered  holder
     thereof to purchase one share of Common Stock and one Class B Warrant at an
     exercise price of $6.00 (the "Class A Warrant  Exercise Price") at any time
     (the  "Class A  Warrant  Exercise  Period")  commencing  on the  date  (the
     "Warrant Exercise Commencement Date") on which the United States Securities
     and Exchange  Commission  (the "SEC")  shall have  declared  effective  the
     registration statement (Registration Number:  333-45780) (the "Registration
     Statement")  pursuant to which the Units are being  offered for sale to the
     public by the Company and terminating at 5:00 p.m., Henderson,  Nevada time
     (the "Class A Warrant Exercise Termination Time"), on the date which is the
     fourth  anniversary of the Warrant Exercise  Commencement  Date, subject to
     the  provisions of Section 13 of this  Agreement.  In the event the Class A
     Warrant Exercise  Termination  Time falls on a Saturday or Sunday,  or on a
     legal  holiday on which the New York  Stock  Exchange  is closed,  then the
     Class A Warrants shall expire at 5:00 p.m., Henderson,  Nevada time, on the
     next  succeeding  day on  which  the  New  York  Stock  Exchange  is  open.
     Notwithstanding  anything  contained to the contrary in the Agreement,  the
     Company may, at any time up to the then applicable Class A Warrant Exercise
     Termination Time, upon notice (a "Class A Warrant Extension Notice") to the
     Warrant Agent,  extend the Class A Warrant  Exercise  Termination Time to a
     later date and time. The Warrant Agent shall forward a copy of each Class A
     Warrant  Extension  Notice to each  registered  holder of a Class A Warrant
     upon the Warrant Agent's receipt of such Class A Warrant Extension Notice.

          (iv) The Class A Warrant  Exercise  Price and the  number of shares of
     Common  Stock,  but not the  number  of  Class B  Warrants,  issuable  upon
     exercise  of the  Class A  Warrants  are  subject  to  adjustment  upon the
     occurrence of certain events, all as hereinafter provided.

     (b)  (i) The  text of  the  form  of  certificate  (the  "Class  B  Warrant
Certificate") to evidence each and every Class B Warrant and election form to be
printed on the reverse side of each and every Class B Warrant  Certificate shall
be substantially in the forms as attached as Exhibit A-2 to this Agreement.

          (ii) Each Class B Warrant  Certificate  shall be executed on behalf of
     the  Company by the manual or  facsimile  signature  of the  present or any
     future Chief Executive Officer, President or Vice President of the Company,
     attested  to by the manual or  facsimile  signature  of the  present or any
     future  Secretary  or  Assistant  Secretary  of the  Company.  Each Class B
     Warrant  Certificate  shall  be  dated as of the  issuance  of the  Class B
     Warrant(s)


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<PAGE>

     evidenced by such Class B Warrant  Certificate  by the Warrant Agent either
     upon initial issuance or upon transfer or exchange.

          (iii) Each whole Class B Warrant shall entitle the  registered  holder
     thereof to purchase one share of Common Stock at an exercise price of $9.00
     (the  "Class B Warrant  Exercise  Price") at any time (the "Class B Warrant
     Exercise Period") commencing on the Warrant Exercise  Commencement Date and
     terminating  at 5:00 p.m.,  Henderson,  Nevada  time (the  "Class B Warrant
     Exercise  Termination Time"), on the date which is the fifth anniversary of
     the  Warrant  Exercise  Commencement  Date,  subject to the  provisions  of
     Section  13 of this  Agreement.  In the event the Class B Warrant  Exercise
     Termination  Time falls on a Saturday or Sunday,  or on a legal  holiday on
     which the New York  Stock  Exchange  is  closed,  then the Class B Warrants
     shall expire at 5:00 p.m.,  Henderson,  Nevada time, on the next succeeding
     day on which the New York Stock Exchange is open.  Notwithstanding anything
     contained to the contrary in the Agreement, the Company may, at any time up
     to the then  applicable  Class B Warrant  Exercise  Termination  Time, upon
     notice (a "Class B Warrant Extension Notice") to the Warrant Agent,  extend
     the Class B Warrant Exercise Termination Time to a later date and time. The
     Warrant Agent shall forward a copy of each Class B Warrant Extension Notice
     to each  registered  holder of a Class B Warrant  upon the Warrant  Agent's
     receipt of such Class B Warrant Extension Notice.

          (iv) The Class B Warrant  Exercise  Price and the  number of shares of
     Common Stock  issuable upon exercise of the Class B Warrants are subject to
     adjustment  upon the  occurrence  of  certain  events,  all as  hereinafter
     provided.

Section 3.  Countersignature and Registration.

     (a)  The  Warrant  Agent  shall   maintain   books  for  the  transfer  and
registration of the Class A Warrants and Class B Warrants.

     (b) From  time to time  during  the  offering  period  for the  Units  made
pursuant to the Registration  Statement,  and within two business days following
the  completion  of such offering  period,  the Company shall advise the Warrant
Agent in writing of the number of Units sold,  the names,  addresses and federal
taxpayer  identification numbers, to the extent known, of the purchasers of such
Units and the  number of Class A  Warrants  included  in such Units sold to, and
being issued to, each such purchaser.  Upon the initial  issuance of the Class A
Warrants, the Warrant Agent shall issue and register the Class A Warrants in the
names of the  respective  holders of the Class A Warrants.  Each Class A Warrant
Certificate shall be countersigned manually or by facsimile by the Warrant Agent
(or by any  successor  to the Warrant  Agent then acting as warrant  agent under
this Agreement) and shall not be valid for any purpose unless so  countersigned.
Class A Warrant  Certificates may,  however,  be so countersigned by the Warrant
Agent (or by its  successor  as Warrant  Agent) and be  delivered by the Warrant
Agent, notwithstanding that one or more of the persons whose manual or facsimile
signatures appear thereon as proper officers of the Company shall have ceased to
be such officers at the time of such countersignature or delivery.


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<PAGE>

     (c) Upon the initial issuance of a Class B Warrant, the Warrant Agent shall
issue and register  such Class B Warrant in the name of the holder of such Class
B Warrant.  Each Class B Warrant Certificate shall be countersigned  manually or
by facsimile by the Warrant Agent (or by any successor to the Warrant Agent then
acting as warrant  agent  under this  Agreement)  and shall not be valid for any
purpose unless so countersigned.  Class A Warrant  Certificates may, however, be
so countersigned by the Warrant Agent (or by its successor as Warrant Agent) and
be  delivered  by the  Warrant  Agent,  notwithstanding  that one or more of the
persons whose manual or facsimile  signatures  appear thereon as proper officers
of the  Company  shall  have  ceased  to be such  officers  at the  time of such
countersignature or delivery.

Section 4.  Transfers and Exchanges.

     (a) The  Warrant  Agent  shall  transfer,  from  time to time,  any and all
outstanding  Class A Warrants  upon the books to be  maintained  by the  Warrant
Agent for that  purpose,  upon  surrender  of the  Class A  Warrant  Certificate
evidencing such Class A Warrants for transfer  properly  endorsed or accompanied
by appropriate  instructions for transfer.  Upon any such transfer,  new Class A
Warrant  Certificate(s)  shall be issued to the transferee  and the  surrendered
Class A Warrant  Certificate(s)  shall be canceled by the Warrant Agent. Class A
Warrant  Certificates so canceled shall be delivered by the Warrant Agent to the
Company  from time to time upon the  request of the  Company.  A Class A Warrant
Certificate may be exchanged at the option of the holder of such Class A Warrant
Certificate,  when  surrendered at the office of the Warrant Agent,  for another
Class A Warrant Certificate,  or other Class A Warrant Certificates of different
denominations  of like tenor and  evidencing  in the  aggregate a like number of
Class A Warrants.

     (b) The  Warrant  Agent  shall  transfer,  from  time to time,  any and all
outstanding  Class B Warrants  upon the books to be  maintained  by the  Warrant
Agent for that  purpose,  upon  surrender  of the  Class B  Warrant  Certificate
evidencing such Class B Warrants for transfer  properly  endorsed or accompanied
by appropriate  instructions for transfer.  Upon any such transfer,  new Class B
Warrant  Certificate(s)  shall be issued to the transferee  and the  surrendered
Class B Warrant  Certificate(s)  shall be canceled by the Warrant Agent. Class B
Warrant  Certificates so canceled shall be delivered by the Warrant Agent to the
Company  from time to time upon the  request of the  Company.  A Class B Warrant
Certificate may be exchanged at the option of the holder of such Class B Warrant
Certificate,  when  surrendered at the office of the Warrant Agent,  for another
Class B Warrant Certificate,  or other Class B Warrant Certificates of different
denominations  of like tenor and  evidencing  in the  aggregate a like number of
Class B Warrants.

Section 5.  Exercise of Warrants.

     (a) Subject to the provisions of this Agreement,  each registered holder of
a Class A Warrant  shall  have the  right,  which may be  exercised  at any time
during the Class A Warrant  Exercise  Period,  to purchase from the Company (and
the  Company  shall  issue and sell to such  registered  holder of such  Class A
Warrant) one fully paid and  non-assessable  share of Common Stock and one fully
paid and non-assessable Class B Warrant for every Class A Warrant owned by


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<PAGE>

such holder upon the surrender to the Company at the office of the Warrant Agent
of the Class A Warrant  Certificate  evidencing  such Class A Warrant,  with the
form of  election  to  purchase  on the  reverse  side of such  Class A  Warrant
Certificate duly completed, dated and signed, and upon payment to the Company of
the applicable Class A Warrant Exercise Price, determined in accordance with the
provisions  of  Sections 9 and 10 of this  Agreement,  for the number of Class A
Warrants so exercised.  Payment of such Class A Warrant  Exercise Price shall be
made in cash or by  certified  check or bank  draft  payable to the order of the
Company,  which  cash,  certified  check  or bank  draft  shall  immediately  be
delivered to the Company.  Notwithstanding  the  provisions  of the  immediately
preceding  sentence,  payment  of the Class A Warrant  Exercise  Price  upon the
exercise  of a Class A  Warrant  may be made in the  form of  services  rendered
having a value equal to the amount of such Class A Warrant  Exercise Price,  the
delivery of a duly  executed and  enforceable  promissory  note in the principal
amount of such Class A Warrant Exercise Price or other form of consideration, in
each  instance  as  approved,  in  advance  of such  exercise,  by the  Board of
Directors of the Company and  certified  as so approved by the  Secretary of the
Company in writing to the Warrant Agent.  Subject to the provisions of Section 6
of this Agreement, upon surrender of such duly completed, dated and signed Class
A Warrant  Certificate(s) and payment of the applicable Class A Warrant Exercise
Price,  the Company  shall issue and cause to be delivered  with all  reasonable
dispatch to, or upon the written order of, the registered holder of such Class A
Warrant(s) and in such name(s) as such registered  holder may designate,  one or
more stock certificates evidencing the number of full shares of Common Stock and
one or more Class B Warrant  Certificates  evidencing the number of full Class B
Warrants so  purchased  upon the  exercise of such Class A Warrants.  Such stock
certificate(s) and Class B Warrant  Certificate(s)  shall be deemed to have been
issued,  and any person so designated  to be named on such stock  certificate(s)
and Class B Warrant  Certificate(s)  shall be deemed to have become a registered
holder of such shares of Common  Stock and Class B  Warrants,  as of the date of
the surrender of such duly  completed,  dated and signed Class A Warrant(s)  and
payment of the applicable  Class A Warrant  Exercised  Price as provided in this
paragraph  5(a).  The right to exercise  the Class A Warrants  evidenced by each
Class A  Warrant  Certificate  shall  be  exercisable,  at the  election  of the
registered holder of such Class A Warrant Certificate,  either as an entirety or
from  time to time  for a  portion  of the  Class A  Warrants  specified  on the
exercise  form  and,  in the event  that  less than all of the Class A  Warrants
evidenced by a Class A Warrant  Certificate  are  exercised at any time prior to
the Class A Warrant Exercise  Termination  Time, one or more new Class A Warrant
Certificate(s) will be issued to the registered holder to evidence the remaining
number of Class A  Warrants  specified  in such Class A Warrant  Certificate  so
surrendered.  The Warrant Agent is hereby irrevocably  authorized to countersign
and to deliver the required new Class A Warrant  Certificate(s)  pursuant to the
provisions  of this  paragraph  5(a) and of Section 3 of this  Agreement and the
Company,  whenever requested by the Warrant Agent, will supply the Warrant Agent
with Class A Warrant  Certificates  duly  executed  on behalf of the Company for
such  purpose.  Anything in the  foregoing to the contrary  notwithstanding,  no
Class A Warrant will be exercisable  unless,  at the time of exercise,  there is
effective  with the SEC a  registration  statement  under the  Securities Act of
1933,  as amended (the  "Act"),  covering the shares of Common Stock and Class B
Warrants  issuable  upon  exercise  of such Class A Warrant  and such shares and
Class B Warrants  have been so  registered  or  qualified or deemed to be exempt
under the securities laws of the state of residence of the registered  holder of
such Class A Warrant.  The Company shall use its best efforts to have all shares
of Common  Stock and Class B Warrants  so  registered  or  qualified  through no
earlier than the Class A Warrant Exercise Termination Time.


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<PAGE>

     (b) Subject to the provisions of this Agreement,  each registered holder of
a Class B Warrant  shall  have the  right,  which may be  exercised  at any time
during the Class B Warrant  Exercise  Period,  to purchase from the Company (and
the  Company  shall  issue and sell to such  registered  holder of such  Class B
Warrant) one fully paid and non-assessable share of Common Stock for every Class
B Warrant  owned by such holder upon the  surrender to the Company at the office
of the Warrant Agent of the Class B Warrant Certificate  evidencing such Class B
Warrant, with the form of election to purchase on the reverse side of such Class
B Warrant Certificate duly completed,  dated and signed, and upon payment to the
Company  of the  applicable  Class  B  Warrant  Exercise  Price,  determined  in
accordance with the provisions of Sections 9 and 10 of this  Agreement,  for the
number  of Class B  Warrants  so  exercised.  Payment  of such  Class B  Warrant
Exercise Price shall be made in cash or by certified check or bank draft payable
to the order of the  Company,  which cash,  certified  check or bank draft shall
immediately be delivered to the Company.  Notwithstanding  the provisions of the
immediately  preceding  sentence,  payment of the Class B Warrant Exercise Price
upon the  exercise  of a Class B  Warrant  may be made in the  form of  services
rendered  having a value  equal to the amount of such  Class B Warrant  Exercise
Price,  the delivery of a duly executed and  enforceable  promissory note in the
principal  amount  of such  Class B  Warrant  Exercise  Price or  other  form of
consideration, in each instance as approved, in advance of such exercise, by the
Board of Directors of the Company and  certified as so approved by the Secretary
of the Company in writing to the Warrant  Agent.  Subject to the  provisions  of
Section 6 of this Agreement,  upon surrender of such duly  completed,  dated and
signed  Class B Warrant  Certificate(s)  and payment of the  applicable  Class B
Warrant  Exercise Price,  the Company shall issue and cause to be delivered with
all reasonable  dispatch to, or upon the written order of, the registered holder
of such Class B  Warrant(s)  and in such name(s) as such  registered  holder may
designate,  one or more stock certificates  evidencing the number of full shares
of Common  Stock so purchased  upon the exercise of such Class B Warrants.  Such
stock  certificate(s)  shall be deemed to have been  issued,  and any  person so
designated  to be named on such  stock  certificate(s)  shall be  deemed to have
become a registered holder of such shares of Common Stock, as of the date of the
surrender  of such duly  completed,  dated and  signed  Class B  Warrant(s)  and
payment of the Class B Warrant  Exercised  Price as provided  in this  paragraph
5(b).  The right to  exercise  the Class B  Warrants  evidenced  by each Class B
Warrant  Certificate  shall be  exercisable,  at the election of the  registered
holder of such Class B Warrant  Certificate,  either as an entirety or from time
to time for a portion of the Class B Warrants  specified  on the  exercise  form
and,  in the event  that less than all of the Class B  Warrants  evidenced  by a
Class B  Warrant  Certificate  are  exercised  at any time  prior to the Class B
Warrant   Exercise   Termination   Time,   one  or  more  new  Class  B  Warrant
Certificate(s) will be issued to the registered holder to evidence the remaining
number of Class B  Warrants  specified  in such Class B Warrant  Certificate  so
surrendered.  The Warrant Agent is hereby irrevocably  authorized to countersign
and to deliver the required new Class B Warrant  Certificate(s)  pursuant to the
provisions  of this  paragraph  5(b) and of Section 3 of this  Agreement and the
Company,  whenever requested by the Warrant Agent, will supply the Warrant Agent
with Class B Warrant  Certificates  duly  executed  on behalf of the Company for
such  purpose.  Anything in the  foregoing to the contrary  notwithstanding,  no
Class B Warrant will be exercisable  unless,  at the time of exercise,  there is
effective  with the SEC a  registration  statement  under the Act  covering  the
shares of Common Stock  issuable  upon exercise of such Class B Warrant and such
shares have been so  registered  or  qualified  or deemed to be exempt under the
securities laws of the state of residence of the registered holder of such Class
B


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<PAGE>

Warrant.  The  Company  shall use its best  efforts to have all shares of Common
Stock so  registered  or  qualified  through no earlier than the Class B Warrant
Exercise Termination Time.

     (c) The  Company  and  Warrant  Agent  shall  determine,  in their sole and
absolute  discretion,  whether a Class A Warrant  Certificate or Class B Warrant
Certificate has been duly completed, dated and signed to effect a valid exercise
of the Class A  Warrants  evidenced  by such Class A Warrant  Certificate  or to
effect a valid  exercise  of the  Class B  Warrants  evidenced  by such  Class B
Warrant  Certificate,  as the case may be. The  Warrant  Agent will  provide the
Company with such  information,  in connection with the exercise of each Class A
Warrant and Class B Warrant, as the Company may reasonably request.

     (d) The Company may at any time, during business hours, examine the records
of the Warrant  Agent with respect to the Class A Warrants and Class B Warrants,
including the Warrant  Agent's ledger of original  Class A Warrant  Certificates
and/or Class B Warrant Certificates  returned to the Warrant Agent upon exercise
of Class A Warrants or Class B Warrants, as the case may be.

     (e) The Warrant  Agreement shall have the right to impose  additional rules
regarding  the  valid  exercise  or  transfer  of  Class A  Warrants  or Class B
Warrants,   including   requirements  as  to  signature  guarantees  on  warrant
certificates  evidencing  the  Class A  Warrants  or Class B  Warrants  being so
exercised, assigned or transferred.

Section 6. Payment of Taxes.  The Company will pay any  documentary  stamp taxes
attributable  to the  initial  issuance  of shares  of Common  Stock and Class B
Warrants  issuable upon exercise of Class A Warrants and the initial issuance of
shares of Common Stock  issuable  upon  exercise of Class B Warrants;  provided,
however,  that the  Company  shall not be  required  to pay any tax which may be
payable in respect of any transfer  involved in (i) the issue or delivery of any
shares of Common  Stock or Class B  Warrants  in a name  other  than that of the
registered  holder of Class A Warrants in respect of which such shares and Class
B  Warrants  are  issued or (ii) the issue or  delivery  of any shares of Common
Stock in a name other than that of the registered  holder of Class B Warrants in
respect of which such  shares are issued;  and in either such case,  neither the
Company  nor the  Warrant  Agent  shall be  required  to issue  or  deliver  any
certificate evidencing shares of Common Stock, any Class A Warrants or any Class
B Warrants  until the person  requesting  the same has paid to the  Company  the
amount of such tax or has  established to the Company's  satisfaction  that such
tax has been paid.

Section  7.  Mutilated  or  Missing  Warrants.  In  case  any  Class  A  Warrant
Certificate or Class B Warrant  Certificate shall be mutilated,  lost, stolen or
destroyed, the Company may, in its discretion, issue and the Warrant Agent shall
countersign and deliver in exchange and substitution  for and upon  cancellation
of the mutilated warrant  certificate or, in lieu of and in substitution for the
lost, stolen or destroyed warrant certificate, a new Class A Warrant Certificate
or  Class B  Warrant  Certificate,  as the  case  may  be,  of  like  tenor  and
representing an equivalent right or interest,  but only upon receipt of evidence
satisfactory to the Company and Warrant Agent of such loss, theft or destruction


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<PAGE>

and, in case of a lost, stolen or destroyed warrant  certificate,  an indemnity,
if requested, also satisfactory to the Company and Warrant Agent. Applicants for
such  substitute  warrant   certificates  shall  also  comply  with  such  other
reasonable regulations and pay such reasonable charges as the Company or Warrant
Agent may prescribe.

Section 8.  Reservation  and Issuance of Common Stock;  Cancellation  of Warrant
Certificates.  There have been reserved, and the Company shall at all times keep
reserved, out of the authorized and unissued shares of Common Stock, a number of
shares of Common Stock  sufficient  to provide for the exercise of the rights of
purchase  represented  by  both  the  Class A  Warrants  and  Class B  Warrants,
including those Class B Warrants that have yet to be issued due to the fact that
the Class A Warrants  have yet to be exercised,  and the transfer  agent for the
shares of Common  Stock and every  subsequent  transfer  agent for any shares of
Common Stock issuable upon the exercise of any of the Class A Warrants and Class
B Warrants are irrevocably  authorized and directed at all times to reserve such
number of  authorized  and unissued  shares of Common Stock as shall be required
for such purpose. The Company agrees that all shares of Common Stock issued upon
exercise of the Class A Warrants  and Class B Warrants  shall be, at the time of
delivery of the  certificates  of such shares,  validly issued and  outstanding,
fully paid and non-assessable and listed on any national  securities exchange or
quoted on the Nasdaq  Stock  Market upon which the other  shares of Common Stock
are then listed or quoted.  So long as any unexpired Class A Warrants or Class B
Warrants  remain   outstanding,   the  Company  will  file  such  post-effective
amendments  to the  Registration  Statement (or other  appropriate  registration
statements or  post-effective  amendment or  supplements) as may be necessary to
permit  the to deliver to each  holder  exercising  a Class A Warrant or Class B
Warrant,  a prospectus  meeting the  requirements of Section 10(a)(3) of the Act
and otherwise complying with the Act, and will deliver such a prospectus to each
such  person.  To the extent that during any period  where it is not  reasonably
likely that the Class A Warrants or Class B Warrants will be  exercised,  due to
market  price or  otherwise,  the  Company  need not file such a  post-effective
amendment  (or  other  appropriate  registration  statements  or  post-effective
amendment or  supplements)  during such period.  The Company will keep a copy of
this  Agreement on file with the  transfer  agent for the shares of Common Stock
and with every subsequent transfer agent for any shares of Common Stock issuable
upon the  exercise  of the Class A Warrants  and Class B  Warrants.  The Warrant
Agent is  irrevocably  authorized  to  requisition  from  time to time from such
transfer agent stock certificates  required to honor the exercise of outstanding
Class A Warrants and/or Class B Warrants.  The Company will supply such transfer
agent  with duly  executed  stock  certificates  for that  purpose.  All Class A
Warrant  Certificates  and  Class  B  Warrant  Certificates  surrendered  in the
exercise  of Class A Warrants  and Class B  Warrants  shall be  canceled  by the
Warrant  Agent  and shall  thereafter  be  delivered  to the  Company,  and such
canceled warrant certificates shall constitute sufficient evidence of the number
of shares of Common  Stock which have been issued upon the exercise of the Class
A  Warrants  and/or  Class  B  Warrants   evidenced  by  such  canceled  warrant
certificates.  Promptly after the Class A Warrant Exercise  Expiration Time, the
Warrant Agent shall certify to the Company the total aggregate amount of Class A
Warrants then  outstanding and,  thereafter,  no shares of Common Stock shall be
subject to  reservation in respect of such Class A Warrants nor may such Class A
Warrants  be  exercised,  except as  provided  in Section 13 of this  Agreement.
Promptly after the Class B Warrant  Exercise  Expiration Time, the Warrant Agent
shall certify to the Company the total aggregate amount of Class B Warrants then
outstanding and,


                                       8
<PAGE>

thereafter, no shares of Common Stock shall be subject to reservation in respect
of such Class B Warrants nor may such Class B Warrants be  exercised,  except as
provided in Section 13 of this Agreement.

Section 9.  Warrant Exercise Prices; Adjustments.

     (a)  Adjustments  to Class A Warrants.  The Class A Warrant  Exercise Price
initially  shall be $6.00 per  Class A  Warrant.  The  Class A Warrant  Exercise
Price,  the  number  and  kind of  securities,  but not the  number  of  Class B
Warrants, purchasable upon the exercise of each Class A Warrant shall be subject
to adjustment  from time to time upon the happening of the events  enumerated in
this paragraph 9(a).

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

               (A)  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 outstanding shares of Common Stock;

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

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

               (D) issue by  reclassification  of 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 or surviving corporation);

     then the number and kind of shares of Common Stock,  but not the number and
     kind of Class B Warrants, purchasable upon exercise of each Class A Warrant
     outstanding  immediately prior thereto shall be adjusted so that each Class
     A Warrant shall  entitle the holder  thereof to receive the kind and number
     of shares of Common  Stock or other  securities  of the  Company  which the
     Class A  Warrant  would  have  entitled  the  holder to  receive  after the
     happening  of any of the  events  described  above had such Class A 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 shares of Common  Stock  purchasable  upon the
     exercise  of  each  then  outstanding  Class  A  Warrant  pursuant  to this
     subparagraph  9(a)(i), the Class A Warrant Exercise 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 Class A
     Warrant  immediately  after such  adjustment  into the total amount payable
     upon exercise of such Class A Warrant in full immediately prior to


                                       9
<PAGE>

     such adjustment.  An adjustment made pursuant to this subparagraph  9(a)(i)
     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.

          (ii) Extraordinary  Dividends.  In case the Company shall, at any time
     on or after the  Warrant  Exercise  Commencement  Date and on or before the
     Class A Warrant  Expiration  Time,  fix a record  date for the  issuance of
     rights, options, or warrants to all holders of 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
     9(c) of this  Agreement)  on such  record  date,  then each Class A Warrant
     shall be  adjusted by  multiplying  the Class A Warrant  Exercise  Price in
     effect  immediately  prior to such record date by a fraction,  of which (A)
     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 (B) 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;  provided,
     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
     Class A Warrant  Exercise Price shall be readjusted  (but only with respect
     to Class A Warrants exercised after such expiration) to the Class A Warrant
     Exercise 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 delivered to
     the Warrant Agent.  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.

          (iii) Extraordinary  Distributions.  In case the Company shall, at any
     time on or after the Warrant Commencement Date and on or before the Class A
     Warrant Expiration Time, distribute to all holders of outstanding 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 the Company's indebtedness or assets (excluding cash dividends
     and distributions payable out of consolidated net income or earned


                                       10
<PAGE>


     surplus in  accordance  with  Nevada  law and  dividends  or  distributions
     payable in shares of stock described in subparagraphs 9(a)(i) or 9(b)(i) of
     this  Agreement)  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 Class A Warrant  Exercise Price shall be
     adjusted  by  multiplying  the  Class A  Warrant  Exercise  Price in effect
     immediately  prior to the record date for such  distribution by a fraction,
     of which (A) the numerator  shall be the current  Market Price per share of
     Common Stock 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 statement delivered to the Warrant
     Agent) 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 (B) 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.

          (iv) 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 subparagraphs  9(a)(i)
     or  9(b)(i)  of this  Agreement),  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  subparagraphs  9(a)(i)  or  9(b)(i) of this
     Agreement  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 Warrant Exercise Commencement Date and on or before the Class A Warrant
     Exercise  Expiration  Time, each Class A 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  Agreement,  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 Class A Warrant  would have been entitled to receive
     upon  such  capital  reorganization,  reclassification  of shares of Common
     Stock,  consolidation,  merger,  or sale,  along  with a Class B Warrant as
     otherwise  provided  herein;  and,  in any such  case,  if  necessary,  the
     provisions  set forth in this paragraph 9(a) with respect to the rights and
     interests   thereafter  of  the  holders  of  Class  A  Warrants  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 Class A 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  holders  of Class A  Warrants  such  shares,
     securities, assets, or cash as, in


                                       11
<PAGE>

     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
     subparagraph 9(a)(iv).

     (b)  Adjustments  to Class B Warrants.  The Class B Warrant  Exercise Price
initially  shall be $9.00 per  Class B  Warrant.  The  Class B Warrant  Exercise
Price, the number and kind of securities,  purchasable upon the exercise of each
Class B  Warrant  shall be  subject  to  adjustment  from  time to time upon the
happening of the events enumerated in this paragraph 9(b).

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

               (A)  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 outstanding shares of Common Stock;

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

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

               (D) issue by  reclassification  of 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 or surviving corporation);

     then the  number  and kind of  shares  of  Common  Stock  purchasable  upon
     exercise  of each Class B Warrant  outstanding  immediately  prior  thereto
     shall be adjusted so that each Class B Warrant  shall entitle its holder to
     receive the kind and number of shares of Common  Stock or other  securities
     of the Company  which the Class B Warrant  would have  entitled  the holder
     thereof to receive after the happening of any of the events described above
     had such Class B 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 shares of Common
     Stock  purchasable  upon the  exercise  of each  then  outstanding  Class B
     Warrant pursuant to this subparagraph 9(b)(i), the Class B Warrant Exercise
     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 Class B Warrant  immediately after such adjustment into the
     total  amount  payable  upon  exercise  of  such  Class B  Warrant  in full
     immediately  prior to such adjustment.  An adjustment made pursuant to this
     subparagraph 9(b)(i) 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.


                                       12
<PAGE>

          (ii) Extraordinary  Dividends.  In case the Company shall, at any time
     on or after the  Warrant  Exercise  Commencement  Date and on or before the
     Class B Warrant  Expiration  Time,  fix a record  date for the  issuance of
     rights, options, or warrants to all holders of 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 on such record date,  then
     each Class B Warrant shall be adjusted by  multiplying  the Class B Warrant
     Exercise  Price  in  effect  immediately  prior  to such  record  date by a
     fraction,  of which  (A) 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  (B)  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;  provided 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  Class  B  Warrant  Exercise  Price  shall  be
     readjusted (but only with respect to Class B Warrants  exercised after such
     expiration)  to the Class B Warrant  Exercise  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  delivered to the Warrant Agent.  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.

          (iii) Extraordinary  Distributions.  In case the Company shall, at any
     time on or after the Warrant Commencement Date and on or before the Class B
     Warrant Expiration Time, distribute to all holders of outstanding 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 the Company's indebtedness or assets (excluding cash dividends
     and distributions  payable out of consolidated net income or earned surplus
     in  accordance  with Nevada law and dividends or  distributions  payable in
     shares of stock  described  in  subparagraphs  9(a)(i)  or  9(b)(i) of this
     Agreement) 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 Class B Warrant Exercise Price shall be adjusted by
     multiplying


                                       13
<PAGE>

     the  Class B Warrant  Exercise  Price in  effect  immediately  prior to the
     record date for such distribution by a fraction, of which (A) the numerator
     shall be the current  Market Price per share of Common Stock 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 statement  delivered to the Warrant Agent) 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 (B)
     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.

          (iv) 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 subparagraphs  9(a)(i)
     or  9(b)(i)  of this  Agreement),  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  subparagraphs  9(a)(i)  or  9(b)(i)  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  Warrant
     Exercise  Commencement  Date and on or before the Class B Warrant  Exercise
     Expiration   Time,   each  Class  B  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  Agreement,  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 Class B 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 paragraph 9(b) with respect to the rights
     and  interests  thereafter  of the  holders  of Class B  Warrants  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 Class B 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  holders  of Class B  Warrants  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 subparagraph 9(b)(iv).


                                       14
<PAGE>

     (c) Current Market Price Defined.  For the purpose of any computation under
paragraphs 9(a) and/or 9(b) and Section 10 of this Agreement, 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.

     (d) Minimum Adjustment.  Except as hereinafter  provided,  no adjustment of
the Class A Warrant  Exercise Price nor the Class B Warrant Exercise Price shall
be made if such adjustment  results in a change of the Class A Warrant  Exercise
Price or Class B Warrant  Exercise  Price then in effect of less than five cents
($.05)  per  Class A  Warrant  or  Class B  Warrant,  as the  case  may be.  Any
adjustment  of less  than  five  cents  ($.05)  per share of any Class A Warrant
Exercise Price or the Class B Warrant  Exercise  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) or more per Class A Warrant  or Class B Warrant,  as the case
may be.  However,  upon  exercise  of a Class A Warrant or Class B Warrant,  the
Company  shall  make  all  necessary  adjustments  (to  the  nearest  cent)  not
theretofore  made to the  Class A  Warrant  Exercise  Price  and Class B Warrant
Exercise  Price up to and including  the effective  date upon which such Class A
Warrant or Class B Warrant, as the case may be, is exercised.

     (e) Notice of Adjustments.  Whenever the Class A Warrant  Exercise Price or
Class B Warrant Exercise Price shall be adjusted pursuant to this Section 9, 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), to the


                                       15
<PAGE>

Warrant Agent who shall forward copies of such  certificate  to each  registered
holder of Class A Warrants and Class B Warrants.

     (f)  Adjustments  to Other  Securities.  Except with respect to the Class B
Warrants  issued upon  exercise  of Class A  Warrants,  in the event that at any
time, as a result of an  adjustment  made pursuant to this Section 9, the holder
of a Class A Warrant or Class B Warrant  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  Class A Warrant  and Class B Warrant  and the Class A Warrant
Exercise Price and Class B Warrant  Exercise 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 contained in Paragraphs 9(a) and
9(b) of this Agreement.

     (g) Deferral of Issuance of Additional Shares in Certain Circumstances.  In
any case in which this Section 9 shall require that an adjustment in the Class A
Warrant Exercise Price or Class B Warrant Exercise 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 Class A Warrant or Class B
Warrant  exercised  after such record date the shares of Common  Stock,  if any,
issuable upon such  exercise over and above the shares of Common Stock,  if any,
issuable upon such exercise on the basis of the Class A Warrant  Exercise  Price
or Class B Warrant  Exercise  Price, as the case may be, 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.

     (h) Company Right to Reduce the Class A Warrant Exercise Price and/or Class
B Warrant Exercise Price.  Notwithstanding  anything contained in this Agreement
to the contrary,  the Company has the right,  exercisable  in the Company's sole
discretion,  at any time  prior to the  Class A  Warrant  Expiration  Time  with
respect  to the Class A  Warrants  and at any time  prior to the Class B Warrant
Expiration Time with respect to the Class B Warrants,  and from time to time, on
not less than 30 days' prior written notice (each, a "Reduced  Warrant  Exercise
Price Notice") to the  registered  holders of all  outstanding  Class A Warrants
and/or  Class B Warrants,  to reduce the Class A Warrant  Exercise  Price and/or
Class B Warrant  Exercise  Price as then in effect;  provided that the period in
which  such  reduced  Class A  Warrant  Exercise  Price  and/or  Class B Warrant
Exercise  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 Warrant
Exercise Price Notice.

     (i) Warrant Agent's Obligations and Liabilities with Respect to an Exercise
Price  Adjustment.  The  Warrant  Agent  shall have no duty with  respect to any
statement or certificate of the Company filed with the Warrant Agent pursuant to
this  Section 9, except to keep such  statement on file,  forward  copies to the
registered  holders of Class A Warrants and Class B Warrants as required by this
Section 9 and to make such statement or certificate  available for inspection by
the registered holders of Class A Warrants or Class B Warrants during reasonable
business  hours,  and the Warrant  Agent may  conclusively  rely upon the latest
statement(s) or  certificate(s)  furnished to the Warrant Agent pursuant to this
Section 9. The Warrant Agent shall not at any time be under any


                                       16
<PAGE>

duty or  responsibility to any holder of a Class A Warrant or Class B Warrant to
determine  whether any facts exist which may require any adjustment of the Class
A Warrant  Exercise Price or Class B Warrant  Exercise Price, or with respect to
the nature or extent of any adjustment of the Class A Warrant  Exercise Price or
Class B Warrant Exercise Price when made, or with respect to the method employed
in making any such  adjustment,  or with  respect to the nature or extent of the
property or securities deliverable  hereunder.  In the absence of a statement or
certificate having been furnished,  the Warrant Agent may conclusively rely upon
the provisions of this Agreement and the Class A Warrant  Certificates and Class
B Warrant  Certificates  with respect to the Common Stock  deliverable  upon the
exercise of the Class A Warrants and Class B Warrants and the applicable Class A
Warrant Exercise Price and Class B Warrant Exercise Price.

     (j) Use of Warrant  Certificates  Following  an  Adjustment  in an Exercise
Price.  Irrespective of any adjustments in the Class A Warrant Exercise Price or
Class B Warrant  Exercise  Price,  or the number or kind of securities  issuable
upon exercise of the Class A Warrants or Class B Warrants, warrants certificates
previously  or  thereafter  issued may  continue  to express  the same price and
number  and kind of shares as are  stated in the  similar  warrant  certificates
initially issuable pursuant to this Agreement.

     (k) The Company may retain a firm of independent  public  accountants  (who
may be any such firm regularly  employed by the Company) to make any computation
required  under  this  Section  9,  and  any  certificate   setting  forth  such
computation signed by such firm shall be conclusive  evidence of the correctness
of any computation made under this Section 9.

Section 10.  Fractional  Interest.  Class A Warrants and/or Class B Warrants may
only be exercised to purchase  full shares of Common Stock and the Company shall
not be required to issue  fractions  of shares of Common Stock upon the exercise
of Class A  Warrants  or  Class B  Warrants.  However,  if a  registered  holder
exercises  all Class A Warrants or Class B Warrants then owned of record by such
registered holder and such exercise would result in the issuance of a fractional
share,  the Company will pay to such record  holder,  in lieu of the issuance of
any fractional share otherwise issuable,  an amount of cash based on the current
Market Price of the Common Stock as of such date of final exercise.

Section 11. Information to Warrantholders. The Company shall cause copies of all
financial statements and reports,  proxy statements and other documents that are
sent to the  Company's  stockholders  to be sent by  first-class  mail,  postage
prepaid,  on the date of mailing to such stockholders,  to each record holder of
Class A Warrants and Class B Warrants at such holder's address  appearing in the
warrant   registers  as  of  the  record  date  for  the  determination  of  the
stockholders entitled to such documents.


                                       17
<PAGE>

Section 12.  Disposition of Proceeds on Exercise of Warrants;  Copy of Agreement
Available for Inspection.

     (a) The  Warrant  Agent  shall  promptly  forward to the Company all monies
received by the Warrant Agent through the exercise of Class A Warrants and Class
B Warrants.

     (b) The Warrant  Agent shall keep a copy of this  Agreement  available  for
inspection by registered holders of Class A Warrants and Class B Warrants during
normal business hours.

Section 13.  Redemption of Warrants.

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

     (b)  Notwithstanding  anything to the contrary contained in this Agreement,
the Class B Warrants are redeemable by the Company, in whole but not in part, on
not less than 30 days' prior written  notice (the "Class B Redemption  Notice"),
at  the  Redemption  Price,  at  any  time  on or  after  the  Warrant  Exercise
Commencement  Date.  Each  holder of a Class B Warrant  will have full rights to
exercise all of such holder's Class B Warrants subject to the Class B Redemption
Notice  until  5:00  p.m.,  Henderson,  Nevada  time (the  "Class B  Accelerated
Expiration  Time"),  on the business  day  immediately  preceding  the date (the
"Class B  Redemption  Date")  fixed for  redemption  in the  Class B  Redemption
Notice.  Notwithstanding  anything to the contrary  contained in this Agreement,
(i) the  Company  shall have the option,  without  further  compensation  to the
holders of Class B Warrants other than the payment of the  Redemption  Price per
Class B  Warrant,  to  cause  any or all of  those  Class B  Warrants  (each,  a
"Non-Exercised  Class B Warrant") which were not properly exercised on or before
the Class B  Accelerated  Expiration  Time to be assigned to one or more Standby
Purchasers,  effective immediately following the Class B Accelerated  Expiration
Time, for


                                       18
<PAGE>

the consideration  equal to $.001 per  Non-Exercised  Class B Warrant payable to
the Company,  and (ii) each Standby  Purchaser  shall have the right to exercise
the Non-Exercised Class B Warrants so assigned to such Standby Purchaser through
the fourteenth day following the Class B Redemption Date.

Section 14.  Merger or  Consolidation  or Change of Name of Warrant  Agent.  Any
corporation or company which may succeed to the corporate  trust business of the
Warrant  Agent,  by any  merger  or  consolidation  or  otherwise,  shall be the
successor to the Warrant  Agent under this  Agreement  without the  execution or
filing of any paper or any further act on the part of any of the parties to this
Agreement,  provided  that  such  corporation  would be  eligible  to serve as a
successor  Warrant  Agent  under the  provisions  of  Sections 15 and 16 of this
Agreement.  In case,  at the time such  successor  to the  Warrant  Agent  shall
succeed to the  agency  created  by this  Agreement,  any of the Class A Warrant
Certificates or Class B Warrant  Certificates  shall have been countersigned but
not  delivered,   any  such  successor  to  the  Warrant  Agent  may  adopt  the
countersignature  of  the  original  Warrant  Agent  and  deliver  such  warrant
certificates as so  countersigned.  In case, at any time the name of the Warrant
Agent shall be changed and at such time any of the Class A Warrant  Certificates
or Class B Warrant Certificates shall have been countersigned but not delivered,
the  Warrant  Agent  may  adopt the  countersignature  under its prior  name and
deliver such warrant  certificates as so countersigned.  In all such cases, such
warrant  certificates as so countersigned  shall have the full force provided in
the warrant certificates and in this Agreement.

Section 15. Duties of Warrant Agent. The Warrant Agent undertakes the duties and
obligations imposed by this Agreement upon the terms and conditions set forth in
this Section 15, by all of which the Company and the holders of Class A Warrants
and/or Class B Warrants, by their acceptance of warrant certificates  evidencing
such Class A Warrants or Class B Warrants, as the case may be, shall be bound.

     (a) The statements of fact and recitals contained herein and in the Class A
Warrant  Certificates  and  Class B  Warrant  Certificates  shall  be  taken  as
statements of the Company,  and the Warrant Agent assumes no responsibility  for
the  correctness of any of the same except such as describe the Warrant Agent or
action taken or to be taken by the Warrant  Agent.  The Warrant Agent assumes no
responsibility with respect to the distribution of the Class A Warrants, Class B
Warrants,  Class A Warrant Certificates or Class B Warrant Certificates,  except
as expressly provided in this Agreement.

     (b) The  Warrant  Agent  shall not be  responsible  for any  failure of the
Company to comply with any of the  covenants  contained in this  Agreement or in
the Class A Warrant  Certificates or Class B Warrant Certificates to be complied
with by the Company.

     (c) The Warrant Agent may consult at any time with counsel  satisfactory to
it (who may be counsel for the  Company)  and the  Warrant  Agent shall incur no
liability  or  responsibility  to the  Company  or to any  holder of any Class A
Warrant or Class B Warrant in respect


                                       19
<PAGE>

of any action  taken,  suffered or omitted by it  hereunder in good faith and in
accordance with the opinion or the advice of such counsel.

     (d) The Warrant  Agent shall incur no  liability or  responsibility  to the
Company  or to any  holder  of any Class A  Warrant  or Class B Warrant  for any
action  taken in reliance on any notice,  resolution,  waiver,  consent,  order,
certificate or other instrument  believed by the Warrant Agent to be genuine and
to have been signed, sent or presented by the proper party or parties.

     (e) The Company agrees to pay to the Warrant Agent reasonable  compensation
for  all  services  rendered  by the  Warrant  Agent  in the  execution  of this
Agreement,  to  reimburse  the  Warrant  Agent  for  all  expenses,   taxes  and
governmental  charges and other  charges  incurred  by the Warrant  Agent in the
execution  of this  Agreement  and to  indemnify  the Warrant  Agent and save it
harmless  against  any and  all  liabilities,  including  judgments,  costs  and
reasonable  counsel  fees,  for anything done or omitted by the Warrant Agent in
the  execution  of this  Agreement  except  as a result of the  Warrant  Agent's
negligence, willful misconduct or bad faith.

     (f) The Warrant Agent shall be under no obligation to institute any action,
suit or legal  proceeding or to take any other action likely to involve expenses
unless the  Company  or one or more  registered  holders of Class A Warrants  or
Class B Warrants  shall furnish the Warrant Agent with  reasonable  security and
indemnity for any costs and expenses  which may be incurred,  but this provision
shall not  affect  the  power of the  Warrant  Agent to take such  action as the
Warrant Agent may consider proper,  whether with or without any such security or
indemnity. All rights of action under this Agreement or under any of the Class A
Warrants or Class B Warrants  may be enforced by the Warrant  Agent  without the
possession  of any of the  Class A  Warrant  Certificates  or  Class  B  Warrant
Certificates or the production thereof at any trial or other proceeding, and any
such action, suit or proceeding instituted by the Warrant Agent shall be brought
in its name as Warrant  Agent,  and any  recovery of  judgment  shall be for the
ratable  benefit of the  registered  holders of the Class A Warrants and Class B
Warrants, as their respective rights and interests may appear.

     (g) The Warrant Agent and any stockholder,  director,  officer,  partner or
employee  of the  Warrant  Agent  may  buy,  sell or deal in any of the  Class A
Warrants  and/or Class B Warrants or other  securities  of the Company or become
pecuniarily   interested  in  any  transaction  in  which  the  Company  may  be
interested,  or  contract  with or lend money to or  otherwise  act as fully and
freely as though it were not the  Warrant  Agent under this  Agreement.  Nothing
contained in this Agreement  shall preclude the Warrant Agent from acting in any
other capacity for the Company or for any other legal entity.

     (h) The Warrant  Agent shall act  hereunder  solely as agent and its duties
shall be determined solely by the provisions of this Agreement.

     (i) The Warrant  Agent may execute and exercise any of the rights or powers
vested in it or perform  any duty under this  Agreement  either  itself or by or
through the Warrant  Agent's  attorneys,  agents or  employees,  and the Warrant
Agent shall not be answerable or accountable for any such  attorneys,  agents or
employees or for any loss to the Company resulting


                                       20
<PAGE>

from such neglect or misconduct,  provided reasonable care had been exercised in
the selection and continued employment thereof.

     (j) Any request, direction,  election, order or demand of the Company shall
be sufficiently  evidenced by an instrument signed in the name of the Company by
its Chief Executive  Officer,  President or a Vice President or its Secretary or
an Assistant  Secretary or its Treasurer or an Assistant Treasurer (unless other
evidence  in  respect  thereof  be  herein  specifically  prescribed);  and  any
resolution  of the Board of Directors may be evidenced to the Warrant Agent by a
copy  thereof  certified  by the  Secretary  or an  Assistant  Secretary  of the
Company.

Section  16.  Change of  Warrant  Agent.  The  Warrant  Agent may  resign and be
discharged  from its duties under this Agreement by giving to the Company notice
in  writing,  and to  registered  holders  of the Class A  Warrants  and Class B
Warrants  notice by  mailing  such  notice to the  registered  holders  at their
addresses appearing on the warrant registers, of such resignation,  specifying a
date when such resignation  shall take effect.  The Warrant Agent may be removed
by like  notice to the Warrant  Agent from the  Company and the like  mailing of
notice to the  registered  holders of the Class A Warrants and Class B Warrants.
If the  Warrant  Agent  shall  resign or be  removed or shall  otherwise  become
incapable of acting, the Company shall appoint a successor to the Warrant Agent.
If the Company  shall fail to make such  appointment  within a period of 30 days
after such  removal or after the  Company  has been  notified in writing of such
resignation  or incapacity by the  resigning or  incapacitated  Warrant Agent or
after the Company has received such notice from a registered holder of a Class A
Warrant or Class B Warrant  (who shall,  with such  notice,  submit the holder's
Class A Warrant Certificate or Class B Warrant Certificate,  as the case may be,
for  inspection  by the  Company),  then the  registered  holder  of any Class A
Warrant or Class B Warrant may apply to any court of competent  jurisdiction for
the  appointment  of a successor to the Warrant  Agent.  Any  successor  Warrant
Agent,  whether appointed by the Company or by such a court,  shall be a bank or
trust company, in good standing,  incorporated under Nevada, New York or federal
law.  After  appointment,  the successor  Warrant Agent shall be vested with the
same powers,  rights,  duties and  responsibilities  as if the successor Warrant
Agent had been  originally  named as Warrant Agent under this Agreement  without
further act or deed and the former  Warrant  Agent shall deliver and transfer to
the successor Warrant Agent all canceled Class A Warrant  Certificates and Class
B Warrant  Certificates,  records  and  property  at the time held by the former
Warrant Agent,  pursuant to this Agreement,  and execute and deliver any further
assurance or conveyance necessary for such purpose.  Failure to file or mail any
notice provided for in this Section 16,  however,  or any defect in such notice,
shall not affect the validity of the resignation or removal of the Warrant Agent
or the appointment of the successor Warrant Agent, as the case may be.

Section 17.  Identity of Transfer  Agent.  Forthwith upon the appointment of any
transfer  agent for the  shares of Common  Stock or of any  subsequent  transfer
agent for the shares of Common Stock or other securities of the Company issuable
upon the exercise of Class A Warrants or Class B Warrants, the Company will file
with the Warrant  Agent a statement  setting  forth the name and address of such
transfer agent.


                                       21
<PAGE>

Section 18. Notices.  All requests,  demands,  notices and other  communications
required or otherwise given under this Agreement shall be sufficiently  given if
(a)  delivered  by hand  against  written  receipt  therefor,  (b)  forwarded by
overnight courier  requiring  acknowledgment of receipt or (c) mailed by postage
prepaid,  registered or certified mail, return receipt requested  addressed,  as
follows:

      If to the Company, to:       Crest View Inc.
                                   1700 West Horizon Ridge Parkway - Suite 202
                                   Henderson, Nevada 89012
                                   Attention:  President

      with a copy to:              Snow Becker Krauss P.C.
                                   605 Third Avenue
                                   New York, New York 10158-0125
                                   Attention: Elliot H. Lutzker, Esq.

      if to the Warrant Agent, to: Pacific Stock Transfer Company
                                   500 East Warm Springs Road - Suite 240
                                   Las Vegas, Nevada  89119
                                   Attention:  President

or, in the case of any of the  parties  hereto,  at such  other  address as such
party shall have  furnished in writing,  in accordance  with this Section 18, to
the other party to this Agreement.  Each such request,  demand,  notice or other
communication  shall be deemed given (x) on the date of delivery by hand, (y) on
the first business day following the date of delivery to an overnight courier or
(z) three business days following mailing by registered or certified mail.

Section 19.  Supplements and  Amendments.  The Company and the Warrant Agent may
from  time to time  supplement  or  amend  this  Agreement  in order to cure any
ambiguity or to correct or supplement any provision  contained  herein which may
be defective or  inconsistent  with any other provision  herein,  or to make any
other provisions in regard to matters or questions  arising under this Agreement
which the Company and the Warrant  Agent may deem  necessary  or  desirable  and
which shall not be inconsistent  with the provisions of the Class A Warrants and
Class B  Warrants  and which  shall not  adversely  affect the  interest  of the
holders of the Class A Warrants and Class B Warrants.

Section 20. Nevada Contract. This Agreement and each Class A Warrant and Class B
Warrant issued hereunder shall be deemed to be a contract made under the laws of
the State of Nevada and shall be construed in accordance with the laws of Nevada
applicable to agreements to be performed wholly within Nevada.


                                       22
<PAGE>

Section 21.  Benefits of this  Agreement.  Nothing  contained in this  Agreement
shall be construed to give to any person or corporation  other than the Company,
the Warrant Agent and the registered holders of the Class A Warrants and Class B
Warrants any legal or equitable right, remedy or claim under this Agreement; but
this Agreement shall be for the sole and exclusive  benefit of the Company,  the
Warrant Agent and such registered holders.

Section 22. Successors. All the covenants and provisions of this Agreement by or
for the  benefit of the  Company or  Warrant  Agent  shall bind and inure to the
benefit of their respective successors and assigns hereunder.

     IN WITNESS  WHEREOF,  the parties have  entered into this  Agreement on the
date first above written.


                                     Crest View Inc.


                                     By:
                                         ---------------------------------------
                                             John C. Francis, Vice President


                                     Pacific Stock Transfer Company


                                     By:
                                         ---------------------------------------
                                              Shelley Godfrey, President


                                       23