WARRANT NO. __________________

     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 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"), two hundred thousand (200,000) 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 $1.25 per
share (the "Exercise Price").

     (1) GRANT AND VESTING. The Warrant was granted on September 10, 1998, with
vesting according to the following schedule:
 
         (A)  100,000 shares vested on December 11, 1998
  
         (B)  100,000 shares vested on December 23, 1998


<PAGE>


     (2) 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 December 23, 2003 (the
"Expiration Date"), provided, however, that if any such day is a day on which
banking 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.
 
     (3) 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.

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

     (5) EXCHANGE, TRANSFER, ASSIGNMENT OR LOSS OF WARRANT. This Warrant is
exchangeable, without expense, at the option of 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
 
                                        2
<PAGE>


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.

     (6) 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, 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
Securities 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 

                                        3

<PAGE>


Securities Act.

     (7) 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.
 
     (8) 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 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.
 
     (9) 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

                                       4

<PAGE>


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 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.
 
     (10) 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

                                       5
<PAGE>

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 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.
 
                                       6

<PAGE>

     (11) 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.

     (12) 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 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

                                       7

<PAGE>

 
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 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

                                       8

<PAGE>


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.

     (13) 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.
 
     (14) REPRESENTATION OF WARRANTHOLDER. Warrantholder, by the acceptance
hereof, represents that it is acquiring this 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.
 
     (15) 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 been registered under the
         Securities Act 1933 and the transfer of such securities is
         subject to the restrictions set forth in Section (5) of the
         Warrant delivered to 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.

                                       9

<PAGE>


     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.

     (16) 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.
 
     (17) 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

                                       10

<PAGE>


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 carrier
except that notices of a change of address, telex, telecopier or telephone
number, shall not be deemed furnished, until received.
 
     (18) 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.
 
     (19) DATE AND EFFECTIVENESS. 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:______________________________           By: ______________________________
               Secretary                             James M. Donegan
                                                     President, CEO


WITNESS:


_________________________________           __________________________________
DATED:                                               John F. Kelley

                                       11
<PAGE>


                                  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 __________________________________________________________________


                                ASSIGNMENT FORM
                                ---------------


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


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  ____________________________


                                       12