THIS WARRANT AND THE  SECURITIES  ISSUABLE  UPON  EXERCISE  HEREOF HAVE NOT BEEN
REGISTERED  UNDER THE SECURITIES  ACT OF 1933, AS AMENDED (THE " 1933 ACT"),  OR
APPLICABLE  STATE  SECURITIES  LAWS  AND  MAY NOT BE  OFFERED  FOR  SALE,  SOLD,
TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT  FOR SUCH  SECURITIES  UNDER THE 1933 ACT,  OR AN OPINION OF  COUNSEL,
SATISFACTORY  TO THE ISSUER  HEREOF,  TO THE  EFFECT  THAT  REGISTRATION  IS NOT
REQUIRED UNDER THE 1933 ACT.

                               WARRANT TO PURCHASE
                                 COMMON STOCK OF
                              POORE BROTHERS, INC.

Date of Issuance: October     , 1999  Warrant No. ______

     This certifies that, for value received,  POORE BROTHERS,  INC., a Delaware
corporation (the "Company"),  grants U.S. BANCORP REPUBLIC  COMMERCIAL  FINANCE,
INC., a Minnesota corporation,  or registered assigns (the "Registered Holder"),
the right to subscribe  for and purchase  from the Company,  at the price of one
dollar  ($1.00) per share,  as such price may be adjusted from time to time (the
"Exercise  Price"),  from and after 9:00 a.m. Phoenix time on October ____, 1999
(the "Exercise  Commencement Date") and to and including 5:00 p.m., Phoenix time
on June 30, 2004 (the "Expiration  Date"),  fifty thousand  (50,000) shares,  as
such number of shares may be adjusted from time to time (the "Warrant  Shares"),
of the Company's  common stock,  par value $.01 per share (the "Common  Stock"),
subject to the provisions  and upon the terms and  conditions  herein set forth.
The Exercise Price and the number of Warrant Shares purchasable upon exercise of
this Warrant are subject to adjustment  from time to time as provided in Section
7 hereof.

     SECTION 1.  REGISTRATION.  The Company shall  register  this Warrant,  upon
records to be  maintained  by the  Company  for that  purpose in the name of the
Registered  Holder.  The Company may deem and treat the Registered Holder as the
absolute  owner of this  Warrant for the purpose of any  exercise  hereof or any
distribution  to the  Registered  Holder,  and for all other  purposes,  and the
Company shall not be affected by any notice to the contrary.

     SECTION 2. REGISTRATION OF TRANSFERS AND EXCHANGES.

     (a) Subject to Section 11 hereof,  the Company shall  register the transfer
of this  Warrant,  in whole or in part,  upon  records to be  maintained  by the
Company for that  purpose,  upon  surrender  of this  Warrant,  with the Form of
Assignment attached hereto completed and duly endorsed by the Registered Holder,
to the Company at the office  specified in or pursuant to Section 3(b). Upon any
such registration of transfer,  a new Warrant, in substantially the form of this
Warrant,  evidencing  the Common Stock purchase  rights so transferred  shall be
issued to the  transferee  and a new Warrant,  in similar form,  evidencing  the
remaining  Common Stock  purchase  rights not so  transferred,  if any, shall be
issued to the Registered Holder.

     (b)  This  Warrant  is  exchangeable,  upon  the  surrender  hereof  by the
Registered  Holder at the office of the  Company  specified  in or  pursuant  to
Section 3(b) hereof, for new Warrants, in substantially the form of this Warrant
evidencing, in the aggregate, the right to purchase the number of Warrant Shares
which may then be purchased hereunder, each of such new Warrants to be dated the
date of such  exchange  and to  represent  the right to purchase  such number of
Warrant  Shares as shall be designated by the  Registered  Holder at the time of
such surrender.

     SECTION 3. DURATION AND EXERCISE OF THIS WARRANT.

     (a) This Warrant shall be exercisable by the Registered  Holder,  in whole,
or from time to time in part,  on any  business  day before  5:00 p.m.,  Phoenix
time,  during the period beginning on the Exercise  Commencement Date and ending
on the Expiration Date. At 5:00 p.m., Phoenix time, on the Expiration Date, this
Warrant,  to the extent not  previously  exercised,  shall become void and of no
further force or effect.

     (b) Subject to Sections 4, and 11(a) hereof,  upon exercise or surrender of
this Warrant,  with the Form of Election to Purchase  attached hereto  completed
and duly endorsed by the Registered Holder, to the Company at its office at 3500
South La Cometa Drive,  Goodyear,  Arizona  85338,  Attention:  Chief  Financial
Officer,  or at such other  address as the Company may specify in writing to the
Registered  Holder,  and upon payment of the Exercise Price  multiplied by up to
the number of Warrant  Shares then  issuable  upon  exercise of this  Warrant in

                                        1
<PAGE>
lawful money of the United States of America  (except as otherwise  provided for
in Section 3(c) hereof),  all as specified by the Registered  Holder in the Form
of  Election  to  Purchase,  the Company  shall  promptly  issue and cause to be
delivered to or upon the written  order of the  Registered  Holder,  and in such
name or names as the  Registered  Holder may  designate,  a certificate  for the
Warrant Shares issued upon such  exercise.  Any person so designated in the Form
of Election to Purchase,  duly endorsed by the Registered  Holder, as the person
to be named on the certificates for the Warrant Shares,  shall be deemed to have
become holder of record of such Warrant Shares,  evidenced by such certificates,
as of the Date of Exercise (as hereinafter defined) of such Warrant.

     (c) The Registered Holder may pay the applicable Exercise Price pursuant to
Section 3(b), at the option of the Registered  Holder,  either (i) in cash or by
cashier's or certified  bank check  payable to the Company in an amount equal to
the product of the Exercise  Price  multiplied  by the number of Warrant  Shares
being purchased upon such exercise (the  "Aggregate  Exercise  Price"),  (ii) by
wire  transfer of  immediately  available  funds to the  account  which shall be
indicated  in  writing  by the  Company to the  Registered  Holder,  or (iii) by
written  notice to the Company that the  Registered  Holder is  exercising  this
Warrant and is  authorizing  the Company to withhold  from the  issuance to such
Registered  Holder that number of Warrant  Shares which when  multiplied  by the
Market Price (as  hereinafter  defined) for the Date of Exercise is equal to the
Aggregate  Exercise  Price.  Any  Warrant  Shares  withheld  by the  Company  in
connection  with an exercise of this  Warrant  pursuant to clause  (iii) of this
Section  3(c) shall no longer be issuable  under this  Warrant and this  Warrant
shall be deemed to be  automatically  amended  to reduce  the  number of Warrant
Shares  issuable  hereunder  by an amount  equal to the amount of such  withheld
Warrant Shares.

     (d) The  "Date of  Exercise"  of any  Warrant  means  the date on which the
Company  shall have  received  (i) this  Warrant,  with the Form of  Election to
Purchase  attached hereto  appropriately  completed and duly endorsed,  and (ii)
payment of the Aggregate Exercise Price as provided herein.

     (e) This Warrant shall be  exercisable  either as an entirety or, from time
to time,  for part  only of the  number of  Warrant  Shares  which are  issuable
hereunder;  provided,  however,  that no partial  exercise of this Warrant shall
involve less than 25,000 Warrant Shares unless the aggregate  remaining  Warrant
Shares available for purchase  pursuant to this Warrant is less than 25,000,  in
which case this Warrant shall be exercisable for only all such remaining Warrant
Shares.  If this Warrant  shall have been  exercised  only in part,  the Company
shall, at the time of delivery of the certificates for the Warrant Shares issued
pursuant  to such  exercise,  deliver  to the  Registered  Holder a new  Warrant
evidencing the rights to purchase the remaining  Warrant  Shares,  which Warrant
shall be substantially in the form of this Warrant.

     (f) Definition of Market Price.  As used in this Warrant,  the term "Market
Price"  shall  mean the  average  of the daily  closing  prices per share of the
Common Stock for the ten (10) consecutive trading days immediately preceding the
day as of which Market Price is being determined. The closing price for each day
shall be the last  reported  sale price or, in case no such sale takes  place on
such day, the average of the reported  closing bid and asked  prices,  in either
case on the New York Stock  Exchange,  or, if the Common  Stock is not listed or
admitted to trading on the New York Stock  Exchange,  on the principal  national
securities  exchange on which the shares are listed or admitted to trading,  or,
if the shares  are not so listed or  admitted  to  trading,  the  average of the
highest  reported  bid and lowest  reported  asked  prices as  furnished  by the
National Association of Securities Dealers,  Inc. (the "NASD") through NASDAQ or
through a similar organization if NASDAQ is no longer reporting such information
or as reported on the NASD's OTC Electronic Bulletin Board ("OTC"). If shares of
Common  Stock are not listed or  admitted  to trading on any  exchange or quoted
through NASDAQ or any similar  organization or reported on OTC, the Market Price
shall be deemed to be the fair  value  thereof  determined  in good faith by the
Company's  Board of Directors as expressed by a resolution of such board as of a
date which is within fifteen (15) days of the date as of which the determination
is to be made.

     SECTION 4. PAYMENT OF TAXES AND EXPENSES.

     (a) The Company  will pay all expenses and taxes (other than any federal or
state  income tax or similar  obligations  of the  Registered  Holder) and other
governmental  charges attributable to the preparation,  execution,  issuance and
delivery of this  Warrant,  any new Warrant  and the Warrant  Shares;  provided,
however, that the Company shall not be required to pay any tax in respect of the
transfer of this Warrant or the Warrant  Shares,  or the issuance or delivery of
certificates  for Warrant Shares upon the exercise of this Warrant,  to a person
or entity  other  than a  Registered  Holder  or an  Affiliate  (as  hereinafter
defined) of such Registered  Holder;  and further provided,  that this paragraph
shall not obligate the Company to pay any  expenses  incurred by the  Registered
Holder in connection with any  registration  of the Warrant,  any new Warrant or
the Warrant Shares pursuant to the 1933 Act.

                                        2
<PAGE>
     (b) An "Affiliate" of any person or entity means any other person or entity
directly or  indirectly  controlling,  controlled by or under direct or indirect
common control with such person or entity.

     SECTION 5. MUTILATED OR MISSING WARRANT CERTIFICATE.  If this Warrant shall
be mutilated,  lost, stolen or destroyed, upon request by the Registered Holder,
the Company will issue,  in exchange for and upon  cancellation of the mutilated
Warrant,  or in substitution for the lost,  stolen or destroyed  Warrant,  a new
Warrant,  in substantially the form of this Warrant,  of like tenor, but, in the
case of loss,  theft or  destruction,  only upon receipt of evidence  reasonably
satisfactory  to the Company of such loss,  theft or destruction of this Warrant
and, if requested by the Company, indemnity also reasonably satisfactory to it.

     SECTION 6. RESERVATION AND ISSUANCE OF WARRANT SHARES.

     (a) The  Company  will at all times have  authorized,  and reserve and keep
available,  free from  preemptive  rights,  for the  purpose of  enabling  it to
satisfy any  obligation to issue Warrant  Shares upon the exercise of the rights
represented  by this  Warrant,  the number of Warrant  Shares  deliverable  upon
exercise of this Warrant.

     (b) Before  taking any action which could cause an  adjustment  pursuant to
Section 7 hereof  reducing the Exercise Price below the par value of the Warrant
Shares,  the Company  will take any  corporate  action which may be necessary in
order that the Company may validly and legally issue at the Exercise  Price,  as
so adjusted, Warrant Shares that are fully paid and non-assessable.

     (c) The Company  covenants that all Warrant  Shares will,  upon issuance in
accordance with the terms of this Warrant,  be (i) duly  authorized,  fully paid
and  nonassessable,  and (ii) free from all taxes with  respect to the  issuance
thereof and from all liens, charges and security interests.

     SECTION 7. CERTAIN ADJUSTMENTS

     (a) Subdivisions or Combinations of Stock. In case the Company shall at any
time subdivide the  outstanding  shares of Common Stock into a greater number of
shares, the Exercise Price in effect immediately prior to such subdivision shall
be proportionately  reduced,  and conversely,  in case the outstanding shares of
Common  Stock shall be combined  into a smaller  number of shares,  the Exercise
Price in effect  immediately prior to such combination shall be  proportionately
increased.  Upon each such adjustment of the Exercise Price,  the holder of this
Warrant shall  thereafter  prior to the  Expiration  Date thereof be entitled to
purchase,  at the Exercise Price resulting from such  adjustment,  the number of
Warrant Shares obtained by multiplying the Exercise Price in effect  immediately
prior to such  adjustment by the number of Warrant Shares issuable upon exercise
of such Warrant  immediately  prior to such  adjustment and dividing the product
thereof by the Exercise Price resulting from such adjustment.

     (b) CONSOLIDATION, MERGER, SALE OF ASSETS, REORGANIZATION, ETC. IN CASE THE
COMPANY (I)  CONSOLIDATES  WITH OR MERGES INTO ANY OTHER  CORPORATION AND IS NOT
THE CONTINUING OR SURVIVING CORPORATION OF SUCH CONSOLIDATION OR MERGER, OR (II)
PERMITS ANY OTHER  CORPORATION TO CONSOLIDATE WITH OR MERGE INTO THE COMPANY AND
THE COMPANY IS THE CONTINUING OR SURVIVING  CORPORATION  BUT, IN CONNECTION WITH
SUCH  CONSOLIDATION OR MERGER, THE COMMON STOCK IS CHANGED INTO OR EXCHANGED FOR
STOCK OR OTHER SECURITIES OF ANY OTHER  CORPORATION OR CASH OR ANY OTHER ASSETS,
OR (III) TRANSFERS ALL OR SUBSTANTIALLY  ALL OF ITS PROPERTIES AND ASSETS TO ANY
OTHER CORPORATION,  OR (IV) EFFECTS A CAPITAL REORGANIZATION OR RECLASSIFICATION
OF THE  CAPITAL  STOCK OF THE  COMPANY IN SUCH A WAY THAT  HOLDERS OF THE COMMON
STOCK SHALL BE ENTITLED TO RECEIVE  STOCK,  SECURITIES,  CASH AND/OR ASSETS WITH
RESPECT TO OR IN EXCHANGE  FOR THE COMMON  STOCK,  THEN,  AND IN EACH SUCH CASE,
PROPER  PROVISION  SHALL BE MADE SO THAT THE  HOLDER OF THIS  WARRANT,  UPON THE
EXERCISE  OF  THIS  WARRANT  AT  ANY  TIME  AFTER  THE   CONSUMMATION   OF  SUCH
CONSOLIDATION,  MERGER, TRANSFER,  REORGANIZATION OR RECLASSIFICATION,  SHALL BE
ENTITLED TO RECEIVE (AT THE AGGREGATE  EXERCISE  PRICE IN EFFECT FOR ALL WARRANT
SHARES  ISSUABLE UPON SUCH EXERCISE  IMMEDIATELY  PRIOR TO SUCH  CONSUMMATION AS
ADJUSTED  TO THE TIME OF SUCH  TRANSACTION),  IN LIEU OF SHARES OF COMMON  STOCK
ISSUABLE  UPON SUCH  EXERCISE  PRIOR TO SUCH  CONSUMMATION,  THE STOCK AND OTHER
SECURITIES,  CASH AND/OR  ASSETS TO WHICH SUCH HOLDER  WOULD HAVE BEEN  ENTITLED
UPON SUCH CONSUMMATION IF SUCH HOLDER HAD SO EXERCISED SUCH WARRANT  IMMEDIATELY
PRIOR THERETO  (SUBJECT TO ADJUSTMENTS  SUBSEQUENT TO SUCH  CORPORATE  ACTION AS
NEARLY  EQUIVALENT AS POSSIBLE TO THE  ADJUSTMENTS  PROVIDED FOR IN THIS SECTION
7).

     SECTION  8.  CERTAIN  DIVIDENDS  AND  DISTRIBUTIONS.  In the event that the
Company  shall at any time  prior to the  exercise  of this  Warrant  declare  a
dividend (other than a dividend consisting solely of shares of Common Stock or a
cash dividend or  distribution  payable out of current or retained  earnings) or
otherwise distribute to its stockholders any monies, assets,  property,  rights,
evidences  of  indebtedness,  securities  (other than  shares of Common  Stock),
whether issued by the Company or by another person or entity, or any other thing
of value, the Registered Holder shall thereafter be entitled, in addition to the

                                        3
<PAGE>
shares of Common Stock receivable upon the exercise of the Warrant,  to receive,
upon the exercise of the Warrant,  the same monies,  property,  assets,  rights,
evidences  of  indebtedness,  securities  or any other  thing of value  that the
Registered  Holder  would  have been  entitled  to  receive  at the time of such
dividend or  distribution  had the Registered  Holder been an owner of record of
the shares of Common Stock into which the Warrant is then being  exercised as of
the record date or other date of determination for such dividend or distribution
and an  appropriate  provision  shall  be made a part of any  such  dividend  or
distribution.   Notwithstanding  any  provision  herein  to  the  contrary,   no
adjustment  under this Section 8 shall be made with respect to any cash dividend
or  distribution  payable  solely  out of current or  retained  earnings  of the
Company.

     SECTION 9. NO RIGHTS OR LIABILITIES AS A STOCKHOLDER. The Registered Holder
shall not be  entitled  to vote or be deemed the  holder of Common  Stock or any
other  securities  of the  Company  which  may at any  time be  issuable  on the
exercise hereof, nor shall anything contained herein be construed to confer upon
the holder of this Warrant,  as such, the rights of a stockholder of the Company
or the right to vote for the election of directors or upon any matter  submitted
to  stockholders  at any meeting  thereof,  or give or  withhold  consent to any
corporate  action or to receive  notice of meetings or other  actions  affecting
stockholders   (except  as  provided   herein),   or  to  receive  dividends  or
subscription  rights  or  otherwise,  until  the  Date of  Exercise  shall  have
occurred.  No provision of this Warrant, in the absence of affirmative action by
the  Registered  Holder hereof to purchase  shares of Common Stock,  and no mere
enumeration herein of the rights and privileges of the Registered Holder,  shall
give  rise to any  liability  of such  holder  for the  Exercise  Price  or as a
stockholder of the Company, whether such liability is asserted by the Company or
by creditors of the Company.

     SECTION 10. FRACTIONAL WARRANT SHARES. The Company shall not be required to
issue  fractions of Warrant Shares upon exercise of the Warrant or to distribute
certificates  which evidence  fractional  Warrant  Shares.  If any fraction of a
Warrant Share would,  except for the  provisions of this Section 10, be issuable
on the  exercise of this Warrant (or  specified  portion  thereof),  the Company
shall pay to the  Registered  Holder an amount in cash equal to the Market Price
as of the Exercise Date, multiplied by such fraction.

     SECTION 11. TRANSFER RESTRICTIONS;  REGISTRATION OF THE WARRANT AND WARRANT
SHARES.

     (a) Neither the Warrant nor the Warrant Shares have been  registered  under
the Act. The Registered  Holder,  by acceptance  hereof,  represents  that it is
acquiring  this  Warrant to be issued to it for its own  account  and not with a
view to the distribution  thereof, and agrees not to sell,  transfer,  pledge or
hypothecate  this Warrant,  any purchase rights  evidenced hereby or any Warrant
Shares  unless a  registration  statement is  effective  for this Warrant or the
Warrant  Shares  under the Act or in the  opinion  of such  Registered  Holder's
counsel reasonably satisfactory to the Company, a copy of which opinion shall be
delivered  to the  Company,  such  transaction  is exempt from the  registration
requirements of the Act.

     (b) Subject to the  provisions of the  following  paragraph of this Section
11, each Certificate for Warrant Shares shall be stamped or otherwise  imprinted
with a legend in substantially the following form:

          THE SHARES  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN REGISTERED
          UNDER THE  SECURITIES  ACT OF 1933,  AS AMENDED (THE "1933  ACT"),  OR
          APPLICABLE  STATE  SECURITIES  LAWS AND MAY NOT BE  OFFERED  FOR SALE,
          SOLD,  TRANSFERRED  OR  OTHERWISE  DISPOSED  OF IN THE  ABSENCE  OF AN
          EFFECTIVE  REGISTRATION  STATEMENT FOR SUCH SECURITIES  UNDER THE 1933
          ACT, OR AN OPINION OF COUNSEL,  SATISFACTORY TO THE ISSUER HEREOF,  TO
          THE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER THE 1933 ACT.

     (c) The restrictions and requirements set forth in the foregoing  paragraph
shall apply with respect to Warrant  Shares unless and until such Warrant Shares
are  sold  or  otherwise  transferred  pursuant  to  an  effective  registration
statement  under the Act or are otherwise no longer subject to the  restrictions
of the Act, at which time the Company agrees to promptly cause such  restrictive
legends to be removed and stop transfer restrictions  applicable to such Warrant
Shares to be rescinded.

     SECTION  12.  REGISTRATION  RIGHTS.  The  Registered  Holder is entitled to
certain  registration  rights with respect to the Warrant  Shares  pursuant to a
Registration  Rights Agreement dated as of October ___, 1999, by and between the
Company and U.S. Bancorp Republic  Commercial  Finance,  Inc. (the "Registration
Rights  Agreement").  Upon any transfer of this Warrant or the Warrant Shares by
the  Registered  Holder,  such  registration  rights may be  transferred  to the
transferee  of the Warrant or the Warrant  Shares  only in  accordance  with the
terms of the Registration Rights Agreement.

     SECTION   13.   NOTICES.   All   notices,   requests,   demands  and  other
communications  relating to this Warrant shall be in writing and shall be deemed
to have  been  duly  given if  delivered  personally  or sent by  United  States
certified or  registered  first-class  mail,  postage  prepaid,  return  receipt

                                        4
<PAGE>
requested,  to the parties  hereto at the  following  addresses or at such other
address as any party hereto shall hereafter specify by notice to the other party
hereto:

     (a) If to the  Registered  Holder  of this  Warrant  or the  holder  of the
Warrant Shares,  addressed to the address of such Registered Holder or holder as
set forth on books of the  Company  or  otherwise  furnished  by the  Registered
Holder or holder to the Company.

     (b) If to the Company, addressed to:

          Poore Brothers, Inc.
          3500 South La Cometa Drive
          Goodyear, Arizona 85338
          Attn: Chief Financial Officer

     SECTION 14. BINDING EFFECT. This Warrant shall be binding upon and inure to
the sole and exclusive benefit of the Company,  its successors and assigns,  and
the holder or holders from time to time of this Warrant and the Warrant Shares.

     SECTION 15. SURVIVAL OF RIGHTS AND DUTIES. This Warrant shall terminate and
be of no further force and effect on the earlier of (i) 5:00 p.m., Phoenix time,
on the Expiration  Date and (ii) the date on which this Warrant and all purchase
rights  evidenced  hereby have been  exercised,  except that the  provisions  of
Sections 4, 6(c), 11 and 12 hereof shall continue in full force and effect after
such termination date.

     SECTION 16.  GOVERNING  LAW.  This Warrant shall be construed in accordance
with and governed by the laws of the State of Arizona.

     SECTION  17.  AMENDMENT;  WAIVER.  This  Warrant and any term hereof may be
amended,  waived,  discharged or terminated only by and with the written consent
of the Company and the holder of this Warrant.

     SECTION 18. SECTION HEADINGS.  The Section headings in this Warrant are for
purposes of convenience only and shall not constitute a part hereof.

     IN WITNESS  WHEREOF,  the Company  has caused  this  Warrant to be executed
under its corporate  seal by its officers  thereunto  duly  authorized as of the
date hereof.

                                        POORE BROTHERS, INC.

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

                                        ATTEST:

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

                                        5
<PAGE>
                          FORM OF ELECTION TO PURCHASE

                 (To Be Executed Upon Exercise of this Warrant)

To Poore Brothers, Inc.:

     The  undersigned,  the record  holder of this Warrant,  hereby  irrevocably
elects to exercise the right,  represented by this Warrant (Warrant No. ___), to
purchase ___________ of the Warrant Shares and herewith tenders payment for such
Warrant Shares to the order Poore Brothers,  Inc. of $_________ representing the
full purchase  price for such shares at the price per share provided for in such
Warrant and the  delivery of any  applicable  taxes  payable by the  undersigned
pursuant to such Warrant.

     In  lieu  of  paying  the  purchase  price  as  provided  in the  preceding
paragraph,  the undersigned  will/will not (circle  appropriate  word(s)) make a
cashless exercise pursuant to Section 3(c) of the attached Warrant.

     The undersigned requests that certificates for such shares be issued in the
name of

-------------------------------     PLEASE INSERT SOCIAL SECURITY
                                    OR TAX IDENTIFICATION NUMBER
-------------------------------

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

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

-------------------------------     ----------------------------------
(Please print name and address)

     In the event that not all of the purchase rights represented by the Warrant
are exercised, a new Warrant,  substantially  identical to the attached Warrant,
representing the rights formerly  represented by the attached Warrant which have
not been exercised, shall be issued in the name of and delivered to

--------------------------------------------------------------------------------
                               (Please print name)

--------------------------------------------------------------------------------
                             (Please print address)

Dated: ________________                 Name of Holder (Print):

                                        By: ________________________________
                                        (Name): ____________________________
                                        (Title): ___________________________

                                        6
<PAGE>
                               FORM OF ASSIGNMENT

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

                                                            Number of Shares of
     Name of Assignee                Address                   Common Stock
     ----------------                -------                -------------------




     If the total of said purchase  rights  represented by the Warrant shall not
be assigned,  the undersigned requests that a new Warrant Certificate evidencing
the  purchase  rights not so assigned be issued in the name of and  delivered to
the undersigned.


Dated: _______________                  Name of Holder (Print):


                                        By: ________________________________
                                        (Name): ____________________________
                                        (Title): ___________________________

                                        7