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                                                                   Exhibit 10.30
                             STOCK PURCHASE WARRANT

                          TO SUBSCRIBE FOR AND PURCHASE
                                 COMMON STOCK OF

                           ENDOCARDIAL SOLUTIONS, INC.

                  THIS CERTIFIES THAT, for value received, U.S. Bancorp Piper
Jaffray, or registered assigns, (herein called "Purchaser"), is entitled to
subscribe for and purchase from Endocardial Solutions, Inc. (herein called
the "Company"), a corporation organized and existing under the laws of the
State of Delaware, at the price specified below (subject to adjustment as
noted below) at any time after the date hereof to, and including December 31,
2001 (the "Expiration Date"), One Hundred Twenty-Two Thousand Four Hundred
Fifty (122,450) fully paid and nonassessable shares of common stock (herein
the "Common Stock") (subject to adjustment as noted below). This Warrant has
been issued pursuant to an Engagement Agreement dated as of March 3, 2001
(the "Agreement") between the Purchaser and the Company.

                  The warrant purchase price (subject to adjustment as noted
below) shall be Four Dollars ($4.00) per share ("Warrant Purchase Price").

                  This Warrant is subject to the following provisions, terms
and conditions:

                  1. The rights represented by this Warrant may be exercised
by the holder hereof, in whole or in part, by written notice of exercise
delivered to the Company and by the surrender of this Warrant (properly
endorsed if required) at the principal office of the Company and upon payment
to it by check of the purchase price for such shares. The Company agrees that
the shares so purchased shall be and are deemed to be issued to the holder
hereof as the record owner of such shares as of the close of business on the
date on which this Warrant shall have been surrendered and payment made for
such shares as aforesaid. Subject to the provisions of the next succeeding
paragraph, certificates for the shares of stock so purchased shall be
delivered to the holder hereof within a reasonable time, not exceeding 10
days, after the rights represented by this Warrant shall have been so
exercised, and, unless this Warrant has expired, a new Warrant representing
the number of shares, if any, with respect to which this Warrant shall not
then have been exercised shall also be delivered to the holder hereof within
such time.

                  2. Notwithstanding the foregoing, however, the Company
shall not be required to deliver any certificate for shares of stock upon
exercise of this Warrant except in accordance with the provisions, and
subject to the limitations, of paragraph 8 hereof.

                  3. The Company represents and warrants that this Warrant
has been duly authorized by all necessary corporate action, has been duly
executed and delivered and is a legal and binding obligation of the Company,
enforceable against the Company in accordance with the terms of this Warrant.
The Company covenants and agrees that all shares which may be issued upon the
exercise of the rights represented by this Warrant according to the terms
hereof or


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represented by the Common Stock will, upon issuance, be duly authorized and
issued, fully paid and nonassessable. The Company further covenants and
agrees that during the period within which the rights represented by this
Warrant may be exercised, the Company will at all times have authorized, and
reserved for the purpose of issue or transfer upon exercise of the
subscription rights evidenced by this Warrant, a sufficient number of shares
of its Common Stock to provide for the exercise of the rights represented by
this Warrant, free from preemptive rights or other actual contingent purchase
rights other than those held by a holder of this Warrant (as a result of
holding this Warrant).

                  4. The Company will pay any documentary stamp taxes
attributable to the issuance of shares of Common Stock upon the exercise of
this Warrant; provided, however, that the Company shall not be required to
pay any tax which may be payable in respect of any transfer involved in the
registration of any certificates for Warrants, or shares of Common Stock
issued upon exercise of this Warrant, in a name other than that of the
Purchaser. The Purchaser shall be responsible for all other tax liability
that may arise as a result of holding or transferring this Warrant or
receiving shares of Common Stock upon exercise hereof.

                  5. The above provisions are, however, subject to the
following:

                           (a) The Warrant Purchase Price shall, from and
after the date of issuance of this Warrant, be subject to adjustment from
time to time as hereinafter provided. Upon each adjustment of the Warrant
Purchase Price, the holder of this Warrant shall thereafter be entitled to
purchase, at the Warrant Purchase Price resulting from such adjustment, the
number of shares obtained by multiplying the Warrant Purchase Price in effect
immediately prior to such adjustment by the number of shares purchasable
pursuant hereto immediately prior to such adjustment and dividing the product
thereof by the warrant purchase price resulting from such adjustment.

                           (b) In case the Company shall (i) declare a
dividend upon the Common Stock payable in Common Stock (other than a dividend
declared to effect a subdivision of the outstanding shares of Common Stock,
as described in subparagraph (b) below) or any obligations or any shares of
stock of the Company which are convertible into or exchangeable for Common
Stock (such obligations or shares of stock being hereinafter referred to as
"Convertible Securities"), or in any rights or options to purchase any Common
Stock or Convertible Securities, or (ii) declare any other dividend or make
any other distribution upon the Common Stock payable otherwise than out of
earnings or earned surplus, then thereafter the holder of this Warrant upon
the exercise hereof will be entitled to receive the number of shares of
Common Stock to which such holder shall be entitled upon such exercise, and,
in addition and without further payment therefor, such number of shares of
Common Stock, such that upon exercise hereof, such holder would receive such
number of shares of Common Stock as a result of each dividend described in
clause (i) above and each dividend or distribution described in clause (ii)
above which such holder would have received by way of any such dividend or
distribution if continuously since the record date for any such dividend or
distribution such holder (i) had been the record holder of the number of
shares of Common Stock then received, and (ii) had retained all dividends or
distributions in stock or securities (including Common Stock or Convertible


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Securities, or in any rights or options to purchase any Common Stock or
Convertible Securities) payable in respect of such Common Stock or in respect
of any stock or securities paid as dividends or distributions and originating
directly or indirectly from such Common Stock. For the purposes of the
foregoing, a dividend or distribution other than in cash shall be considered
payable out of earnings or surplus only to the extent that such earnings or
surplus are charged an amount equal to the fair value of such dividend as
determined by the Board of Directors of the Company.

                           (c) In case the Company shall at any time
subdivide its outstanding shares of Common Stock into a greater number of
shares, the Warrant Purchase Price in effect immediately prior to such
subdivision shall be proportionately reduced, and conversely, in case the
outstanding shares of Common Stock of the Company shall be combined into a
smaller number of shares, the Warrant Purchase Price in effect immediately
prior to such combination shall be proportionately increased.

                           (d) If any capital reorganization or
reclassification of the capital stock of the Company, or consolidation or
merger of the Company with another corporation, or the sale of all or
substantially all of its assets to another corporation shall be effected in
such a way that holders of Common Stock shall be entitled to receive stock,
securities or assets with respect to or in exchange for Common Stock, then,
as a condition of such reorganization, reclassification, consolidation,
merger or sale, lawful and adequate provision shall be made whereby the
holder hereof shall thereafter have the right to purchase and receive, upon
the basis and upon the terms and conditions specified in this Warrant and in
lieu of the shares of the Common Stock of the Company immediately theretofore
purchasable and receivable upon the exercise of the rights represented
hereby, such shares of stock, securities or assets as may be issued or
payable with respect to or in exchange for a number of outstanding shares of
such Common Stock equal to the number of shares of such stock immediately
theretofore purchasable and receivable upon the exercise of the rights
represented hereby had such reorganization, reclassification, consolidation,
merger or sale not taken place, and in any such case appropriate provision
shall be made with respect to the rights and interests of the holder of this
Warrant to the end that the provisions hereof (including without limitation
provisions for adjustments of the warrant purchase price and of the number of
shares purchasable upon the exercise of this Warrant) shall thereafter be
applicable, as nearly as may be, in relation to any shares of stock,
securities or assets thereafter deliverable upon the exercise hereof. The
Company shall not effect any such consolidation, merger or sale, unless prior
to the consummation thereof the successor corporation (if other than the
Company) resulting from such consolidation or merger or the corporation
purchasing such assets shall assume, by written instrument executed and
mailed to the registered holder hereof at the last address of such holder
appearing on the books of the Company, the obligation to deliver to such
holder such shares of stock, securities or assets as, in accordance with the
foregoing provisions, such holder may be entitled to purchase.

                           (e) Upon any adjustment of the Warrant Purchase
Price, then and in each such case the Company shall give written notice
thereof, by first-class mail, postage prepaid, addressed to the registered
holder of this Warrant at the address of such holder as shown on the books of
the Company, which notice shall state the Warrant Purchase Price resulting
from


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such adjustment and the increase or decrease, if any, in the number of shares
purchasable at such price upon the exercise of this Warrant, setting forth in
reasonable detail the method of calculation and the facts upon which such
calculation is based.

                           (f) In case any time:

                               (i) the Company shall declare any cash
dividend on its capital stock at a rate in excess of the rate of the last
cash dividend theretofore paid;

                               (ii) the Company shall pay any dividend
payable in stock upon its capital stock or make any distribution (other than
regular cash dividends) to the holders of its capital stock;

                               (iii) the Company shall offer for subscription
pro rata to the holders of its capital stock any additional shares of stock
of any class or other rights;

                               (iv) there shall be any capital
reorganization, or reclassification of the capital stock of the Company, or
consolidation or merger of the Company with, or sale of all or substantially
all of its assets to, another corporation; or

                               (v) there shall be a voluntary or involuntary
dissolution, liquidation or winding up of the Company;

then, in any one or more of said cases, the Company shall give written
notice, by first-class mail, postage prepaid, addressed to the registered
holder of this Warrant at the address of such holder as shown on the books of
the Company, of the date on which (aa) the books of the Company shall close
or a record shall be taken for such dividend, distribution or subscription
rights, or (bb) such reorganization, reclassification, consolidation, merger,
sale, dissolution, liquidation or winding up, or conversion or redemption
shall take place, as the case may be. Such notice shall also specify the date
as of which the holders of capital stock of record shall participate in such
dividend, distribution or subscription rights, or shall be entitled to
exchange their capital stock for securities or other property deliverable
upon such reorganization, reclassification, consolidation, merger, sale,
dissolution, liquidation or winding up, or conversion or redemption, as the
case may be. Such written notice shall be given at least 20 days prior to the
action in question and not less than 20 days prior to the record date or the
date on which the Company's transfer books are closed in respect thereto.

                           (g) If any event occurs as to which in the opinion
of the Board of Directors of the Company the other provisions of this
paragraph 5 are not strictly applicable or if strictly applicable would not
fairly protect the purchase rights of the holder of this Warrant or of Common
Stock in accordance with the essential intent and principles of such
provisions, then the Board of Directors shall make an adjustment in the
application of such provisions, in accordance with such essential intent and
principles, so as to protect such purchase rights as aforesaid.

                  6. This Warrant shall not entitle the holder hereof to any
voting rights or other rights as a stockholder of the Company.


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                  7. The holder of this Warrant, by acceptance hereof, agrees
to give written notice to the Company before transferring this Warrant or
transferring any Common Stock issuable or issued upon the exercise hereof of
such holder's intention to do so, describing briefly the manner of any
proposed transfer of this Warrant or such holder's intention as to the
disposition to be made of shares of Common Stock issuable or issued upon the
exercise hereof. Such holder shall also provide the Company with an opinion
of counsel satisfactory to the Company to the effect that the proposed
transfer of this Warrant or disposition of shares may be effected without
registration or qualification (under any Federal or State law) of this
Warrant or the shares of Common Stock issuable or issued upon the exercise
hereof. Upon receipt of such written notice and opinion by the Company, such
holder shall be entitled to transfer this Warrant, or to exercise this
Warrant in accordance with its terms and dispose of the shares received upon
such exercise or to dispose of shares of Common Stock received upon the
previous exercise of this Warrant, all in accordance with the terms of the
notice delivered by such holder to the Company, provided that an appropriate
legend respecting the aforesaid restrictions on transfer and disposition may
be endorsed on this Warrant or the certificates for such shares.

                  8. Subject to the provisions of paragraph 7 hereof, this
Warrant and all rights hereunder are transferable, in whole or in part, at
the principal office of the Company by the holder hereof in person or by duly
authorized attorney, upon surrender of this Warrant properly endorsed. Each
taker and holder of this Warrant, by taking or holding the same, consents and
agrees that the bearer of this Warrant, when endorsed, may be treated by the
Company and all other persons dealing with this Warrant as the absolute owner
hereof for any purpose and as the person entitled to exercise the rights
represented by this Warrant, or to the transfer hereof on the books of the
Company, any notice to the contrary notwithstanding; but until such transfer
on such books, the Company may treat the registered holder hereof as the
owner for all purposes.

                  9. This Warrant is exchangeable, upon the surrender hereof
by the holder hereof at the principal office of the Company, for new Warrants
of like tenor representing in the aggregate the right to subscribe for and
purchase the number of shares which may be subscribed for and purchased
hereunder, each of such new Warrants to represent the right to subscribe for
and purchase such number of shares as shall be designated by said holder
hereof at the time of such surrender.

                  10.      The Company covenants and agrees as follows:

                           (a)      For purposes of this Section 10:

                               (i) The term "register", "registered" and
"registration" refer to a registration effected by preparing and filing a
registration statement or similar document in compliance with the Securities
Act, and the declaration or ordering of effectiveness of such registration
statement or document;

                               (ii) The term "Registrable Securities" means
(1) the Common Stock issuable or issued upon exercise of this Warrant; and
(2) any Common Stock of the Company issued as (or issuable upon the
conversion or exercise of any warrant, right or other security which is
issued as) a dividend or other distribution with respect to, or in exchange
for or


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in replacement of, such Common Stock; PROVIDED, HOWEVER, that Common Stock or
other securities shall only be treated as Registrable Securities if and so
long as (A) they have not been sold to or through a broker or dealer or
underwriter in a public distribution or a public securities transaction, and
(B) they have not been sold in a transaction exempt from the registration and
prospectus delivery requirements of the Securities Act under Section 4(1)
thereof so that all transfer restrictions and restrictive legends with
respect thereto are removed upon the consummation of such sale;

                               (iii) "Registration Statement" means the
registration statement on Form S-3 which the Company is obligated to prepare
and file with the Securities and Exchange Commission ("SEC") pursuant to
Section 6 of Annex I of the Stock Purchase Agreement, dated as of March 21,
2001, by and between the Purchaser and the Company.

                               (iv) "Securities Act" means the Securities Act
of 1933, as amended.

                               (v) The term "Securities Holder" means any
person owning or having the right to acquire Registrable Securities or any
assignee thereof, including without limitation and without need for an
express assignment, subsequent holders of Registrable Securities; and

                               (vi) The term "Form S-3" means such form under
the Securities Act as in effect on the date hereof or any registration form
under the Securities Act subsequently adopted by the SEC which permits
inclusion or incorporation of substantial information by reference to other
documents filed by the Company with the SEC.

                           (b) The Company shall register the Registrable
Securities on the Registration Statement.

                           (c) The Company shall bear and pay all expenses
incurred in connection with any registration, filing or qualification of
Registrable Securities with respect to a registration pursuant to Section
10(b) for each Securities Holder, including (without limitation) all
registration, filing and qualification fees, printers and accounting fees
relating or apportionable thereto and the fees and disbursements of one
counsel for the selling Securities Holders selected by them, but excluding
underwriting discounts and commissions relating to Registrable Securities.

                           (d) In the event any Registrable Securities are
included in a registration statement under this Section 10:

                               (i) The Company will indemnify and hold
harmless each Securities Holder, any underwriter (as defined in the
Securities Act) for such Securities Holder and each person, if any, who
controls such Securities Holder or underwriter within the meaning of the
Securities Act or the Securities Exchange Act of 1934, as amended (the "1934
Act"), against any losses, claims, damages or liabilities (joint or several)
to which they may become subject under the Securities Act, or the 1934 Act or
other federal or state law, insofar as such


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losses, claims, damages or liabilities (or actions in respect thereof) arise
out of or are based upon any of the following statements, omissions or
violations (collectively a "Violation"): (1) any untrue statement or alleged
untrue statement of a material fact contained in the Registration Statement,
including any preliminary prospectus or final prospectus contained therein or
any amendments or supplements thereto, (2) the omission or alleged omission
to state therein a material fact required to be stated therein, or necessary
to make the statements therein not misleading, or (3) any violation or
alleged violation by the Company of the Securities Act, the 1934 Act, any
state securities law or any rule or regulation promulgated under the
Securities Act, or the 1934 Act or any state securities law; and the Company
will pay to each such Securities Holder, underwriter or controlling person,
as incurred, any legal or other expenses reasonably incurred by one law firm
retained by them (or such additional law firms retained by a Securities
Holder or Securities Holders if such Securities Holder or Securities Holders
reasonably believe there exists a conflict of interest among them) in
connection with investigating or defending any such loss, claim, damage,
liability or action; PROVIDED, HOWEVER, that the indemnity agreement
contained in this subsection 10(d)(i) shall not apply to amounts paid in
settlement of any such loss, claim, damage, liability or action if such
settlement is effected without the consent of the Company (which consent
shall not be unreasonably withheld), nor shall the Company be liable in any
such case for any such loss, claim, liability or action to the extent that it
arises out of or is based upon a Violation which occurs in reliance upon and
in conformity with written information furnished expressly for use in
connection with such registration by any such Securities Holder, underwriter
or controlling person.

                               (ii) Each selling Securities Holder will
indemnify and hold harmless the Company, each of its directors, each of its
officers who has signed the Registration Statement, each person, if any, who
controls the Company within the meaning of the Securities Act, any
underwriter, any other Securities Holder selling securities in the
Registration Statement and any controlling person of any such underwriter or
other Securities Holder, against any losses, claims, damages or liabilities
(joint or several) to which any of the foregoing persons may become subject,
under the Securities Act, or the 1934 Act or other federal or state law,
insofar as such losses, claims, damages, or liabilities (or actions in
respect thereto) arise out of or are based upon any Violation, in each case
to the extent (and only to the extent) that such Violation occurs in reliance
upon and in conformity with written information furnished by such Securities
Holder expressly for use in connection with such registration; and each such
Securities Holder will pay, as incurred, any legal or other expenses
reasonably incurred by any person intended to be indemnified pursuant to this
subsection 10(d)(ii), in connection with investigating or defending any such
loss, claim, damage, liability or action; PROVIDED, HOWEVER, that the
indemnity agreement contained in this subsection 10(d)(ii) shall not apply to
amounts paid in settlement of any such loss, claim, damage, liability or
action if such settlement is effected without the consent of the Securities
Holder, which consent shall not be unreasonably withheld; and PROVIDED,
FURTHER that, in no event shall any indemnity under this subsection 10(d)(ii)
exceed the net proceeds from the offering received by such Securities Holder.

                               (iii) Promptly after receipt by an indemnified
party under this Section 10(d) of notice of the commencement of any action
(including any governmental action), such indemnified party will, if a claim
in respect thereto is to be made against any indemnified


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party under this Section 10(d), deliver to the indemnified party a written
notice of the commencement thereof and the indemnified party shall have the
right to participate in, and, to the extent the indemnified party so desires,
jointly with any other indemnified party similarly noticed, to assume the
defense thereof with counsel mutually satisfactory to the parties; PROVIDED,
HOWEVER, that an indemnified party (together with all other indemnified
parties which may be represented without conflict by one counsel) shall have
the right to retain one separate counsel, with the fees and expenses to be
paid by the indemnifying party, if representation of such indemnified party
by the counsel retained by the indemnifying party would be inappropriate due
to actual or potential differing interests between such indemnified party and
any other party represented by such counsel in such proceeding. The failure
to deliver written notice to the indemnifying party within a reasonable time
of the commencement of any such action, if prejudicial to its ability to
defend such action, shall relieve such indemnifying party of any liability to
the indemnified party under this Section 10(d), but the omission so to
deliver written notice to the indemnifying party will not relieve it of any
liability that it may have to any indemnified party otherwise than under this
Section 10(d).

                               (iv) The obligations of the Company and
Securities Holders under this Section 10(d) shall survive the completion of
any offering of Registrable Securities in a registration statement under this
Section 10, and otherwise.

                           (e)  With a view to making available to the
Securities Holder the benefits of Rule 144 promulgated under the Securities
Act and any other rule or regulation of the SEC that may at any time permit a
Securities Holder to sell securities of the Company to the public without
registration or pursuant to a registration on Form S-3, the Company agrees to:

                               (i) make and keep public information
available, as those terms are understood and defined in SEC Rule 144, at all
times;

                               (ii) maintain its qualification for
registration on Form S-3 for the sale of the Registrable Securities;

                               (iii) file with the SEC in a timely manner all
reports and other documents required by the Company under the Securities Act
and the 1934 Act; and

                               (iv) furnish to any Securities Holder, so long
as the Securities Holder owns any Registrable Securities, forthwith upon
request (1) a written statement by the Company that it has complied with the
reporting requirements of SEC Rule 144, the Securities Act and the 1934 Act,
or that it qualifies as a registrant whose securities may be resold pursuant
to Form S-3, (2) a copy of the most recent annual or quarterly report of the
Company and such other reports and documents so filed by the Company, and (3)
such other information as may be reasonably requested in availing any
Securities Holder of any rule or regulation of the SEC which permits the
selling of any such securities without registration or pursuant to such form.

                           (f) Any provision of this Section 10 may be
amended and the observance thereof may be waived (either generally or in a
particular instance and either retroactively or prospectively), only with the
written consent of the Company and the Securities


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Holders owning a majority of the Registrable Securities then outstanding. Any
amendment or waiver effected in accordance with this paragraph shall be
binding upon each Securities Holder of any Registrable Securities then
outstanding, each future Securities Holder of all such Registrable
Securities, and the Company.

                           (g) No Securities Holder shall be entitled to
exercise any right provided for in Section 10(b) or (c) at such time as all
Registrable Securities held by such Securities Holder can be sold within a
given three-month period without compliance with the registration
requirements of the Securities Act pursuant to Rule 144.

                  11. (a) (a) In addition to and without limiting the rights
of the holder of this Warrant under the terms of this Warrant, the holder of
this Warrant shall have the right to convert this Warrant (the "Conversion
Right") or any portion thereof into shares of Common Stock as provided in
this paragraph 11 at any time or from time to time prior to its expiration.
Upon exercise of the Conversion Right with respect to a particular number of
shares of Common Stock subject to this Warrant (the "Converted Warrant
Shares") and payment of the Warrant Purchase Price multiplied by such number
of Converted Warrant Shares (the "Conversion Payment"), the Company shall
deliver to the holder of this Warrant certificates evidencing such shares of
Common Stock. No fractional shares shall be issuable upon exercise of the
Conversion Right.

                           (b) The Conversion Right may be exercised by the
holder of this Warrant by the surrender of this Warrant at the principal
office of the Company and payment of the Conversion Payment together with a
written statement specifying that the holder thereby intends to exercise the
Conversion Right and indicating the number of shares subject to this Warrant
which are being surrendered (referred to in paragraph (a) above as the
Converted Warrant Shares) in exercise of the Conversion Right. Such
conversion shall be effective upon receipt by the Company of this Warrant
together with the aforesaid Conversion Payment and written statement, or on
such later date as is specified therein (the "Conversion Date"), but not
later than the expiration date of this Warrant. Certificates for the shares
of Common Stock issuable upon exercise of the Conversion Right, and, in the
case of a partial exercise, a new warrant evidencing the shares remaining
subject to this Warrant, shall be issued as of the Conversion Date and shall
be delivered to the holder of this Warrant within 15 days following the
Conversion Date.

                  12. All questions concerning this Warrant will be governed
and interpreted and enforced in accordance with the internal law, not the law
of conflicts, of the State of New York.


                                       9
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                  IN WITNESS WHEREOF, Endocardial Solutions, Inc. has caused
this Warrant to be signed by its duly authorized officer and this Warrant to
be dated as of March 26, 2001.

                                  ENDOCARDIAL SOLUTIONS, INC.


                                  By     /s/ James W. Bullock
                                    -------------------------------------------
                                     Its  President and Chief Executive Officer
                                        ---------------------------------------


                             RESTRICTION ON TRANSFER

                  "The securities evidenced hereby may not be transferred
without (i) the opinion of counsel satisfactory to this corporation that such
transfer may be lawfully made without registration under the Federal
Securities Act of 1933 and all applicable state securities laws or (ii) such
registration."


<PAGE>

SUBSCRIPTION FORM

           TO BE EXECUTED BY THE HOLDER OF THIS WARRANT IF SUCH HOLDER
             DESIRES TO EXERCISE THIS WARRANT IN WHOLE OR IN PART:

To:      Endocardial Solutions, Inc. (the "Company")

               THE UNDERSIGNED ___________________________________


                     PLEASE INSERT SOCIAL SECURITY OR OTHER
                        IDENTIFYING NUMBER OF SUBSCRIBER:

                        __________________________________

hereby irrevocably elects to exercise the right of purchase represented by
this Warrant for, and to purchase thereunder, ___________ shares of the
Common Stock (the "Common Stock") provided for therein and tenders payment
herewith to the order of the Company in the amount of $___________, such
payment being made as provided on the face of this Warrant.

                  The undersigned requests that certificates for such shares
of Common Stock be issued as follows:

Name:  _______________________________________________________________________

Address:  ____________________________________________________________________

Deliver to:  _________________________________________________________________

Address:  ____________________________________________________________________

and, if such number of shares of Common Stock shall not be all the shares of
Common Stock purchasable hereunder, that a new Warrant for the balance
remaining of the shares of Common Stock purchasable under this Warrant be
registered in the name of, and delivered to, the undersigned at the address
stated above.

Dated: __________________

                 Signature ___________________________________________________
                     Note:  The signature on this Subscription Form must
                     correspond with the name as written upon the face of this
                     Warrant in every particular, without alteration or
                     enlargement or any change whatever.


                                       11
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                               FORM OF ASSIGNMENT
                       (TO BE SIGNED ONLY UPON ASSIGNMENT)

                  FOR VALUE RECEIVED, the undersigned hereby sells, assigns
and transfers unto this Warrant, and appoints to transfer this Warrant on the
books of the Company with the full power of substitution in the premises.

Dated:  _______________

In the presence of:



                         _____________________________________________________

                         (Signature must conform in all respects to the name
                         of the holder as specified on the face of this
                         Warrant without alteration, enlargement or any change
                         whatsoever, and the signature must be guaranteed in
                         the usual manner)


                                       12