NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE
HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE
SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), AND,
ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE 1933 ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES
LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR REASONABLY
ACCEPTABLE TO THE COMPANY TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE
REASONABLY ACCEPTABLE TO THE COMPANY.

                                     WARRANT


                To Purchase [_________] Shares of Common Stock of

                         i2 TELECOM INTERNATIONAL, INC.

         THIS WARRANT (the "Warrant") certifies that, for value received,
[__________] (the "Holder"), is entitled, upon the terms and subject to the
limitations on exercise and the conditions hereinafter set forth, at any time on
or after ___________, 2006 (the "Initial Exercise Date") and on or prior to the
third-year anniversary of the Initial Exercise Date (the "Termination Date"),
but not thereafter, to subscribe for and purchase from i2 Telecom International,
Inc., a Washington corporation (the "Company"), up to [________] shares (the
"Warrant Shares") of common stock, no par value per share, of the Company (the
"Common Stock"). The purchase price of each share of Common Stock (the "Exercise
Price") under this Warrant shall be $0.07, subject to adjustment hereunder.

1. Title to Warrant. Prior to the Termination Date and subject to compliance
with applicable laws and Section 7 of this Warrant, this Warrant and all rights
hereunder are transferable, in whole or in part, at the office or agency of the
Company by the Holder in person or by duly authorized attorney, upon surrender
of this Warrant together with the Assignment Form attached hereto as Exhibit A
(the "Assignment Form"), properly endorsed.

2. Authorization of Shares. The Company covenants that all Warrant Shares which
may be issued upon the exercise of the purchase rights represented by this
Warrant will, upon exercise of the purchase rights represented by this Warrant,
be duly authorized, validly issued, fully paid and nonassessable and free from
all taxes, liens and charges in respect of the issue thereof (other than taxes
in respect of any transfer occurring contemporaneously with such issue).

3. Exercise of Warrant.

                  (a) Exercise of the purchase rights represented by this
Warrant may be made
<PAGE>

 at any time or times on or after the Initial Exercise Date
and on or before the Termination Date by delivery to the Company (or such other
office or agency of the Company as it may designate by notice in writing to the
registered Holder at the address of such Holder appearing on the books of the
Company) of a duly executed facsimile copy of the Notice of Exercise in the form
attached hereto as Exhibit B (the "Notice of Exercise"); provided, however,
within three (3) Business Days of the date said Notice of Exercise is delivered
to the Company, the Holder shall have surrendered this Warrant to the Company,
and, if the Holder has not elected to make a cashless exercise as provided
below, the Company shall have received payment of the aggregate Exercise Price
of the shares thereby purchased by wire transfer or cashier's check drawn on a
United States bank. Certificates for Warrant Shares purchased hereunder shall be
delivered to the Holder no later than three (3) Business Days after the delivery
to the Company of the Notice of Exercise, surrender of this Warrant and, if the
Holder has not elected to make a cashless exercise as provided below, payment of
the aggregate Exercise Price as set forth above ("Warrant Share Delivery Date").
Prior to the issuance of such Warrant Shares, if the Company fails to deliver to
the Holder a certificate or certificates representing the Warrant Shares
pursuant to this Section 3(a) by the Warrant Share Delivery Date, then the
Holder will have the right to rescind such exercise. Nothing herein shall limit
a Holder's right to pursue any other remedies available to it hereunder, at law
or in equity, including, without limitation, a decree of specific performance
and/or injunctive relief with respect to the Company's failure to timely deliver
certificates representing Warrant Shares as required pursuant to the terms
hereof.

(b) If this Warrant shall have been exercised in part, then the Company shall,
at the time of delivery of the certificate or certificates representing the
Warrant Shares, deliver to Holder a new Warrant evidencing the rights of Holder
to purchase the unpurchased Warrant Shares called for by this Warrant, which new
Warrant shall in all other respects be identical with this Warrant.

                  (c) In the event that the Holder elects to make a cashless
exercise as provided above, the Company shall issue to the Holder the number of
shares of Common Stock equal to the result obtained by (i) subtracting B from A,
(ii) multiplying the difference by C, and (iii) dividing the product by A, as
set forth in the following equation:


                  X = (A - B) x C where:
                                 A

                  X        = the number of shares of Common Stock issuable upon
                           a cashless exercise of the Warrant pursuant to the
                           provisions of this Section 3.

                  A        = the Fair Market Value (as defined below) of one
                           share of Common Stock on the date of net issuance
                           exercise.

                  B = the Exercise Price for one share of Common Stock under
this Warrant.

                  C = the number of shares of Common Stock as to which this
Warrant is exercisable.

                  If the foregoing calculation results in a negative number,
then no shares of Common Stock shall be issued upon a cashless exercise.
                                      2


                  For the purpose of such calculations, the fair market value
per share of the shares of Common Stock shall be, (i) if the cashless exercise
of the Warrant is in connection with a public offering of the Company's Common
Stock, the public offering price (before deducting commission, discounts or
expenses) at which the Common Stock is sold in such offering, (ii) if a public
market for the Company's Common Stock exists at the time of such exercise, the
average of the closing bid and asked prices of the Common Stock quoted in the
Over-The-Counter Market Summary or the last reported sale price of the Common
Stock or closing price quoted on the Nasdaq National Market or on any exchange
on which the Common Stock is listed, whichever is applicable, as published in
The Wall Street Journal for the five (5) trading days prior to the date of
determination of fair market value; or (iii) if there is no public market for
the Company's Common Stock, determined by the Company's Board of Directors in
good faith.

4. No Fractional Shares or Scrip. No fractional shares or scrip representing
fractional shares shall be issued upon the exercise of this Warrant. As to any
fraction of a share which Holder would otherwise be entitled to purchase upon
such exercise, the Company shall round such fraction of a share up to the
nearest whole share.

5. Charges, Taxes and Expenses. Issuance of certificates for Warrant Shares
shall be made without charge to the Holder for any issue or transfer tax or
other incidental expense in respect of the issuance of such certificate, all of
which taxes and expenses shall be paid by the Company, and such certificates
shall be issued in the name of the Holder or in such name or names as may be
directed by the Holder; provided, however, that in the event certificates for
Warrant Shares are to be issued in a name other than the name of the Holder,
this Warrant when surrendered for exercise shall be accompanied by the
Assignment Form duly executed by the Holder, and the Company may require, as a
condition thereto, the payment of a sum sufficient to reimburse it for any
transfer tax incidental thereto.

6. Closing of Books. The Company will not close its shareholder books or records
in any manner which prevents the timely exercise of this Warrant, pursuant to
the terms hereof.

7. Transfer, Division and Combination.

(a) Subject to compliance with any applicable securities laws and with the
provisions of Sections 1, 5 and 7(e) hereof, this Warrant and all rights
hereunder are transferable, in whole or in part, upon surrender of this Warrant
at the principal office of the Company, together with an Assignment Form
completed and duly executed by the Holder or its agent or attorney and funds
sufficient to pay any transfer taxes payable upon the making of such transfer.
Upon such surrender and, if required, such payment, the Company shall execute
and deliver a new Warrant or Warrants in the name of the assignee or assignees
and in the denomination or denominations specified in the Assignment Form, and
shall issue to the assignor a new Warrant evidencing the portion of this Warrant
not so assigned, and this Warrant shall promptly be cancelled. A Warrant, if
properly assigned, may be exercised by a new holder for the purchase of Warrant
Shares without having a new Warrant issued.

(b) This Warrant may be divided or combined with other Warrants upon
presentation hereof at the aforesaid office of the Company, together with a
written notice specifying the names and denominations in which new Warrants are
to be issued, signed by the Holder or its agent or attorney. Subject to
compliance with Section 7(a), as to any transfer which

                                     3
<PAGE>

 may be involved in such
division or combination, the Company shall execute and deliver a new Warrant or
Warrants in exchange for the Warrant or Warrants to be divided or combined in
accordance with such notice.

(c) The Company shall prepare, issue and deliver at its own expense (other than
transfer taxes) the new Warrant or Warrants under this Section 7.

(d) The Company agrees to maintain, at its aforesaid office, books for the
registration and the registration of transfer of the Warrants.

(e) If, at the time of the surrender of this Warrant in connection with any
transfer of this Warrant, the transfer of this Warrant shall not be registered
pursuant to an effective registration statement under the 1933 Act and under
applicable state securities or blue sky laws, the Company may require, as a
condition of allowing such transfer: (i) that the Holder or assignee of this
Warrant, as the case may be, furnish to the Company a written opinion of counsel
(which opinion shall be in form, substance and scope customary for opinions of
counsel in comparable transactions) to the effect that such transfer may be made
without registration under the 1933 Act and under applicable state securities or
blue sky laws; (ii) that the Holder or assignee execute and deliver to the
Company an investment representation letter in form and substance reasonably
satisfactory to the Company; and (iii) that the assignee be an "accredited
investor" as defined in Rule 501(a) promulgated under the 1933 Act or a
qualified institutional buyer as defined in Rule 144A(a) under the 1933 Act.

8. No Rights as Shareholder until Exercise. This Warrant does not entitle the
Holder to any voting rights or other rights as a shareholder of the Company
prior to the exercise hereof. Upon the surrender of this Warrant, the delivery
of the Notice of Exercise by facsimile copy, and the payment of the aggregate
Exercise Price and the payment of all taxes required to be paid by the Holder
prior to the issuance of the Warrant Shares pursuant to Section 5, if any, the
Warrant Shares so purchased shall be and be deemed to be issued to such Holder
as the record owner of such shares as of the close of business on the later of
the date of such surrender, delivery or payment.

9. Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that
upon receipt by the Company of evidence reasonably satisfactory to it of the
loss, theft, destruction or mutilation of this Warrant or any stock certificate
relating to the Warrant Shares, and in case of loss, theft or destruction, of
indemnity or security reasonably satisfactory to it (which, in the case of the
Warrant, shall not include the posting of any bond), and upon surrender and
cancellation of such Warrant or stock certificate, if mutilated, the Company
will make and deliver a new Warrant or stock certificate of like tenor and dated
as of such cancellation, in lieu of such Warrant or stock certificate.

10. Saturdays, Sundays, Holidays, etc. If the last or appointed day for the
taking of any action or the expiration of any right required or granted herein
shall not be a Business Day, then such action may be taken or such right may be
exercised on the next succeeding Business Day.

11. Adjustments of Exercise Price and Number of Warrant Shares.

                                     4
<PAGE>


(a) Stock Splits, etc. The number and kind of securities purchasable upon the
exercise of this Warrant and the Exercise Price shall be subject to adjustment
from time to time if the Company shall: (i) pay a dividend in shares of Common
Stock or make a distribution in shares of Common Stock to holders of its
outstanding Common Stock; (ii) subdivide its outstanding shares of Common Stock
into a greater number of shares; (iii) combine its outstanding shares of Common
Stock into a smaller number of shares of Common Stock; or (iv) issue any shares
of its capital stock in a reclassification of the Common Stock. Upon the
happening of any of the events set forth in subsections (i)-(iv) of this Section
11(a), the number of Warrant Shares purchasable upon exercise of this Warrant
immediately prior thereto shall be adjusted so that the Holder shall be entitled
to receive the kind and number of Warrant Shares or other securities of the
Company which it would have owned or have been entitled to receive had such
Warrant been exercised in advance thereof. Upon each such adjustment of the kind
and number of Warrant Shares or other securities of the Company which are
purchasable hereunder, the Holder shall thereafter be entitled to purchase the
number of Warrant Shares or other securities resulting from such adjustment at
an Exercise Price per Warrant Share or other security obtained by multiplying
the Exercise Price in effect immediately prior to such adjustment by the number
of Warrant Shares purchasable pursuant hereto immediately prior to such
adjustment and dividing by the number of Warrant Shares or other securities of
the Company that are purchasable pursuant hereto immediately after such
adjustment. An adjustment made pursuant to this paragraph shall become effective
immediately after the effective date of such event retroactive to the record
date, if any, for such event.


12. Reorganization, Reclassification, Merger, Consolidation or Disposition of
Assets. In case the Company shall reorganize its capital, reclassify its capital
stock, consolidate or merge with or into another corporation (where the Company
is not the surviving corporation or where there is a change in or distribution
with respect to the Common Stock of the Company), or sell, transfer or otherwise
dispose of its property, assets or business to another corporation and, pursuant
to the terms of such reorganization, reclassification, merger, consolidation or
disposition of assets, shares of common stock of the successor or acquiring
corporation, or any cash, shares of stock or other securities or property of any
nature whatsoever (excluding cash but including warrants or other subscription
or purchase rights) in addition to or in lieu of common stock of the successor
or acquiring corporation ("Other Property"), are to be received by or
distributed to the holders of Common Stock of the Company, then the Holder shall
have the right thereafter to receive the number of shares of Common Stock of the
successor or acquiring corporation or of the Company, if it is the surviving
corporation, and Other Property receivable upon or as a result of such
reorganization, reclassification, merger, consolidation or disposition of assets
by a Holder of the number of shares of Common Stock for which this Warrant is
exercisable immediately prior to such event. In case of any such reorganization,
reclassification, merger, consolidation or disposition of assets, the successor
or acquiring corporation (if other than the Company) shall expressly assume the
due and punctual observance and performance of each and every covenant and
condition of this Warrant to be performed and observed by the Company and all
the obligations and liabilities hereunder, subject to such modifications as may
be deemed appropriate (as determined in good faith by resolution of the Board of
Directors of the Company) in order to provide for adjustments of Warrant Shares
for which this Warrant is exercisable which shall be as nearly equivalent as
practicable to the adjustments provided for in this Section 12. For purposes of
this Section 12, "common stock of the successor or acquiring corporation" shall
include stock of such corporation of any class which is not preferred as to

                                      5
<PAGE>

dividends or assets over any other class of stock of such corporation and which
is not subject to redemption and shall also include any evidences of
indebtedness, shares of stock or other securities which are convertible into or
exchangeable for any such stock, either immediately or upon the arrival of a
specified date or the happening of a specified event and any warrants or other
rights to subscribe for or purchase any such stock. The foregoing provisions of
this Section 12 shall similarly apply to successive reorganizations,
reclassifications, mergers, consolidations or disposition of assets.

13. Voluntary Adjustment by the Company. The Company may at any time during the
term of this Warrant reduce the then current Exercise Price to any amount and
for any period of time deemed appropriate by the Board of Directors of the
Company.

14. Notice of Adjustment. Whenever the number of Warrant Shares or number or
kind of securities or other property purchasable upon the exercise of this
Warrant or the Exercise Price is adjusted, as herein provided, the Company shall
give notice thereof to the Holder, which notice shall state the number of
Warrant Shares (and other securities or property) purchasable upon the exercise
of this Warrant and the Exercise Price of such Warrant Shares (and other
securities or property) after such adjustment, setting forth a brief statement
of the facts requiring such adjustment and setting forth the computation by
which such adjustment was made.

15. Notice of Corporate Action. If at any time:

                  (a) the Company shall take a record of the holders of its
Common Stock for the purpose of entitling them to receive a dividend or other
distribution, or any right to subscribe for or purchase any evidences of its
indebtedness, any shares of stock of any class or any other securities or
property, or to receive any other right, or

                  (b) there shall be any capital reorganization of the Company,
any reclassification or recapitalization of the capital stock of the Company or
any consolidation or merger of the Company with, or any sale, transfer or other
disposition of all or substantially all the property, assets or business of the
Company to, another corporation or,

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

then, in any one or more of such cases, the Company shall give to Holder: (i) at
least 20 days' prior written notice of the date on which a record date shall be
selected for such dividend, distribution or right or for determining rights to
vote in respect of any such reorganization, reclassification, merger,
consolidation, sale, transfer, disposition, liquidation or winding up, and (ii)
in the case of any such reorganization, reclassification, merger, consolidation,
sale, transfer, disposition, dissolution, liquidation or winding up, at least 20
days' prior written notice of the date when the same shall take place. Such
notice in accordance with the foregoing clause also shall specify: (A) the date
on which any such record is to be taken for the purpose of such dividend,
distribution or right, the date on which the holders of Common Stock shall be
entitled to any such dividend, distribution or right, and the amount and
character thereof, and (B) the date on which any such reorganization,
reclassification, merger, consolidation, sale, transfer, disposition,
dissolution, liquidation or winding up is to take place and the time, if any
such time is to be fixed, as of which the holders of Common Stock shall be
entitled to exchange their Warrant Shares for securities or other property
deliverable upon such disposition, dissolution,

                                      6
<PAGE>

     liquidation or winding up. Each such written  notice shall be  sufficiently
given if  addressed  to Holder at the last  address of Holder  appearing  on the
books of the Company and delivered in accordance with Section 17(d).

16. Authorized Shares. The Company covenants that during the period the Warrant
is outstanding, it will reserve from its authorized and unissued Common Stock a
sufficient number of shares to provide for the issuance of the Warrant Shares
upon the exercise of any purchase rights under this Warrant. The Company further
covenants that its issuance of this Warrant shall constitute full authority to
its officers who are charged with the duty of executing stock certificates to
execute and issue the necessary certificates for the Warrant Shares upon the
exercise of the purchase rights under this Warrant. The Company will take all
such reasonable action as may be necessary to assure that such Warrant Shares
may be issued as provided herein without violation of any applicable law or
regulation.

         Except and to the extent as waived or consented to by the Holder, the
Company shall not by any action, including, without limitation, amending the
Company's Articles of Incorporation or through any reorganization, transfer of
assets, consolidation, merger, dissolution, issue or sale of securities or any
other voluntary action, avoid or seek to avoid the observance or performance of
any of the terms of this Warrant, but will at all times in good faith assist in
the carrying out of all such terms and in the taking of all such actions as may
be necessary or appropriate to protect the rights of Holder as set forth in this
Warrant against impairment. Without limiting the generality of the foregoing,
the Company will: (i) not increase the par value of any Warrant Shares above the
amount payable therefor upon such exercise immediately prior to such increase in
par value, (ii) take all such action as may be necessary or appropriate in order
that the Company may validly and legally issue fully paid and nonassessable
Warrant Shares upon the exercise of this Warrant, and (iii) use commercially
reasonable efforts to obtain all such authorizations, exemptions or consents
from any public regulatory body having jurisdiction thereof as may be necessary
to enable the Company to perform its obligations under this Warrant.

         Before taking any action which would result in an adjustment in the
number of Warrant Shares for which this Warrant is exercisable or in the
Exercise Price, the Company shall obtain all such authorizations or exemptions
thereof, or consents thereto, as may be necessary from any public regulatory
body or bodies having jurisdiction thereof.

17. Miscellaneous.

(a) Jurisdiction. This Warrant shall be governed by and construed in accordance
with the laws of the State of Indiana without regard to principles of conflict
of laws.

(b) Restrictions. The Holder acknowledges that the Warrant Shares acquired upon
the exercise of this Warrant, if not registered, will have restrictions upon
resale imposed by state and federal securities laws.

(c) Nonwaiver and Expenses. No course of dealing or any delay or failure to
exercise any right hereunder on the part of Holder shall operate as a waiver of
such right or otherwise prejudice Holder's rights, powers or remedies,
notwithstanding all rights hereunder terminate on the Termination Date. If the
Company willfully and knowingly fails to comply with any provision of this
Warrant, which results in any material damages to the Holder, the

                                      7
<PAGE>

Company shall
pay to Holder such amounts as shall be sufficient to cover any costs and
expenses including, but not limited to, reasonable attorneys' fees, including
those of appellate proceedings, incurred by Holder in collecting any amounts due
pursuant hereto or in otherwise enforcing any of its rights, powers or remedies
hereunder.

(d) Notices. All notices, requests, consents and other communications hereunder
shall be in writing and shall be deemed to have been made when delivered or
mailed by first class mail, postage prepaid, as follows: (a) if to the Holder,
at the address of the Holder as shown on the registry books maintained by the
Company or the Transfer Agent; and (b) if to the Company, at 1200 Abernathy
Road, Suite 1800, Atlanta, GA 30328, Attention Chief Executive Officer.

(e) Limitation of Liability. No provision hereof, in the absence of any
affirmative action by Holder to exercise this Warrant or purchase Warrant
Shares, and no enumeration herein of the rights or privileges of Holder, shall
give rise to any liability of Holder for the purchase price of any Common Stock
or as a shareholder of the Company, whether such liability is asserted by the
Company or by creditors of the Company.

(f) Remedies. Holder, in addition to being entitled to exercise all rights
granted by law, including recovery of damages, will be entitled to specific
performance of its rights under this Warrant. The Company agrees that monetary
damages would not be adequate compensation for any loss incurred by reason of a
breach by it of the provisions of this Warrant and hereby agrees to waive the
defense in any action for specific performance that a remedy at law would be
adequate.

(g) Successors and Assigns. Subject to applicable securities laws, this Warrant
and the rights and obligations evidenced hereby shall inure to the benefit of
and be binding upon the successors of the Company and the successors and
permitted assigns of Holder. The provisions of this Warrant are intended to be
for the benefit of all Holders from time to time of this Warrant and shall be
enforceable by any such Holder or holder of Warrant Shares.

(h) Amendment. This Warrant may be modified or amended or the provisions hereof
waived with the written consent of the Company and the Holder.

(i) Severability. Wherever possible, each provision of this Warrant shall be
interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Warrant shall be prohibited by or invalid under
applicable law, such provision shall be ineffective to the extent of such
prohibition or invalidity, without invalidating the remainder of such provisions
or the remaining provisions of this Warrant.

(j) Headings. The headings used in this Warrant are for the convenience of
reference only and shall not, for any purpose, be deemed a part of this Warrant.

                            [Signature Page Follows]

                                       8





<PAGE>






         IN WITNESS WHEREOF, the Company has caused this Warrant to be executed
by its officer thereunto duly authorized.


Dated:  ______________, 2006


                         I2 TELECOM INTERNATIONAL, INC.


                                  By:__________________________________________
                                     Name:
                                     Title:






<PAGE>





                                                                       EXHIBIT A

                                 ASSIGNMENT FORM

                        (To assign the foregoing warrant, execute
                         this form and supply required information.
                         Do not use this form to exercise the warrant.)



         FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced
 thereby are hereby assigned to


_______________________________________________ whose address is

---------------------------------------------------------------.



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

                  _________                    Dated:  ______________, _______


                  _________Holder's Signature:     _____________________________

                  _________Holder's Address:_____________________________

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



Signature Guaranteed:  ___________________________________________


NOTE: The signature to this Assignment Form must correspond with the name as it
appears on the face of the Warrant, without alteration or enlargement or any
change whatsoever, and must be guaranteed by a bank or trust company. Officers
of corporations and those acting in a fiduciary or other representative capacity
should file proper evidence of authority to assign the foregoing Warrant.








<PAGE>



                                                                       EXHIBIT B



                               NOTICE OF EXERCISE

To:      i2 Telecom International, Inc.

          The  undersigned,   the  Holder  of  the  attached   Warrant,   hereby
     irrevocably  elects to  exercise  the  purchase  right  represented  by the
     Warrant for, and to purchase thereunder, _______ shares of Common Stock (as
     such terms are defined in the Warrant, dated ____________,  2006, issued by
     i2 Telecom International, Inc. to -----------------).

                           (Cash Exercise) The undersigned has included with
                           this Form of Subscription the purchase price of such
                           shares in full.

                           (Cashless Exercise) The undersigned elects to
                           purchase such shares pursuant to the net exercise
                           provisions of such Warrant.

The undersigned hereby requests that the Certificate(s) for such securities be
issued in the name(s) and delivered to the address(es) as follows:

Name:
       -----------------------------------------------------------------------
Address:
        -----------------------------------------------------------------------
Social Security Number:
                       --------------------------------------------------------
Deliver to:
         ----------------------------------------------------------------------
Address:
         ----------------------------------------------------------------------

         If the foregoing Subscription evidences an exercise of the Warrant to
purchase fewer than all of the Warrant Shares (or other securities or property)
to which the undersigned is entitled under such Warrant, please issue a new
Warrant, of like tenor, for the remaining portion of the Warrant (or other

securities or property) in the name(s), and deliver the same to the address(es)
as follows:

Name:
        -----------------------------------------------------------------------
Address:
        -----------------------------------------------------------------------

DATED:  ____________, 200_.


(Name of Holder)


(Signature of Holder or Authorized Signatory)            (SS or TIN of Holder)


Signature Guaranteed: