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EXHIBIT 10.28

                                                                       EXHIBIT A

THE SECURITIES EVIDENCED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED,
PLEDGED OR OTHERWISE DISPOSED OF UNLESS THERE IS AN EFFECTIVE REGISTRATION
STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES OR THE ISSUER RECEIVES AN
OPINION OF COUNSEL STATING THAT SUCH DISPOSITION IS EXEMPT FROM THE REGISTRATION
AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT.

                        WARRANT TO PURCHASE COMMON STOCK
                          OF PRISM SOFTWARE CORPORATION

         This certifies that Carl von Bibra (the "Holder"), and the Holder's
registered successors and assigns, are entitled, subject to the terms and
conditions set forth below, to purchase from Prism Software Corporation, a
Delaware corporation (the "Company"), the number of shares of the Common Stock
of the Company set forth below at an exercise price of $0.12 per share (the
"Exercise Price"), as such may have been adjusted as of the time of exercise
pursuant to the provisions of paragraph 2 below.

         The term "Warrant Shares" as used herein includes the shares of the
Company's Common Stock (and such other securities or property into which such
shares of Common Stock may hereafter be changed) which are at the time
receivable by the Holder upon exercise of this Warrant. The term "Warrant" as
used herein shall include this Warrant and any Warrant delivered in substitution
or exchange herefor.

         1. EXERCISE AND EXPIRATION. This Warrant may be exercised in whole or
in part at any time or times on or after the date of original issuance hereof,
but must be exercised prior to three years from the date of issuance, at which
time this Warrant shall expire. This Warrant shall be exercisable by delivery by
the holder hereof to the Company of (i) the original of this Warrant, (ii)
payment in form acceptable to the Company of the Exercise Price of the Warrant
being exercised, and (iii) written instructions as to the number of Warrant
shares covered by the exercise.

         2. ADJUSTMENT OF EXERCISE PRICE. The Exercise Price shall be subject to
adjustment from time to time as follows:

                  (a) In the event the Company should at any time or from time
to time fix a record date for the effectuation of a split or subdivision of the
outstanding shares of Common Stock or the determination of holders of Common
Stock entitled to receive a dividend or other distribution payable in additional
shares of Common Stock or other securities or rights convertible into, or
entitling the holder thereof to receive directly or indirectly, additional
shares of Common Stock (hereinafter referred to as "Common Stock Equivalents")
without payment of any consideration by such holder for the additional shares of
Common Stock or the Common Stock Equivalents (including the additional shares of
Common Stock issuable upon conversion or exercise thereof), then, as of such
record date (or the date of such dividend distribution, split or subdivision if
no record date is fixed), the Exercise Price shall be appropriately decreased so
that the number of shares of Common Stock issuable on exercise hereof shall be
increased in proportion to such increase of the aggregate of shares of Common
Stock outstanding.



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         (b) If the number of outstanding shares of Common Stock is decreased by
a combination of the outstanding shares of Common Stock, then, following the
record date of such combination, the Exercise Price shall be appropriately
increased so that the number of shares of Common Stock issuable on exercise
hereof shall be decreased in proportion to such decrease in outstanding shares.

         (c) If at any time or from time to time there shall be a
recapitalization of the Common Stock, provision shall be made so that the holder
hereof shall thereafter be entitled to receive upon exercise of this Warrant the
number of shares of stock or other securities or property of the Company or
otherwise, to which a holder of Common Stock deliverable upon exercise would
have been entitled on such recapitalization. In any such case, appropriate
adjustment shall be made in the application of the provisions of this paragraph
2 with respect to the rights of the holder hereof after the recapitalization to
the end that the provisions of this paragraph 2 (including adjustment of the
Exercise Price then in effect and the number of shares purchasable upon exercise
hereof) shall be applicable after that event as nearly equivalent as may be
practicable.

         (d) If at any time after the date of issuance of this Warrant the
Company shall issue additional warrants at an exercise price below the Exercise
Price, then the Exercise Price of this Warrant shall be adjusted to the lower
exercise price.

         3. TRANSFER OF WARRANT. This Warrant shall be registered on the books
of the Company and, subject to compliance with applicable securities laws, shall
be transferable in whole or in part on such books upon surrender of this Warrant
by the registered Holder hereof in person or by a duly authorized attorney.

         4. RESERVATION OF COMMON STOCK. The Company hereby covenants and agrees
that it shall at all times reserve and keep authorized and available for
issuance, free of any preemptive rights or rights of first refusal, a sufficient
number of Warrant Shares for the purpose of issuance upon exercise of this
Warrant to permit the exercise of this Warrant in whole.

         5. MISCELLANEOUS. The holder of this Warrant shall not be entitled to
any rights of a shareholder of the Company prior to the exercise hereof.

         IN WITNESS WHEREOF, the Company has caused this Warrant to be duly
executed and delivered by its duly authorized officers as of __________________
____, __________.

No. of Shares __________________

                                     Prism Software Corporation

                                     By:
                                         ---------------------------------------

                                         E. Ted Daniels, Chief Executive Officer