The securities  represented by this certificate has not been  registered,  under
either the Securities Act of 1933, as amended,  or applicable  state  securities
laws. They may not be sold, offered for sale or transferred in the absence of an
effective  registration  under the Securities  Act of 1933, as amended,  and the
applicable state  securities laws or an opinion of counsel  satisfactory in form
and substance to counsel for the Company that such  transaction  will not result
in a prohibited transaction under the Securities Act of 1933, as amended, or the
applicable state securities laws.

                                                                  WJ-_________
                                     WARRANT

             TO PURCHASE ___________________ SHARES OF COMMON STOCK
                                       OF
                                  Quantech Ltd.

         THIS CERTIFIES THAT, for good and valuable consideration _____________
_____________________________________,  (the  "Investor")  or  his,  her  or its
registered  assigns,  is entitled to subscribe  for and purchase  from  Quantech
Ltd., a Minnesota  corporation  (the  "Company"),  at any time after the Warrant
Exercise  Price  has  been  determined  as set  forth  below  to and  including,
________________,   2002,____________________  (________________________)  fully
paid and nonassessable  shares of the Common Stock of the Company at the Warrant
Exercise Price (defined below),  subject to the antidilution  provisions of this
Warrant.  Reference  is  made to  this  Warrant  in the  Subscription  and  Loan
Agreement  executed  by the  Investor  and the  Company's  Confidential  Private
Placement  Memorandum  dated April 9, 1997,  as restated on October  ____,  1997
("Memorandum").

         The "Warrant  Exercise  Price" shall be equal to the lesser of (a) $.25
per share,  (b) the average of the last sale price of the Company's Common Stock
for each of the 10 consecutive  trading days immediately  preceding December 20,
1997 or (c) the price per share determined as follows:  (i) 80% of the per share
price at which any  shares of the  Company's  Common  Stock are sold in the next
private or public equity  financing with gross  proceeds of at least  $5,000,000
(the  "Financing")  which is prior to the closing of a Sale, Merger or Licensing
(as such terms are defined below), or (ii) in the case of any sale or conveyance
to  another  corporation  of the  property  of the  Company  as an  entirety  or
substantially  as an entirety for cash ("Sale") which is prior to the closing of
a  Financing,  Merger  or  Licensing,  80% of the per  share  consideration  the
shareholders  of the  Company  would be  entitled  to  receive  if  there  was a
distribution  to  the   shareholders   (assuming  the  exercise  of  outstanding
"in-the-money"  options and warrants,  including  this Warrant) of proceeds from
the Sale, or (iii) in case of any  consolidation  or merger to which the Company
is a party or any  statutory  exchange of  securities  with another  corporation
(including  any  exchange  effected  in  connection  with a  merger  of a  third
corporation  into the  Company)  ("Merger")  which is prior to the  closing of a
Financing,  Sale or Licensing,  80% of the average of the last sale price of the
Company's Common Stock for the 20 consecutive trading days immediately following
the public  announcement  of the  Merger,  or (iv) in the case of any  licensing
arrangement in connection with which the Company provides the right to control a
significant  portion of its business and receives  cash in excess of  $5,000,000
upon execution of such arrangement  ("Licensing")  which is prior to the closing
of a Financing, Sale or Merger, 80% of the average of the last sale price of the
Company's Common Stock for the 20 consecutive trading days immediately following
the  public  announcement  of the  Licensing,  or (v) in the  event  there is no
Financing, Sale, Merger or Licensing prior to June 1, 1998, the Warrant Exercise


<PAGE>

Price shall be the lower of (A) 80% of the average of the last sale price of the
Company's  Common Stock for each of the 20 consecutive  trading days immediately
preceding  the  issuance  of this  Warrant or (B) 80% of the average of the last
sale price of the Company's Common Stock for each of the 20 consecutive  trading
days prior to June 1, 1998. The number of shares subject to this Warrant and the
per share prices to which reference is made in determining the Warrant  Exercise
Price Warrant shall be proportionally  adjusted to reflect any stock dividend or
any subdivision or combination of shares  effected by the Company  subsequent to
the date of issuance of this Warrant.

         The shares  which may be acquired  upon  exercise  of this  Warrant are
referred to herein as the "Warrant  Shares." As used herein,  the term  "Holder"
means the  Investor,  any party who  acquires all or a part of this Warrant as a
registered  transferee of the  Investor,  or any record holder or holders of the
Warrant  Shares  issued  upon  exercise,  whether  in whole  or in part,  of the
Warrant.  The term "Common  Stock" means and  includes the  Company's  presently
authorized  common stock,  par value $.01 per share,  and shall also include any
capital stock of any class of the Company  hereafter  authorized which shall not
be limited to a fixed sum or  percentage in respect of the rights of the holders
thereof to  participate in dividends or in the  distribution  of assets upon the
voluntary or involuntary liquidation, dissolution, or winding up of the Company.

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

     1. Exercise; Transferability.

         (a) The rights  represented  by this  Warrant may be  exercised  by the
Holder hereof,  in whole or in part (but not as to a fractional  share of Common
Stock), by written notice of exercise (in the form attached hereto) delivered to
the Company at the principal  office of the Company  prior to the  expiration of
this Warrant and  accompanied or preceded by the surrender of this Warrant along
with a check in payment of the Warrant Exercise Price for such shares.

         (b) This  Warrant  is  transferable  in whole  or in part,  subject  to
applicable  federal and state securities laws and regulations.  This Warrant may
not be sold,  transferred,  assigned,  hypothecated  or divided into two or more
Warrants of smaller denominations, nor may any Warrant shares issued pursuant to
exercise of this Warrant be transferred, except as provided in Section 7 hereof.

     2.  Exchange  and  Replacement.  Subject to  Sections 1 and 7 hereof,  this
Warrant is exchangeable  upon the surrender  hereof by the Holder to the Company
at its  office  for new  Warrants  of like  tenor and date  representing  in the
aggregate  the right to  purchase  the  number  of  Warrant  Shares  purchasable
hereunder,  each of such new  Warrants to represent  the right to purchase  such
number of Warrant Shares (not to exceed the aggregate  total number  purchasable
hereunder) as shall be  designated by the Holder at the time of such  surrender.
Upon  receipt by the Company of evidence  reasonably  satisfactory  to it of the
loss, theft,  destruction,  or mutilation of this Warrant, and, in case of loss,
theft or destruction,  of indemnity or security  reasonably  satisfactory to it,
and upon surrender and cancellation of this Warrant,  if mutilated,  the Company
will make and deliver a new Warrant of like tenor, in lieu of this Warrant. This
Warrant shall be promptly  canceled by the Company upon the surrender  hereof in
connection with any exchange or replacement. The Company shall pay all expenses,
taxes (other than stock transfer taxes), and other charges payable in connection
with the  preparation,  execution,  and  delivery of  Warrants  pursuant to this
Section 2.


<PAGE>

     3. Issuance of the Warrant Shares.

         (a) The Company agrees that the shares of Common Stock purchased hereby
shall be and are deemed to be issued to the  Holder as of the close of  business
on the date on which this Warrant  shall have been  surrendered  and the payment
made for such Warrant Shares as aforesaid. Subject to the provisions of the next
section,  certificates for the Warrant Shares so purchased shall be delivered to
the Holder within a reasonable  time, not exceeding  fifteen (15) days after the
rights  represented  by this Warrant shall have been so exercised,  and,  unless
this Warrant has expired,  a new Warrant  representing the right to purchase the
number of Warrant  Shares,  if any, with respect to which this Warrant shall not
then have been exercised shall also be delivered to the Holder within such time.

         (b)  Notwithstanding the foregoing,  however,  the Company shall not be
required to deliver any  certificate  for Warrant  Shares upon  exercise of this
Warrant except in accordance  with  exemptions  from the  applicable  securities
registration  requirements or registrations  under  applicable  securities laws.
Nothing  herein,  however,  shall  obligate the Company to effect  registrations
under  federal or state  securities  laws,  except as  provided in Section 9. If
registrations  are not in effect and if exemptions  are not  available  when the
Holder  seeks to  exercise  the  Warrant,  the Warrant  exercise  period will be
extended,  if need be, to prevent the Warrant from expiring,  until such time as
either  registrations  become  effective or exemptions  are  available,  and the
Warrant shall then remain  exercisable for a period of at least 30 calendar days
from  the  date  the  Company  delivers  to the  Holder  written  notice  of the
availability of such  registrations or exemptions.  The Holder agrees to execute
such documents and make such representations,  warranties, and agreements as may
be required solely to comply with the exemptions relied upon by the Company,  or
the registrations made, for the issuance of the Warrant Shares.

     4.  Covenants of the  Company.  The Company  covenants  and agrees that all
Warrant Shares will, upon issuance,  be duly authorized and issued,  fully paid,
nonassessable,  and free from all taxes,  liens, and charges with respect to the
issue thereof.  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 Common  Stock to provide for the exercise of the
rights represented by this Warrant.

     5. Antidilution Adjustments.  The provisions of this Warrant are subject to
adjustment as provided in this Section 5.

         (a) After the  determination of the initial Warrant Exercise Price, the
Warrant Exercise Price shall be adjusted from time to time such that in case the
Company shall hereafter:

          (i) pay any dividends on any class of stock of the Company  payable in
          Common Stock or securities convertible into Common Stock;

          (ii)  subdivide  its then  outstanding  shares of Common  Stock into a
          greater number of shares; or

          (iii) combine  outstanding shares of Common Stock, by reclassification
          or otherwise;

<PAGE>

then, in any such event, the Warrant Exercise Price in effect  immediately prior
to  such  event  shall  (until  adjusted  again  pursuant  hereto)  be  adjusted
immediately  after such event to a price  (calculated  to the nearest full cent)
determined  by  dividing  (a) the number of shares of Common  Stock  outstanding
immediately  prior  to such  event,  multiplied  by the  then  existing  Warrant
Exercise  Price,  by (b) the total number of shares of Common Stock  outstanding
immediately  after such event  (including the maximum number of shares of Common
Stock issuable in respect of any securities  convertible into Common Stock), and
the resulting  quotient shall be the adjusted  Warrant Exercise Price per share.
An  adjustment  made  pursuant  to  this  Subsection   shall  become   effective
immediately  after the record date in the case of a dividend or distribution and
shall become  effective  immediately  after the effective  date in the case of a
subdivision,  combination or reclassification.  If, as a result of an adjustment
made  pursuant  to  this  Subsection,  the  Holder  of  any  Warrant  thereafter
surrendered  for exercise shall become entitled to receive shares of two or more
classes of capital  stock or shares of Common Stock and other  capital  stock of
the Company,  the Board of Directors (whose  determination  shall be conclusive)
shall determine the allocation of the adjusted Warrant Exercise Price between or
among  shares of such  classes  of capital  stock or shares of Common  Stock and
other capital stock. All calculations under this Subsection shall be made to the
nearest  cent or to the  nearest  1/100 of a share,  as the case may be.  In the
event  that at any time as a  result  of an  adjustment  made  pursuant  to this
Subsection,  the holder of any Warrant thereafter surrendered for exercise shall
become entitled to receive any shares of the Company other than shares of Common
Stock,  thereafter the Warrant Exercise Price of such other shares so receivable
upon exercise of any Warrant shall be subject to adjustment from time to time in
a manner and on terms as nearly equivalent as practicable to the provisions with
respect to Common Stock contained in this Section.

         (b) Upon each  adjustment  of the Warrant  Exercise  Price  pursuant to
Section 5(a) above, the Holder of each Warrant shall  thereafter  (until another
such  adjustment) be entitled to purchase at the adjusted Warrant Exercise Price
the  number of  shares,  calculated  to the  nearest  full  share,  obtained  by
multiplying  the number of shares  specified  in such  Warrant (as adjusted as a
result of all adjustments in the Warrant  Exercise Price in effect prior to such
adjustment) by the Warrant Exercise Price in effect prior to such adjustment and
dividing the product so obtained by the adjusted Warrant Exercise Price.

         (c) In case of any  consolidation  or merger to which the  Company is a
party  or in case of any  sale  or  conveyance  to  another  corporation  of the
property of the Company as an entirety or  substantially  as an entirety,  or in
the case of any  statutory  exchange  of  securities  with  another  corporation
(including  any  exchange  effected  in  connection  with a  merger  of a  third
corporation into the Company), there shall be no adjustment under Subsection (a)
of this Section above but the Holder of each Warrant then outstanding shall have
the right  thereafter to convert such Warrant into the kind and amount of shares
of stock and other  securities  and  property  which he would have owned or have
been entitled to receive immediately after such consolidation, merger, statutory
exchange,  sale or conveyance had such Warrant been converted  immediately prior
to the effective date of such consolidation, merger, statutory exchange, sale or
conveyance and in any such case, if necessary,  appropriate  adjustment shall be
made in the application of the provisions set forth in this Section with respect
to the rights and interests thereafter of any Holders of the Warrant, to the end
that the provisions set forth in this Section shall  thereafter  correspondingly
be made applicable, as nearly as may reasonably be, in relation to any shares of
stock and other securities and property  thereafter  deliverable on the exercise
of the Warrant.  The  provisions of this  Subsection  shall  similarly  apply to
successive consolidations, mergers, statutory exchanges, sales or conveyances.

<PAGE>

         (d) Upon any adjustment of the Warrant Exercise Price, then and in each
such case, the Company shall give written notice thereof,  by first-class  mail,
postage  prepaid,  addressed to the Holder as shown on the books of the Company,
which  notice  shall  state  the  Warrant  Exercise  Price  resulting  from such
adjustment  and the  increase  or  decrease,  if any, in the number of shares of
Common  Stock  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.

     6. No Voting  Rights.  This  Warrant  shall not  entitle  the Holder to any
voting rights or other rights as a shareholder of the Company.

     7. Notice of Transfer of Warrant or Resale of the Warrant Shares.

         (a) Subject to the sale, assignment,  hypothecation,  or other transfer
restrictions set forth in Section 1 hereof,  the Holder,  by acceptance  hereof,
agrees to give written notice to the Company before transferring this Warrant or
transferring any Warrant Shares of such Holder's  intention to do so, describing
briefly  the manner of any  proposed  transfer.  Promptly  upon  receiving  such
written  notice,  the Company  shall  present  copies  thereof to the  Company's
counsel. If in the opinion of such counsel the proposed transfer may be effected
without  registration or  qualification  (under any federal or state  securities
laws), the Company, as promptly as practicable,  shall notify the Holder of such
opinion,  whereupon  the Holder shall be entitled to transfer this Warrant or to
dispose of Warrant Shares  received upon the previous  exercise of this Warrant,
all in  accordance  with the terms of the notice  delivered by the Holder to the
Company;  provided that an appropriate legend may be endorsed on this Warrant or
the certificates for such Warrant Shares  respecting  restrictions upon transfer
thereof necessary or advisable in the opinion of counsel and satisfactory to the
Company to prevent further transfers which would be in violation of Section 5 of
the  Securities  Act of 1933, as amended (the "1933 Act") and  applicable  state
securities  laws;  and  provided  further  that the  prospective  transferee  or
purchaser   shall  execute  such   documents  and  make  such   representations,
warranties,  and  agreements  as may be  required  solely  to  comply  with  the
exemptions  relied upon by the Company for the  transfer or  disposition  of the
Warrant or Warrant Shares.

         (b) If in the opinion of the counsel referred to in this Section 7, the
proposed  transfer  or  disposition  of  this  Warrant  or such  Warrant  Shares
described  in the written  notice  given  pursuant to this  Section 7 may not be
effected  without  registration or qualification of this Warrant or such Warrant
Shares the Company shall promptly give written notice thereof to the Holder, and
the Holder  will limit its  activities  in respect to such as, in the opinion of
such counsel, are permitted by law.

     8.  Fractional  Shares.  Fractional  shares  shall not be  issued  upon the
exercise of this Warrant, but in any case where the holder would, except for the
provisions  of this  Section,  be entitled  under the terms  hereof to receive a
fractional  share, the Company shall,  upon the exercise of this Warrant for the
largest  number of whole  shares then called for, pay a sum in cash equal to the
sum of (a) the excess, if any, of the Market Price of such fractional share over
the  proportional  part  of the  Warrant  Exercise  Price  represented  by  such
fractional  share,  plus (b) the proportional part of the Warrant Exercise Price
represented by such  fractional  share.  For purposes of this Section,  the term
"Market  Price"  with  respect to shares of Common  Stock of any class or series
means:

<PAGE>

         (i) if the Company's Common Stock is traded on an exchange or is quoted
         on the Nasdaq  National  Market,  then the average closing or last sale
         prices,   respectively,   reported  for  the  ten  (10)  business  days
         immediately preceding exercise of the Warrant,

         (ii) if the  Company's  Common Stock is not traded on an exchange or on
         the Nasdaq  National Market but is traded on the Nasdaq SmallCap Market
         or other  over-the-counter  market,  then the  average  closing bid and
         asked  prices  reported  for the ten  (10)  business  days  immediately
         preceding the exercise of the Warrant, and

         (iii) if the Company's  Common Stock is not traded on an exchange,  the
         Nasdaq  National  Market,  or  the  Nasdaq  SmallCap  Market  or  other
         over-the-counter  market,  then the price  established in good faith by
         the Company's Board of Directors.

     9. Registration Rights.

         (a) If at any time after this Warrant becomes  exercisable and prior to
the end of the one-year period  following  complete  exercise of this Warrant or
__________________________, 2003, whichever occurs earlier, the Company proposes
to register  under the 1933 Act  (except by a Form S-4 or Form S-8  Registration
Statement or any successor  forms thereto) or qualify for a public  distribution
under Section 3(b) of the 1933 Act, any of its securities,  it will give written
notice to all Holders of this Warrant, any Warrants issued pursuant to Section 2
and/or  Section 3(a) hereof,  and any Warrant  Shares of its  intention to do so
and, on the written  request of any such Holder  given  within  twenty (20) days
after  receipt of any such notice  (which  request shall specify the interest in
this  Warrant or the Warrant  Shares  intended to be sold or disposed of by such
Holder  and  describe  the  nature  of any  proposed  sale or other  disposition
thereof),  the  Company  will use its best  efforts  to cause  all such  Warrant
Shares,   the  Holders  of  which  shall  have  requested  the  registration  or
qualification thereof, to be included in such registration statement proposed to
be filed by the Company; provided,  however, that if a greater number of Warrant
Shares  is  offered  for  participation  in the  proposed  offering  than in the
reasonable  opinion of the managing  underwriter of the proposed offering can be
accommodated without adversely affecting the proposed offering,  then the amount
of Warrant Shares  proposed to be offered by such Holders for  registration,  as
well as the number of securities of any other selling shareholders participating
in the  registration,  shall  be  proportionately  reduced  to a  number  deemed
satisfactory by the managing underwriter.

         (b)  Further,  on a one-time  basis  only,  provided  Form S-3, or such
successor form as may be adopted, is available, during the term of this Warrant,
upon  request by the Holder or Holders  of a majority  in  interest  of (i) this
Warrant,  (ii) any  Warrants  issued  pursuant to Section 2 and/or  Section 3(a)
hereof  (iii) any  Warrants  issued  pursuant to the  offering  described in the
Memorandum,  and (iv) any  Warrant  Shares  underlying  all such  Warrants,  the
Company will promptly take all necessary steps to register or qualify, under the
1933 Act and the  securities  laws of such states as the Holders may  reasonably
request, such number of Warrant Shares issued and to be issued upon exercise all
of such Warrants requested by such Holders in their request to the Company.  The

<PAGE>

Company  shall keep  effective  and  maintain any  registration,  qualification,
notification, or approval specified in this Paragraph (b) for such period as may
be  reasonably  necessary  for such Holder or Holders of such Warrant  Shares to
dispose  thereof and from time to time shall amend or supplement  the prospectus
used in  connection  therewith  to the extent  necessary in order to comply with
applicable law.  Notwithstanding the foregoing,  if in the reasonable opinion of
the managing underwriter of any proposed financing by the Company a registration
of the Warrant Shares pursuant to this Paragraph (b) would adversely  affect the
proposed  financing,  then the Company  shall not be  obligated  to register any
portion of the Warrant Shares until such time as the managing  underwriter deems
it would no longer adversely impact the proposed financing.

         (c) With respect to each  inclusion  of  securities  in a  registration
statement pursuant to this Section 9, the Company shall bear the following fees,
costs, and expenses: all registration,  filing and NASD fees, printing expenses,
fees and  disbursements  of counsel and  accountants  for the Company,  fees and
disbursements  of counsel for the underwriter or underwriters of such securities
(if the Company is required to bear such fees and  disbursements),  all internal
expenses,  the  premiums  and  other  costs of  policies  of  insurance  against
liability  arising out of the public offering,  and legal fees and disbursements
and other expenses of complying with state securities laws of any  jurisdictions
in which the  securities to be offered are to be  registered or qualified.  Fees
and  disbursements  of special counsel and accountants for the selling  Holders,
underwriting  discounts and commissions,  and transfer taxes for selling Holders
and any other expenses relating to the sale of securities by the selling Holders
not expressly included above shall be borne by the selling Holders;

         (d) The Company hereby  indemnifies each of the Holders of this Warrant
and of any Warrant Shares,  and the officers and directors,  if any, who control
such  Holders,  within the  meaning of Section 15 of the 1933 Act,  against  all
losses,  claims,  damages, and liabilities caused by (1) any untrue statement or
alleged  untrue  statement  of a material  fact  contained  in any  Registration
Statement or  Prospectus  (and as amended or  supplemented  if the Company shall
have furnished any amendments thereof or supplements  thereto),  any Preliminary
Prospectus  or any state  securities  law  filings;  (2) any omission or alleged
omission  to state  therein a material  fact  required  to be stated  therein or
necessary to make the statements  therein not misleading  except insofar as such
losses,  claims,  damages or liabilities  are caused by any untrue  statement or
omission  contained in  information  furnished in writing to the Company by such
Holder expressly for use therein;  and each such Holder by its acceptance hereof
severally  agrees that it will indemnify and hold harmless the Company,  each of
its officers who signs such Registration Statement, and each person, if any, who
controls  the  Company,  within the meaning of Section 15 of the 1933 Act,  with
respect to losses, claims, damages or liabilities which are caused by any untrue
statement  or omission  contained  in  information  furnished  in writing to the
Company by such Holder expressly for use therein.

     IN WITNESS  WHEREOF,  Quantech Ltd. has caused this Warrant to be signed by
its duly authorized officer and this Warrant to be dated ______________________,
1997.

                                 "Company"

                                  Quantech Ltd.


                                  By_________________________________
                                    Gregory G. Freitag, Chief Financial Officer
                                    and Chief Operating Officer



<PAGE>


To:  Quantech Ltd.



NOTICE OF EXERCISE OF WARRANT --        To Be Executed by the Registered Holder
-----------------------------           in Order to Exercise the Warrant


The undersigned  hereby  irrevocably  elects to exercise the attached Warrant to
purchase for cash, _________________ of the shares issuable upon the exercise of
such Warrant,  and requests that  certificates  for such shares (together with a
new Warrant to purchase the number of shares, if any, with respect to which this
Warrant is not exercised) shall be issued in the name of


                               ------------------------------------------------
                               (Print Name)


Please insert social security
or other identifying number
of registered holder of
certificate (______________)    Address:

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

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


Date:  _________, 19            ________________________________
                                Signature*




*The signature on the Notice of Exercise of Warrant must  correspond to the name
as written upon the face of the Warrant in every particular  without  alteration
or  enlargement  or  any  change  whatsoever.   When  signing  on  behalf  of  a
corporation,   partnership,   trust  or  other  entity,   PLEASE  indicate  your
position(s) and title(s) with such entity.




<PAGE>





                                 ASSIGNMENT FORM


To be signed only upon authorized transfer of Warrants.

FOR VALUE RECEIVED,  the undersigned hereby sells,  assigns,  and transfers unto
______________________________________________   the  right  to   purchase   the
securities  of Quantech  Ltd. to which the within  Warrant  relates and appoints
____________________,  attorney, to transfer said right on the books of Quantech
Ltd. with full power of substitution in the premises.


Dated:___________                  _________________________________________
                                   (Signature)

                                    Address:

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

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


<PAGE>



               DATES AND AMOUNTS OF COMMON STOCK PURCHASE WARRANTS
                       ISSUED TO AFFILIATES OF REGISTRANT




                                                                        NUMBER
AFFILIATE                                      DATE OF ISSUE          OF SHARES


Gregory G. Freitag                             June 3, 1997             30,000

James F. Lyons                                 June 3, 1997             75,000

Edward E. Strickland                           June 3, 1997             75,000

Strickland Family Limited Partnership          June 3, 1997             75,000

Robert Case                                    June 30, 1997           150,000