Exhibit 4.23

THE WARRANT REPRESENTED BY THIS CERTIFICATE AND THE SHARES ISSUABLE UPON
EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS, AND NEITHER SUCH SECURITIES
NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE
TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS
EFFECTIVE UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) THE
COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH
COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH
SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR TRANSFERRED IN THE MANNER
CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR
APPLICABLE STATE SECURITIES LAWS.

                               EP MEDSYSTEMS, INC.

           WARRANT FOR THE PURCHASE OF 286,924 SHARES OF COMMON STOCK

Warrant No. EP2003-5                       This Warrant Expires on July 31, 2008


                  THIS CERTIFIES that, for value received, egs private
healthcare partnership, l.p., an entity, with an address at One Lafayette Place,
2nd Floor, Greenwich, CT 06830 (including any permitted transferee, the
"Holder"), is the registered holder of this Warrant, which represents the right
to purchase two hundred eighty six thousand nine hundred twenty four (286,924)
fully paid and nonassessable shares of the common stock, no par value, $.001
stated value per share (the "Common Stock") of EP MedSystems, Inc., a New Jersey
corporation (the "Company"), at an exercise price equal to $1.6943 per share
(subject to adjustment as provided herein) (the "Exercise Price") upon the terms
and conditions set forth herein, at any time or from time to time after August
1, 2003 and before 5:00 P.M. on July 31, 2008, New York time (the "Exercise
Period").

                  This Warrant is issued pursuant to that certain Common Stock
and Warrant Purchase Agreement dated as of January 31, 2003 by and among the
Company and the entities listed on Exhibit A thereto (the "Purchase Agreement").
As used herein, the term "this Warrant" shall mean and include this Warrant and
any Warrant or Warrants hereafter issued as a consequence of the exercise or
transfer of this Warrant in whole or in part. The number of shares of Common
Stock issuable upon exercise of this Warrant (the "Warrant Shares") and the
Exercise Price may be adjusted from time to time as hereinafter set forth.

1.       Exercise of Warrant.

                  This Warrant may be exercised during the Exercise Period, as
to the whole or any lesser number of whole Warrant Shares, by the surrender of
this Warrant (with the election at the end hereof duly executed) to the Company,
575 Route 73 North, Building D, West Berlin, New Jersey 08091-9293, Attention:
President, or at such other place as is designated in writing by the Company.
Such executed election must be accompanied by payment in an amount equal to the
Exercise Price multiplied by the number of Warrant Shares for which this Warrant
is being exercised. Such payment may be made by certified or bank cashier's
check payable to the order of the Company.
<PAGE>

2. Issuance of Certificates Upon Exercise. Upon each exercise of the Holder's
rights to purchase Warrant Shares, the Holder shall be deemed to be the holder
of record of the Warrant Shares issuable upon such exercise, notwithstanding
that the transfer books of the Company shall then be closed or certificates
representing such Warrant Shares shall not then have been actually delivered to
the Holder. As soon as practicable, but no later than three business days,
following receipt by the Company on a duly executed and properly completed
"Election to Exercise" form attached hereto with respect to such exercise of
this Warrant, the Company shall issue and deliver to the Holder a certificate or
certificates for the Warrant Shares issuable upon such exercise, registered in
the name of the Holder or its designee. If this Warrant should be exercised in
part only, the Company shall, upon surrender of this Warrant for cancellation,
execute and deliver a new Warrant evidencing the right of the Holder to purchase
the balance of the Warrant Shares (or portions thereof) subject to purchase
hereunder.

3. Company's Right to Repurchase Warrant. Notwithstanding any of the other
provisions of this Warrant, the Company shall have the right to call, redeem and
repurchase all or any part of this Warrant upon ninety (90) calendar days prior
written notice to the Holder (the "Repurchase Period") at $.01 per share (the
"Repurchase Price") at any time after the average closing price of the Common
Stock of the Company for any twenty (20) consecutive trading days has equaled or
exceeded $2.54 (subject to adjustment as provided below) (the "Trigger Price").
Notice of any such repurchase will be mailed by the Company to the Holder (the
"Repurchase Notice"). Unless, prior to the expiration of the Repurchase Period,
the Holder exercises its right to purchase the Warrant Shares covered by the
Repurchase Notice, the Holder will forfeit its right to do so, and will be
entitled only to payment of the Repurchase Price of such Warrant Shares so
designated for repurchase. In the event the Company shall call, redeem or
otherwise repurchase all or any part of this Warrant, the same shall thereupon
be delivered by the Holder to the Company and be canceled by the Company and
retired. The Trigger Price shall be subject to the same adjustment provided to
be made to the Exercise Price pursuant to Section 6 below.

4. Transfer; Restrictions on Transfer; Compliance with the Act; Registration
Rights.

(a) Any Warrants issued upon the transfer or exercise in part of this Warrant
shall be numbered and shall be registered in a Warrant Register as they are
issued. The Company shall be entitled to treat the registered holder of any
Warrant on the Warrant Register as the owner in fact thereof for all purposes
and shall not be bound to recognize any equitable or other claim to or interest
in such Warrant on the part of any other person, and shall not be liable for any
registration or transfer of Warrants which are registered or to be registered in
the name of a fiduciary or the nominee of a fiduciary unless made with the
actual knowledge that a fiduciary or nominee is committing a breach of trust in
requesting such registration or transfer, or with the knowledge of such facts
that its participation therein amounts to bad faith. This Warrant shall be
transferable only on the books of the Company upon delivery thereof duly
endorsed by the Holder or by his duly authorized attorney or representative, or
accompanied by proper evidence of succession, assignment, or authority to
transfer. In all cases of transfer by an attorney, executor, administrator,
guardian, or other legal representative, duly authenticated evidence of his or
its authority shall be produced. Upon any registration of transfer, the Company
shall deliver a new Warrant or Warrants to the person entitled thereto. This
Warrant may be exchanged, at the option of the Holder thereof, for another
Warrant, or other Warrants of different denominations, of like tenor and
representing in the aggregate the right to purchase a like number of Warrant
Shares (or portions thereof), upon surrender to the Company or its duly
authorized agent. Notwithstanding the foregoing, the Company shall have no
obligation to cause Warrants to be transferred on its books to any person if, in
the opinion of counsel to the Company, such transfer does not comply with the
provisions of the Act and the rules and regulations thereunder.
<PAGE>

(b) The Holder acknowledges that the Holder has been advised by the Company that
neither this Warrant nor the Warrant Shares have been registered under the Act,
that this Warrant is being or has been issued and the Warrant Shares may be
issued on the basis of the statutory exemption provided by Section 4(2) of the
Act or Regulation D promulgated thereunder, or both, relating to transactions by
an issuer not involving any public offering, and that the Company's reliance
thereon is based in part upon the representations made by the original Holder in
the Purchase Agreement. The Holder acknowledges that he has been informed by the
Company of, or is otherwise familiar with, the nature of the limitations imposed
by the Act and the rules and regulations thereunder on the transfer of
securities. In particular, the Holder agrees that no sale, assignment or
transfer of this Warrant or the Warrant Shares issuable upon exercise hereof
shall be valid or effective, and the Company shall not be required to give any
effect to any such sale, assignment or transfer, unless (i) the sale, assignment
or transfer of this Warrant or such Warrant Shares is registered under the Act,
it being understood that neither this Warrant nor such Warrant Shares are
currently registered for sale and that the Company has no obligation or
intention to so register this Warrant or such Warrant Shares except as
specifically noted in Section 4(c) below, or (ii) this Warrant or such Warrant
Shares are sold, assigned or transferred in accordance with all the requirements
and limitations of Rule 144 promulgated under the Act, it being understood that
Rule 144 is not available at the time of the original issuance of this Warrant
for the sale of this Warrant or such Warrant Shares and that there can be no
assurance that Rule 144 sales will be available at any subsequent time, or (iii)
such sale, assignment, or transfer is otherwise exempt from registration under
the Act.

(c) The Holders of this Warrant and the Warrant Shares are entitled to the
rights and benefits of all the terms, provisions and conditions of that certain
Registration Rights Agreement dated of even date herewith between the Company
and the purchasers listed on Schedule I thereto (the "Registration Rights
Agreement").

5. Nonassessable Reservation of Shares. The Company shall at all times reserve
and keep available out of its authorized and unissued Common Stock, solely for
the purpose of providing for the exercise of the rights to purchase all Warrant
Shares granted pursuant to this Warrant, such number of shares of Common Stock
as shall, from time to time, be sufficient therefor. The Company covenants that
all shares of Common Stock issuable upon exercise of this Warrant, upon receipt
by the Company of the full Exercise Price therefor, shall be validly issued,
fully paid, nonassessable, and free of preemptive rights.
<PAGE>

6. Adjustment of Exercise Price and Number of Warrant Shares.

(a) In case the Company shall at any time after the date this Warrant was first
issued (i) declare a dividend on the outstanding Common Stock payable in shares
of its capital stock, (ii) subdivide the outstanding Common Stock, (iii) combine
the outstanding Common Stock into a smaller number of shares, or (iv) issue any
shares of its capital stock by reclassification of the Common Stock (including
any such reclassification in connection with a consolidation or merger in which
the Company is the continuing corporation), then, in each case, the Exercise
Price, and the number of Warrant Shares issuable upon exercise of this Warrant,
in effect at the time of the record date for such dividend or of the effective
date of such subdivision, combination, or reclassification, shall be
proportionately adjusted so that the Holder after such time shall be entitled to
receive the aggregate number and kind of shares which, if such Warrant had been
exercised immediately prior to such time, the Holder would have owned upon such
exercise and been entitled to receive by virtue of such dividend, subdivision,
combination, or reclassification. Such adjustment shall be made successively
whenever any event listed above shall occur.

(b) No adjustment in the Exercise Price shall be required if such adjustment is
less than $.01 (which amount will be proportionately adjusted in the event of
stock splits or the like); provided, however, that any adjustments which by
reason of this Section 6 are not required to be made shall be carried forward
and taken into account in any subsequent adjustment. All calculations under this
Section 6 shall be made to the nearest cent or to the nearest one-thousandth of
a share, as the case may be.

(c) Whenever there shall be an adjustment as provided in this Section 6, the
Company shall promptly cause written notice thereof to be sent by certified or
registered mail, postage prepaid, to the Holder, at its address as it shall
appear in the Warrant Register, which notice shall be accompanied by an
officer's certificate setting forth the number of Warrant Shares purchasable
upon the exercise of this Warrant and the Exercise Price after such adjustment
and setting forth a brief statement of the facts requiring such adjustment and
the computation thereof, which officer's certificate shall be conclusive
evidence of the correctness of any such adjustment absent manifest error.

(d) The Company shall not be required to issue fractions of shares of Common
Stock or other capital stock of the Company upon the exercise of this Warrant.
If any fraction of a share would be issuable on the exercise of this Warrant (or
specified portions thereof), the Company shall purchase such fraction for an
amount in cash equal to the same fraction of the market price of such share of
Common Stock on the date of exercise of this Warrant, as determined in good
faith by the Company's Board of Directors.
<PAGE>

7. Reclassification: Reorganization or Merger.

(a) In case of any consolidation with or merger of the Company with or into
another corporation (other than a merger or consolidation in which the Company
is the surviving or continuing corporation) or in case of any sale, lease, or
conveyance to another corporation of the property and assets of any nature of
the Company as an entirety or substantially as an entirety, such successor,
leasing, or purchasing corporation, as the case may be, shall (i) execute with
the Holder an agreement providing that the Holder shall have the right
thereafter to receive upon exercise of this Warrant solely the kind and amount
of shares of stock and other securities, property, cash, or any combination
thereof receivable upon such consolidation, merger, sale, lease, or conveyance
by a holder of the number of shares of Common Stock for which this Warrant might
have been exercised immediately prior to such consolidation, merger, sale,
lease, or conveyance, and (ii) make effective provision in its certificate of
incorporation or otherwise, if necessary, to effect such agreement. Such
agreement shall provide for adjustments which shall be as nearly equivalent as
practicable to the adjustments in Section 6 above.

(b) In case of any reclassification or change of the shares of Common Stock
issuable upon exercise of this Warrant (other than a change in par value or from
a specified par value to no par, or as a result of a subdivision or combination,
but including any change in the shares into two or more classes or series of
shares), or in case of any consolidation or merger of another corporation into
the Company in which the Company is the continuing corporation and in which
there is a reclassification or change (including a change to the right to
receive cash or other property) of the shares of Common Stock (other than a
change in par value, or from no par value to a specified par value, or as a
result of a subdivision or combination, but including any change in the shares
into two or more classes or series of shares), the Holder shall have the right
thereafter to receive upon exercise of this Warrant solely the kind and amount
of shares of stock and other securities, property, cash, or any combination
thereof receivable upon such reclassification, change, consolidation, or merger
by a holder of the number of shares of Common Stock for which this Warrant might
have been exercised immediately prior to such reclassification, change,
consolidation, or merger. Thereafter, appropriate provision shall be made for
adjustments which shall be as nearly equivalent as practicable to the
adjustments in Section 6.

(c) Notwithstanding anything to the contrary herein contained, in the event of a
transaction contemplated by Section 7(a) in which the surviving, continuing,
successor, purchasing or leasing corporation demands that all outstanding
convertible notes and warrants be extinguished prior to the closing date of the
contemplated transaction, the Company shall give prior notice (the "Merger
Notice") thereof to the Holder advising the Holder of such transaction. The
Holder shall have ten (10) days after the date of the Merger Notice to elect to
(i) exercise this Warrant in the manner provided herein or (ii) receive from the
surviving, continuing, successor, or purchasing corporation the same
consideration receivable by a holder of the number of shares of Common Stock for
which this Warrant might have been exercised immediately prior to such
consolidation, merger, sale, or purchase reduced by such amount of the
consideration as has a market value equal to the Exercise Price, as determined
by the Board of Directors of the Company, whose determination shall be
conclusive absent manifest error. If the Holder fails to timely notify the
Company of its election, the Holder shall be deemed for all purposes to have
elected the option set forth in (ii) above. Any amounts receivable by a Holder
who has elected the option set forth in (ii) above shall be payable at the same
time as amounts payable to shareholders in connection with any such transaction.
<PAGE>

(d) The above provisions of this Section 7 shall similarly apply to successive
reclassifications and changes of shares of Common Stock and to successive
consolidations, mergers, sales, leases, or conveyances.

(e) Notwithstanding the foregoing provisions of this Section 7, if any
"Fundamental Transaction" (as defined below) results in a "change of control of
the Company" (as defined below), then, at the request of the Holder delivered at
least 30 days before the effective date of such Fundamental Transaction, the
Company will purchase this Warrant from the Holder for a purchase price, payable
in cash within five trading days after such request (or, if later, on the
effective date of the Fundamental Transaction), equal to the value of the
Warrant on the effective date of the Fundamental Transaction, determined using a
Black Scholes valuation model and assumptions reasonably mutually acceptable to
the Company and the Holder, but excluding any adjustment to such valuation that
would result from the Company's Warrant repurchase right set forth in Section 3
hereof, provided that for purposes of such calculation, the market price of the
Common Stock shall be the higher of the closing price on trading day immediately
preceding, or the closing price on the trading day immediately following, the
public announcement of such Fundamental Transaction; provided, however,
notwithstanding any calculation of the amount payable to the holder for each
share of Common Stock for which this Warrant is exercisable, in no event shall
the payment per share of Common Stock by the Company to the Holder be greater
than $3 per share. For purposes of this Section 7(e), a "Fundamental
Transaction" shall be deemed to have occurred if (i) the Company effects any
merger or consolidation of the Company with or into another entity, (ii) the
Company effects any sale of all or substantially all of its assets in one or a
series of related transactions, (iii) any tender offer or exchange offer
(whether by the Company or another entity) is completed pursuant to which
holders of Common Stock are permitted to tender or exchange their shares for
other securities, cash or property, or (iv) the Company effects any
reclassification of the Common Stock or any compulsory share exchange pursuant
to which the Common Stock is effectively converted into or exchanged for other
securities, cash or property. For purposes of this Section 7(e), "change of
control of the Company" means a sale of all or substantially all of the assets
of the Company or a consolidation or merger of the Company into or with any
entity or entities after which the holders of capital stock of the Company
immediately prior to the effective date of the Fundamental Transaction hold less
than fifty percent (50%) of the aggregate outstanding voting securities of the
surviving entity; provided, however, a "change of control of the Company" shall
not include any Fundamental Transaction that results in the Company (or its
successor) remaining a public company whose shares trade on the NASDAQ National
Market or any national securities exchange.

8. Certain Notices to the Holder. In case at any time the Company shall propose
to: (i) pay any dividend or make any distribution on shares of Common Stock in
shares of Common Stock or make any other distribution (other than regularly
scheduled cash dividends which are not in a greater amount per share than the
most recent such cash dividend) to all holders of Common Stock; (ii) issue any
rights, Warrants, or other securities to all holders of Common Stock entitling
them to purchase any additional Shares of Common Stock or any other rights,
warrants, or other securities; (iii) effect any reclassification or change of
outstanding shares of Common Stock, or any consolidation, merger, sale, lease,
or conveyance of property, described in Section 7; or (iv) effect any
liquidation, dissolution, or winding-up of the Company; then, and in any one or
more of such cases, the Company shall give written notice thereof, by certified
or registered mail, postage prepaid, to the Holder at the Holder's address as it
shall appear in the Warrant Register, mailed at least fifteen (15) days prior to
(x) the date as of which the holders of record of shares of Common Stock to be
entitled to receive any such dividend, distribution, rights, warrants, or other
securities are to be determined, (y) the date on which any such
reclassification, change of outstanding shares of Common Stock, consolidation,
merger, sale, lease, conveyance of property liquidation, dissolution, or
winding-up is expected to become effective, and the date as of which it is
expected that holders of record of shares of Common Stock shall be entitled to
exchange their shares for securities or other property, if any, deliverable upon
such reclassification, change of outstanding shares, consolidation, merger,
sale, lease, conveyance of property, liquidation, dissolution, or winding-up, or
(z) the date of such action which would require an adjustment to the Exercise
Price.
<PAGE>

9. Issue Tax. The issuance of any shares or other securities upon the exercise
of this Warrant, and the delivery of certificates or other instruments
representing such shares or other securities, shall be made without charge to
the Holder for any tax or other charge in respect of such issuance. The Company
shall not, however, be required to pay any tax which may be payable in respect
of any transfer involved in the issue and delivery of any certificate in a name
other than that of the Holder and the Company shall not be required to issue or
deliver any such certificate unless and until the person or persons requesting
the issue thereof shall have paid to the Company the amount of such tax or shall
have established to the satisfaction of the Company that such tax has been paid.

10. Restrictive Legend. The Warrant Shares issued upon exercise of this Warrant
shall be subject to a stop transfer order and the certificate or certificates
evidencing such Warrant Shares shall bear the following legend:

         THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
         UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE
         SECURITIES LAWS AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN
         MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS
         (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER
         THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) THE COMPANY
         RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH
         COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT
         SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR TRANSFERRED
         IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT
         UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS.

11. Lost Warrant. Upon receipt of evidence satisfactory to the Company of the
loss, theft, destruction, or mutilation of this Warrant (and upon surrender of
this Warrant if mutilated), and upon reimbursement of the Company's reasonable
incidental expenses and indemnity reasonably satisfactory to the Company, the
Company shall execute and deliver to the Holder thereof a new Warrant of like
date, tenor, and denomination.
<PAGE>

12. No Shareholder Rights. The Holder of this Warrant shall not have solely on
account of such status, any rights of a shareholder of the Company, either at
law or in equity, or to any notice of meetings of shareholders or of any other
proceedings of the Company, except as provided in this Warrant.

13. Governing Law. This Warrant has been negotiated and consummated in the State
of New York and shall be construed in accordance with the laws of the State of
New York applicable to contracts made and performed within such State, without
regard to principles governing conflicts of law.

14. Jurisdiction. Each of the Company and the Holder of this Warrant,
irrevocably consents to the jurisdiction of the courts of the State of New York
and of any federal court located in such State in connection with any action or
proceeding arising out of or relating to this Warrant, any document or
instrument delivered pursuant to, in connection with or simultaneously with this
Warrant, or a breach of this Warrant or any such document or instrument. In any
such action or proceeding, the Company waives personal service of any summons,
complaint or other process and agrees that service thereof may be made in
accordance with Section 15 hereof.

15. Notices. Any notice or other communication required or permitted to be given
hereunder shall be in writing and shall be mailed by certified mail, return
receipt requested, or by Federal Express, Express Mail or similar overnight
delivery or courier service or delivered (in person or by facsimile against
receipt to the party to whom it is to be given:

         if to the Company:         EP MedSystems, Inc.
                                    575 Route 73 North - Building D
                                    West Berlin, New Jersey 08091
                                    Attention: President
                                    Facsimile: (856) 753-8544

         if to the Holder:          To the address set forth on the first page
                                    hereto;

or in either case, to such other address as the party shall have furnished in
writing in accordance with the provisions of this Section 15. Any notice or
other communication given by certified mail shall be deemed given at the time of
certification thereof, except for a notice changing a party's address which
shall be deemed given at the time of receipt thereof. Any notice given by other
means permitted by this Section 15 shall be deemed given at the time of receipt
thereof;

                            [signature page follows]

<PAGE>



IN WITNESS WHEREOF, this Warrant has been duly executed as of January 31, 2003.


                                 EP MEDSYSTEMS, INC.


                                 By: ___________________________________
                                 Name: Reinhard Schmidt
                                 Title:   President and Chief Executive Officer






<PAGE>



                           COUNTERPART SIGNATURE PAGE
                                       TO
                               WARRANT TO PURCHASE
                         286,924 SHARES OF COMMON STOCK
                                       OF
                              EP MEDSYSTEMS, INC.,
                             DATED JANUARY 31, 2003



                                     HOLDER:



               Entity:            Firm: EGS Private Healthcare Partnership, L.P.



                                  By:
                                    -------------------------------
                                    Name: Abhijeet Lele
                                    Title:   Managing Member





                           Individual:
                                      --------------------------------
                                      Name:



<PAGE>



                               FORM OF ASSIGNMENT
        (To be executed by the registered holder if such holder desires to
transfer the attached Warrant.)




FOR VALUE RECEIVED, __________________ hereby sells, assigns, and transfers
unto:

Name:
     --------------------------------------------------------

Address:
        -----------------------------------------------------

Social Security or Employer Identification Number:
                                                  ---------------------------

the right to purchase ___________ shares of Common Stock, no par value, $.001
stated value, of EP MedSystems, Inc. (the "Company") represented by the attached
Warrant, together with all right, title, and interest therein, and does hereby
irrevocably constitute and appoint ________________________ attorney to transfer
such Warrant on the books of the Company, with full power of substitution.


Dated: _______________________


Signature: __________________________________________
Name: _____________________________________________




                                     NOTICE

        THE SIGNATURE ON THE FOREGOING ASSIGNMENT MUST CORRESPOND TO THE
              NAME A WRITTEN UPON THE FACE OF THIS WARRANT IN EVERY
           PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE
                                   WHATSOEVER.



<PAGE>



                              ELECTION TO EXERCISE


The undersigned hereby exercises its rights to purchase _______ Warrant Shares
covered by the within Warrant, and tenders payment herewith in the aggregate
amount of $ ______ by certified or bank cashier's check or wire transfer in
accordance with the terms thereof, and requests that certificates for such
securities be issued in the name of, and delivered to:

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

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

--------------------------------------
(Print Name, Address and Social Security
or Tax Identification Number)

and, if such number of Warrant Shares shall not be all the Warrant Shares
covered by the within Warrant, that a new Warrant for the balance of the Warrant
Shares covered by the within Warrant be registered in the name of, and delivered
to, the undersigned at the address stated below.

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

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

--------------------------------------
(Print Name, Address and Social Security
or Tax identification Number)

                                 Name of Holder
                         ------------------------------

Dated:____________                                     ______________________
                                                       Signature
                                                       ----------------------
                                                       Print Name
                                                       ----------------------
                                                       Title (if entity)

Address: ______________________________________________________________

                                                  ------------------------------
                                                       Signature Guarantee