THIS  WARRANT  AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE
NOT  BEEN  REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT
AND  THE  COMMON  SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD,
OFFERED  FOR  SALE,  PLEDGED  OR  HYPOTHECATED  IN  THE  ABSENCE OF AN EFFECTIVE
REGISTRATION  STATEMENT  AS  TO  THIS  WARRANT  UNDER  SAID ACT OR AN OPINION OF
COUNSEL REASONABLY SATISFACTORY TO E-VIDEOTV, INC. THAT SUCH REGISTRATION IS NOT
REQUIRED.

                              Right  to  Purchase 666,666 Shares of Common Stock
                              of  e-VideoTV,  Inc.  (subject  to  adjustment  as
                              provided  herein)

                          COMMON STOCK PURCHASE WARRANT

No.  2001-1                                        Issue  Date:  June  __,  2001

     E-VIDEOTV,  INC.,  a  corporation  organized under the laws of the State of
Delaware  (the  "Company"),  hereby  certifies  that, for value received, Laurus
Master Fund Ltd., or assigns, is entitled, subject to the terms set forth below,
to  purchase  from the Company from and after the Issue Date of this Warrant and
at  any  time or from time to time before 5:00 p.m., New York time, through five
(5)  years after such date (the "Expiration Date"), up to 666,666 fully paid and
nonassessable  shares of Common Stock (as hereinafter defined), $.0001 par value
per  share,  of  the  Company, at a purchase price of the lesser of (i) $___ per
share  or  (ii)  120%  of  the average of the three lowest closing prices of the
Common  Stock  as  reported  by Bloomberg Financial for the Principal Market (as
defined  in  the  Subscription  Agreement  hereinafter  referred to) for the ten
trading  days  immediately  preceding  the  date of the exercise of this Warrant
(such  purchase price per share as adjusted from time to time as herein provided
is referred to herein as the "Purchase Price"). The number and character of such
shares  of  Common  Stock  and  the  Purchase Price are subject to adjustment as
provided  herein.

     As  used herein the following terms, unless the context otherwise requires,
have  the  following  respective  meanings:

     (a)     The  term  "Company"  shall  include  e-VideoTV,  Inc.  and  any
corporation  which  shall  succeed  or assume the obligations of e-VideoTV, Inc.
hereunder.

     (b)     The  term  "Common  Stock" includes (a) the Company's Common Stock,
$.0001  par  value  per  share,  as  authorized  on the date of the Subscription
Agreement  referred  to  in Section 9 hereof, (b) any other capital stock of any
class  or  classes  (however  designated) of the Company, authorized on or after
such  date,  the holders of which shall have the right, without limitation as to
amount,  either  to  all  or  to a share of the balance of current dividends and
liquidating  dividends  after  the payment of dividends and distributions on any
shares entitled to preference, and the holders of which shall ordinarily, in the
absence  of contingencies, be entitled to vote for the election of a majority of
directors of the Company (even if the right so to vote has been suspended by the
happening  of such a contingency) and (c) any other securities into which or for
which  any  of  the  securities  described  in  (a)  or  (b) may be converted or
exchanged  pursuant  to a plan of recapitalization, reorganization, merger, sale
of  assets  or  otherwise.

     (c)     The  term  "Other  Securities"  refers  to  any  stock  (other than
Common Stock) and other securities of the Company or any other person (corporate
or  otherwise)  which the holder of the Warrant at any time shall be entitled to
receive,  or  shall have received, on the exercise of the Warrant, in lieu of or
in  addition  to  Common  Stock, or which at any time shall be issuable or shall
have  been  issued  in  exchange  for or in replacement of Common Stock or Other
Securities  pursuant  to  Section  4  or  otherwise.


                                        1
<PAGE>
1.     Exercise  of  Warrant.
       ---------------------

     1.1.     Number  of Shares Issuable upon Exercise.  From and after the date
              ----------------------------------------
hereof  through  and  including  the Expiration Date, the holder hereof shall be
entitled  to  receive, upon exercise of this Warrant in whole in accordance with
the  terms  of  subsection  1.2  or  upon  exercise  of  this Warrant in part in
accordance  with  subsection 1.3, shares of Common Stock of the Company, subject
to  adjustment  pursuant  to  Section  4.

     1.2.     Full  Exercise.  This  Warrant  may  be  exercised  in full by the
              --------------
holder hereof by delivery of an original or fax copy of the form of subscription
attached  as  Exhibit  A  hereto (the "Subscription Form") duly executed by such
holder  and  surrender of the original Warrant within seven days of exercise, to
the  Company  at  its principal office or at the office of its Warrant agent (as
provided  hereinafter),  accompanied  by  payment, in cash, wire transfer, or by
certified  or  official  bank  check payable to the order of the Company, in the
amount  obtained  by  multiplying the number of shares of Common Stock for which
this  Warrant is then exercisable by the Purchase Price (as hereinafter defined)
then  in  effect.

     1.3.     Partial  Exercise.  This Warrant may be exercised in part (but not
              -----------------
for  a  fractional  share) by surrender of this Warrant in the manner and at the
place provided in subsection 1.2 except that the amount payable by the holder on
such partial exercise shall be the amount obtained by multiplying (a) the number
of  shares  of Common Stock designated by the holder in the Subscription Form by
(b)  the  Purchase  Price  then  in  effect.  On  any such partial exercise, the
Company,  at  its expense, will forthwith issue and deliver to or upon the order
of  the  holder  hereof  a  new Warrant of like tenor, in the name of the holder
hereof or as such holder (upon payment by such holder of any applicable transfer
taxes)  may request, the number of shares of Common Stock for which such Warrant
may  still  be  exercised.

     1.4.     Fair Market Value. Fair Market Value of a share of Common Stock as
              -----------------
of a particular date (the "Determination Date") shall mean the Fair Market Value
of a share of the Company's Common Stock. Fair Market Value of a share of Common
Stock  as  of  a  Determination  Date  shall  mean:

         (a)     If  the  Company's  Common Stock is traded on an exchange or is
quoted
on  the  National  Association  of  Securities Dealers, Inc. Automated Quotation
("NASDAQ")  National  Market  System  or  the  NASDAQ  SmallCap Market, then the
closing  or  last  sale  price, respectively, reported for the last business day
immediately  preceding  the  Determination  Date.

          (b)     If  the Company's Common Stock is not traded on an exchange or
on the NASDAQ National Market System or the NASDAQ SmallCap Market but is traded
on  the  NASD  OTC-Bulletin  Board,  then  the mean of the closing bid and asked
prices  reported  for  the  last  business  day  immediately  preceding  the
Determination  Date.

          (c)     Except  as  provided  in  clause  (d)  below, if the Company's
Common Stock is not publicly traded, then as the Holder and the Company agree or
in  the  absence  of  agreement by arbitration in accordance with the rules then
standing  of the American Arbitration Association, before a single arbitrator to
be chosen from a panel of persons qualified by education and training to pass on
the  matter  to  be  decided.

          (d)     If  the  Determination  Date  is  the  date  of a liquidation,
dissolution  or winding up, or any event deemed to be a liquidation, dissolution
or  winding up pursuant to the Company's charter, then all amounts to be payable
per share to holders of the Common Stock pursuant to the charter in the event of
such  liquidation,  dissolution  or  winding  up,  plus  all other amounts to be
payable  per  share  in  respect  of  the  Common Stock in liquidation under the
charter,  assuming for the purposes of this clause (d) that all of the shares of
Common  Stock then issuable upon exercise of all of the Warrants are outstanding
at  the  Determination  Date.


                                        2
<PAGE>
     1.5.     Company  Acknowledgment.  The  Company  will,  at  the time of the
              -----------------------
exercise  of  the  Warrant, upon the request of the holder hereof acknowledge in
writing  its  continuing obligation to afford to such holder any rights to which
such holder shall continue to be entitled after such exercise in accordance with
the  provisions  of  this  Warrant.  If  the  holder shall fail to make any such
request,  such failure shall not affect the continuing obligation of the Company
to  afford  to  such  holder  any  such  rights.

     1.6.     Trustee  for  Warrant  Holders.  In the event that a bank or trust
              ------------------------------
company  shall  have  been  appointed as trustee for the holders of the Warrants
pursuant to Subsection 3.2, such bank or trust company shall have all the powers
and  duties  of  a warrant agent (as hereinafter described) and shall accept, in
its  own  name for the account of the Company or such successor person as may be
entitled  thereto,  all  amounts  otherwise  payable  to  the  Company  or  such
successor,  as  the  case  may  be, on exercise of this Warrant pursuant to this
Section  1.

2     Delivery  of  Stock  Certificates,  etc.  on  Exercise. The Company agrees
      ------------------------------------------------------
that the shares of Common Stock purchased upon exercise of this Warrant shall be
deemed  to  be issued to the holder hereof as the record owner of such shares as
of  the  close  of  business  on  the date on which this Warrant shall have been
surrendered  and  payment  made  for  such  shares  as  aforesaid.  As  soon  as
practicable  after  the  exercise of this Warrant in full or in part, and in any
event  within  7  days  thereafter,  the  Company  at its expense (including the
payment by it of any applicable issue taxes) will cause to be issued in the name
of  and  delivered to the holder hereof, or as such holder (upon payment by such
holder  of  any  applicable  transfer  taxes)  may  direct  in  compliance  with
applicable Securities Laws, a certificate or certificates for the number of duly
and  validly  issued,  fully  paid  and nonassessable shares of Common Stock (or
Other Securities) to which such holder shall be entitled on such exercise, plus,
in  lieu  of  any  fractional  share  to  which  such  holder would otherwise be
entitled,  cash  equal to such fraction multiplied by the then Fair Market Value
of  one  full  share,  together  with  any  other  stock or other securities and
property  (including  cash,  where  applicable) to which such holder is entitled
upon  such  exercise  pursuant  to  Section  1  or  otherwise.

3.     Adjustment  for  Reorganization,  Consolidation,  Merger,  etc.
       --------------------------------------------------------------

     3.1.     Reorganization, Consolidation, Merger, etc. In case at any time or
              ------------------------------------------
from  time  to  time,  the  Company  shall  (a)  effect  a  reorganization,  (b)
consolidate  with  or  merge  into  any  other  person,  or  (c) transfer all or
substantially all of its properties or assets to any other person under any plan
or  arrangement contemplating the dissolution of the Company, then, in each such
case,  as  a  condition  to  the  consummation of such a transaction, proper and
adequate  provision  shall  be  made  by  the Company whereby the holder of this
Warrant,  on  the exercise hereof as provided in Section 1 at any time after the
consummation  of  such  reorganization, consolidation or merger or the effective
date  of  such  dissolution,  as  the case may be, shall receive, in lieu of the
Common  Stock  (or  Other  Securities)  issuable  on such exercise prior to such
consummation or such effective date, the stock and other securities and property
(including  cash)  to  which  such  holder  would  have  been entitled upon such
consummation or in connection with such dissolution, as the case may be, if such
holder  had so exercised this Warrant, immediately prior thereto, all subject to
further  adjustment  thereafter  as  provided  in  Section  4.

     3.2.     Dissolution.  In  the  event  of  any  dissolution  of the Company
              -----------
following  the transfer of all or substantially all of its properties or assets,
the Company, prior to such dissolution, shall at its expense deliver or cause to
be  delivered the stock and other securities and property (including cash, where
applicable)  receivable  by the holders of the Warrants after the effective date
of such dissolution pursuant to this Section 3 to a bank or trust company having
its  principal  office  in New York, NY, as trustee for the holder or holders of
the  Warrants.


                                        3
<PAGE>
     3.3.     Continuation  of  Terms.  Upon  any reorganization, consolidation,
              -----------------------
merger  or  transfer (and any dissolution following any transfer) referred to in
this  Section  3,  this  Warrant shall continue in full force and effect and the
terms hereof shall be applicable to the shares of stock and other securities and
property  receivable  on  the exercise of this Warrant after the consummation of
such  reorganization,  consolidation  or  merger  or  the  effective  date  of
dissolution  following  any  such  transfer,  as  the  case may be, and shall be
binding upon the issuer of any such stock or other securities, including, in the
case  of any such transfer, the person acquiring all or substantially all of the
properties  or  assets  of  the  Company,  whether or not such person shall have
expressly  assumed  the  terms of this Warrant as provided in Section 4.  In the
event  this  Warrant  does  not  continue  in  full  force  and effect after the
consummation  of  the transaction described in this Section 3, then only in such
event  will  the  Company's  securities  and  property  (including  cash,  where
applicable)  receivable  by  the  holders  of  the  Warrants be delivered to the
Trustee  as  contemplated  by  Section  3.2.

     3.4.     Share  Issuance.   Except  for the Excepted Issuances as described
              ---------------
in  Section  11  of the Subscription Agreement, if the Company at any time shall
issue  any shares of Common Stock prior to the complete exercise of this Warrant
for  a consideration less than the Purchase Price that would be in effect at the
time  of such issue, then, and thereafter successively upon each such issue, the
Purchase  Price  shall be reduced as follows: (i) the number of shares of Common
Stock  outstanding  immediately  prior  to such issue shall be multiplied by the
Purchase  Price  in  effect  at  the time of such issue and the product shall be
added  to the aggregate consideration, if any, received by the Company upon such
issue  of  additional shares of Common Stock; and (ii) the sum so obtained shall
be divided by the number of shares of Common Stock outstanding immediately after
such  issue.  The  resulting  quotient shall be the adjusted Purchase Price. For
purposes  of  this  adjustment,  the  issuance  of  any  security of the Company
carrying  the  right  to convert such security into shares of Common Stock or of
any  warrant,  right  or  option  to  purchase  Common  Stock shall result in an
adjustment  to  the  Purchase  Price upon the issuance of shares of Common Stock
upon  exercise  of  such  conversion  or  purchase  rights.

     4.     Extraordinary  Events  Regarding Common Stock. In the event that the
            ---------------------------------------------
Company  shall  (a) issue additional shares of the Common Stock as a dividend or
other  distribution  on  outstanding Common Stock, (b) subdivide its outstanding
shares  of  Common  Stock,  or  (c) combine its outstanding shares of the Common
Stock  into  a  smaller number of shares of the Common Stock, then, in each such
event,  the  Purchase  Price  shall,  simultaneously  with the happening of such
event,  be  adjusted  by  multiplying the then Purchase Price by a fraction, the
numerator  of  which  shall  be the number of shares of Common Stock outstanding
immediately prior to such event and the denominator of which shall be the number
of  shares  of  Common  Stock  outstanding immediately after such event, and the
product  so  obtained shall thereafter be the Purchase Price then in effect. The
Purchase  Price, as so adjusted, shall be readjusted in the same manner upon the
happening  of any successive event or events described herein in this Section 4.
The  number  of  shares  of  Common  Stock that the holder of this Warrant shall
thereafter,  on  the  exercise  hereof  as provided in Section 1, be entitled to
receive  shall  be increased to a number determined by multiplying the number of
shares  of  Common  Stock  that  would otherwise (but for the provisions of this
Section 4) be issuable on such exercise by a fraction of which (a) the numerator
is  the  Purchase  Price  that  would  otherwise (but for the provisions of this
Section 4) be in effect, and (b) the denominator is the Purchase Price in effect
on  the  date  of  such  exercise.

     5.     Certificate  as  to  Adjustments.  In each case of any adjustment or
            --------------------------------
readjustment in the shares of Common Stock (or Other Securities) issuable on the
exercise  of  the  Warrants,  the Company at its expense will promptly cause its
Chief Financial Officer or other appropriate designee to compute such adjustment
or  readjustment  in  accordance  with  the  terms  of the Warrant and prepare a
certificate  setting forth such adjustment or readjustment and showing in detail
the  facts  upon  which  such  adjustment  or readjustment is based, including a
statement of (a) the consideration received or receivable by the Company for any
additional shares of Common Stock (or Other Securities) issued or sold or deemed
to  have been issued or sold, (b) the number of shares of Common Stock (or Other
Securities)  outstanding or deemed to be outstanding, and (c) the Purchase Price
and  the  number  of shares of Common Stock to be received upon exercise of this
Warrant,  in  effect immediately prior to such adjustment or readjustment and as
adjusted  or  readjusted as provided in this Warrant. The Company will forthwith
mail  a  copy  of  each  such  certificate  to the holder of the Warrant and any
Warrant  agent  of  the  Company  (appointed  pursuant  to  Section  11 hereof).


                                        4
<PAGE>
     6.     Reservation  of  Stock,  etc.  Issuable  on  Exercise  of  Warrant;
            -------------------------------------------------------------------
Financial  Statements. The Company will at all times reserve and keep available,
---------------------
solely  for issuance and delivery on the exercise of the Warrants, all shares of
Common Stock (or Other Securities) from time to time issuable on the exercise of
the  Warrant.  This  Warrant entitles the holder hereof to receive copies of all
financial and other information distributed or required to be distributed to the
holders  of  the  Company's  Common  Stock.

     7.     Assignment;  Exchange  of  Warrant.  Subject  to  compliance  with
            ----------------------------------
applicable  Securities  laws, this Warrant, and the rights evidenced hereby, may
be  transferred by any registered holder hereof (a "Transferor") with respect to
any  or  all  of the Shares. On the surrender for exchange of this Warrant, with
the  Transferor's  endorsement  in  the  form  of Exhibit B attached hereto (the
Transferor Endorsement Form") and together with evidence reasonably satisfactory
to  the  Company  demonstrating  compliance with applicable Securities Laws, the
Company  at  its  expense  but  with payment by the Transferor of any applicable
transfer  taxes)  will  issue  and  deliver to or on the order of the Transferor
thereof  a  new Warrant or Warrants of like tenor, in the name of the Transferor
and/or  the  transferee(s) specified in such Transferor Endorsement Form (each a
"Transferee"),  calling  in  the  aggregate on the face or faces thereof for the
number  of shares of Common Stock called for on the face or faces of the Warrant
so  surrendered  by  the  Transferor.

     8.     Replacement  of  Warrant.  On  receipt  of  evidence  reasonably
            ------------------------
satisfactory  to  the  Company  of the loss, theft, destruction or mutilation of
this  Warrant  and,  in  the case of any such loss, theft or destruction of this
Warrant,  on  delivery  of  an  indemnity  agreement  or  security  reasonably
satisfactory  in  form  and  amount  to  the Company or, in the case of any such
mutilation,  on  surrender  and cancellation of this Warrant, the Company at its
expense  will execute and deliver, in lieu thereof, a new Warrant of like tenor.

     9.     Subscription  Agreement.  This  Warrant  is  issued  pursuant  to  a
            -----------------------
Subscription  Agreement  entered  into  by  the  Company  and Subscribers of the
Company's  8%  Convertible  Notes at or prior to the issue date of this Warrant.
The  terms  of  the  Subscription  Agreement  are  incorporated  herein  by this
reference.

     10.    Maximum  Exercise.   The  Holder  shall  not be entitled to exercise
            -----------------
this  Warrant  on  an exercise date, in connection with that number of shares of
Common  Stock which would be in excess of the sum of (i) the number of shares of
Common  Stock beneficially owned by the Holder and its affiliates on an exercise
date,  and  (ii) the number of shares of Common Stock issuable upon the exercise
of this Warrant with respect to which the determination of this proviso is being
made  on  an  exercise  date,  which would result in beneficial ownership by the
Holder and its affiliates of more than 4.99% of the outstanding shares of Common
Stock  of  the  Company  on  such  date.  For the purposes of the proviso to the
immediately  preceding  sentence,  beneficial  ownership  shall be determined in
accordance  with  Section  13(d)  of  the  Securities  Exchange  Act of 1934, as
amended,  and Regulation 13d-3 thereunder.  Subject to the foregoing, the Holder
shall  not  be limited to aggregate exercises which would result in the issuance
of  more than 4.99%.  The restriction described in this paragraph may be revoked
upon  75  days  prior  notice  from  the  Holder to the Company.  The Holder may
allocate  which  of  the  equity of the Company deemed beneficially owned by the
Subscriber shall be included in the 4.99% amount described above and which shall
be  allocated  to  the  excess  above  4.99%.

     11.     Warrant Agent.  The  Company  may,  by  written  notice to the each
             -------------
holder  of the Warrant, appoint an agent for the purpose of issuing Common Stock
(or  Other  Securities)  on  the exercise of this Warrant pursuant to Section 1,
exchanging  this  Warrant  pursuant  to  Section  7,  and replacing this Warrant
pursuant  to  Section  8,  or  any  of  the  foregoing,  and thereafter any such
issuance,  exchange  or  replacement,  as the case may be, shall be made at such
office  by  such  agent.


                                        5
<PAGE>
     12.     Transfer on the Company's Books.  Until this Warrant is transferred
             -------------------------------
on  the books of the Company, the Company may treat the registered holder hereof
as the absolute owner hereof for all purposes, notwithstanding any notice to the
contrary.

     13.     Notices,  etc.  All  notices  and  other  communications  from  the
             -------------
Company  to the holder of this Warrant shall be mailed by first class registered
or  certified  mail, postage prepaid, at such address as may have been furnished
to  the Company in writing by such holder or, until any such holder furnishes to
the  Company an address, then to, and at the address of, the last holder of this
Warrant  who  has  so  furnished  an  address  to  the  Company.

     14.     Miscellaneous.  This  Warrant  and  any term hereof may be changed,
             -------------
waived,  discharged or terminated only by an instrument in writing signed by the
party against which enforcement of such change, waiver, discharge or termination
is  sought.  This Warrant shall be construed and enforced in accordance with and
governed by the laws of New York.  Any dispute relating to this Warrant shall be
adjudicated in New York State.  The headings in this Warrant are for purposes of
reference only, and shall not limit or otherwise affect any of the terms hereof.
The  invalidity  or  unenforceability  of  any  provision hereof shall in no way
affect  the  validity  or  enforceability  of  any  other  provision.


                      [THIS SPACE INTENTIONALLY LEFT BLANK]


                                        6
<PAGE>
     IN  WITNESS WHEREOF, the Company has executed this Warrant under seal as of
the  date  first  written  above.

                           E-VIDEOTV,  INC.



                           By:_____________________________________




Witness:


______________________________


                                        7
<PAGE>
                                                                       EXHIBIT A
                              FORM OF SUBSCRIPTION
                   (To be signed only on exercise of Warrant)

TO:  e-VideoTV,  Inc.

The  undersigned,  pursuant  to the provisions set forth in the attached Warrant
(No.____),  hereby  irrevocably  elects  to  purchase  (check  applicable  box):

___     ________  shares  of  the  Common  Stock  covered  by  such  Warrant.

The  undersigned  herewith  makes  payment  of  the full purchase price for such
shares  at  the  price  per  share  provided  for  in  such  Warrant,  which  is
$___________.  Such  payment  takes the form of (check applicable box or boxes):

___     $__________  in  lawful  money  of  the  United  States;  and/or

___     the  cancellation  of  such  portion  of  the  attached  Warrant  as  is
exercisable  for  a total of _______ shares of Common Stock (using a Fair Market
Value  of  $_______  per  share  for  purposes  of  this  calculation);  and/or


The  undersigned requests that the certificates for such shares be issued in the
name  of,  and  delivered  to  ____________________  whose  address  is
                              ---------------------
______________________________________
____________________________________.

The  undersigned  represents  and  warrants  that  all  offers  and sales by the
undersigned of the securities issuable upon exercise of the within Warrant shall
be made pursuant to registration of the Common Stock under the Securities Act of
1933,  as  amended  (the  "Securities  Act")  or  pursuant  to an exemption from
registration  under  the  Securities  Act.

Dated:___________________               _______________________________________
                                        (Signature  must  conform  to  name  of
                                        holder  as  specified on the face of the
                                        Warrant)
                                        _____________________________________
                                        (Address)


                                        8
<PAGE>
                                                                       Exhibit B

                         FORM OF TRANSFEROR ENDORSEMENT
                   (To be signed only on transfer of Warrant)

     For  value  received,  the undersigned hereby sells, assigns, and transfers
unto  the  person(s)  named  below  under  the  heading  "Transferees" the right
represented  by  the  within  Warrant  to  purchase the percentage and number of
shares  of  Common  Stock of e-VideoTV, Inc. to which the within Warrant relates
specified  under the headings "Percentage Transferred" and "Number Transferred,"
respectively,  opposite  the  name(s)  of  such person(s) and appoints each such
person Attorney to transfer its respective right on the books of e-VideoTV, Inc.
with  full  power  of  substitution  in  the  premises.


      Transferees                   Percentage                   Number
      -----------                   Transferred                Transferred
                                    -----------                -----------








Dated:, ___________  ____               ________________________________________
                                        (Signature  must  conform  to  name  of
                                        holder  as  specified on the face of the
                                        warrant)

Signed  in  the  presence  of:


____________________________________    ________________________________________
     (Name)                                  (address)

                                        ________________________________________
ACCEPTED  AND  AGREED:                       (address)
[TRANSFEREE]


____________________________________
     (Name)


                                        9
<PAGE>