<PAGE>

                                                                    EXHIBIT 10.1

                                                                  EXECUTION COPY

                                     FORM OF
                            NOTE AND WARRANT PURCHASE
                                    AGREEMENT

                          DATED AS OF FEBRUARY __, 2006

                                  BY AND AMONG

                              REMOTE DYNAMICS, INC.

                                       AND

                       THE PURCHASERS LISTED ON EXHIBIT A

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
ARTICLE I Purchase and Sale of Notes and Warrants........................     1
   Section 1.1  Purchase and Sale of Notes and Warrants..................     1
   Section 1.2  Purchase Price and Closing...............................     2
   Section 1.3  Conversion Shares / Warrant Shares.......................     2

ARTICLE II Representations and Warranties................................     3
   Section 2.1  Representations and Warranties of the Company............     3
   Section 2.2  Representations and Warranties of the Purchasers.........    13

ARTICLE III Covenants....................................................    15
   Section 3.1  Securities Compliance....................................    15
   Section 3.2  Registration and Listing.................................    15
   Section 3.3  Inspection Rights........................................    16
   Section 3.4  Compliance with Laws.....................................    16
   Section 3.5  Keeping of Records and Books of Account..................    16
   Section 3.6  Reporting Requirements...................................    16
   Section 3.7  Other Agreements.........................................    16
   Section 3.8  Use of Proceeds..........................................    17
   Section 3.9  [Intentionally Omitted.].................................    17
   Section 3.10 Disclosure of Transaction................................    17
   Section 3.11 Disclosure of Material Information.......................    17
   Section 3.12 Pledge of Securities.....................................    17
   Section 3.13 [Intentionally Omitted.].................................    17
   Section 3.14 Distributions............................................    17
   Section 3.15 Reservation of Shares....................................    18
   Section 3.16 Transfer Agent Instructions..............................    18
   Section 3.17 Disposition of Assets....................................    18
   Section 3.18 Acquisition of Assets....................................    19
   Section 3.19 [Intentionally Omitted.].................................    19
   Section 3.20 Subsequent Financings....................................    19
   Section 3.21 Stockholder Approval.....................................    20
   Section 3.22 D&O Insurance............................................    20

ARTICLE IV Conditions....................................................    20
   Section 4.1  Conditions Precedent to the Obligation of the Company to
                Close and to Sell the Securities.........................    20
   Section 4.2  Conditions Precedent to the Obligation of the Purchasers
                to Close and to Purchase the Securities..................    21

ARTICLE V Certificate Legend.............................................    23
   Section 5.1  Legend...................................................    23

ARTICLE VI Indemnification...............................................    24
   Section 6.1  General Indemnity........................................    24
</TABLE>

<PAGE>

                                TABLE OF CONTENTS

                                   (continued)

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
   Section 6.2  Indemnification Procedure................................    25

ARTICLE VII Miscellaneous................................................    26
   Section 7.1  Fees and Expenses........................................    26
   Section 7.2  Specific Performance; Consent to Jurisdiction; Venue.....    26
   Section 7.3  Entire Agreement; Amendment..............................    27
   Section 7.4  Notices..................................................    27
   Section 7.5  Waivers..................................................    28
   Section 7.6  Headings.................................................    28
   Section 7.7  Successors and Assigns...................................    28
   Section 7.8  No Third Party Beneficiaries.............................    28
   Section 7.9  Governing Law............................................    28
   Section 7.10 Survival.................................................    28
   Section 7.11 Counterparts.............................................    29
   Section 7.12 Publicity................................................    29
   Section 7.13 Severability.............................................    29
   Section 7.14 Further Assurances.......................................    29
</TABLE>

<PAGE>

                       NOTE AND WARRANT PURCHASE AGREEMENT

     This NOTE AND WARRANT PURCHASE AGREEMENT dated as of February __, 2006
(this "Agreement") by and among Remote Dynamics, Inc., a Delaware corporation
(the "Company"), and each of the purchasers of the series A senior secured
convertible promissory notes of the Company whose names are set forth on Exhibit
A attached hereto (each a "Purchaser" and collectively, the "Purchasers").

     The parties hereto agree as follows:

                                   ARTICLE I

                     PURCHASE AND SALE OF NOTES AND WARRANTS

          Section 1.1 Purchase and Sale of Notes and Warrants.

          (a) Upon the following terms and conditions, the Company shall issue
and sell to the Purchasers, and the Purchasers shall purchase (in the amounts
set forth as Exhibit A hereto) from the Company, (i) series A senior secured
convertible promissory notes in the aggregate principal amount of up to Six
Million Dollars ($6,000,000), convertible into shares of the Company's common
stock, par value $.01 per share (the "Common Stock"), in substantially the form
attached hereto as Exhibit B-1 (the "Series A Notes"), and (ii) original issue
discount series A senior secured convertible promissory notes in the aggregate
principal amount equal to fifteen percent (15%) of aggregate principal amount of
Notes, convertible into shares of Common Stock, in substantially the form
attached hereto as Exhibit B-2 (the "OID Notes", together with the Series A
Notes, the "Notes"). The Company and the Purchasers are executing and delivering
this Agreement in accordance with and in reliance upon the exemption from
securities registration afforded by Section 4(2) of the U.S. Securities Act of
1933, as amended, and the rules and regulations promulgated thereunder (the
"Securities Act"), including Regulation D ("Regulation D"), and/or upon such
other exemption from the registration requirements of the Securities Act as may
be available with respect to any or all of the investments to be made hereunder.

          (b) Upon the following terms and conditions, each Purchaser shall be
issued (i) Series A-7 Warrants, in substantially the form attached hereto as
Exhibit C-1 (the "Series A-7 Warrants"), to purchase a number of shares of
Common Stock equal to seventy-five percent (75%) of the number of Conversion
Shares (as defined in Section 1.3 hereof) issuable upon conversion of such
Purchaser's Series A Note on the date of issuance of such Note at an exercise
price per share equal to $0.40 on the Closing Date (as defined in Section 1.2
hereof) and a term of seven (7) years following the Closing Date, (ii) Series
B-4 Warrants, in substantially the form attached hereto as Exhibit C-2 (the
"Series B-4 Warrants"), to purchase a number of shares of Common Stock equal to
fifty percent (50%) of the number of Conversion Shares issuable upon conversion
of such Purchaser's Series A Note on the date of issuance of such Note at an
exercise price per share equal to $0.90 on the Closing Date and a term of four
(4) years following the effective date of the registration statement providing
for the resale of the Conversion Shares and the Warrant Shares (as defined in
Section 1.3 hereof), (iii) Series C-3 Warrants, in substantially the form
attached hereto as Exhibit C-3 (the "Series C-3 Warrants") to purchase a number
of


                                       1

<PAGE>

shares of Common Stock equal to one hundred percent (100%) of the number of
Conversion Shares issuable upon conversion of such Purchaser's Series A Note on
the date of issuance of such Note at an exercise price per share equal to $0.21
on the Closing Date and a term of three (3) years following the Closing Date,
and (iv) Series D-1 Warrants, in substantially the form attached hereto as
Exhibit C-4 (the "Series D-1 Warrants" and, together with the Series A-7
Warrants, the Series B-4 Warrants and the Series C-3 Warrants, the "Warrants"),
to purchase a number of shares of Common Stock equal to seventy percent (70%) of
the number of Conversion Shares issuable upon conversion of such Purchaser's
Series A Note on the date of issuance of such Note at an exercise price per
share equal to the lesser of (A) $0.35 and (B) ninety percent (90%) of the
average of the five-day VWAP preceding the Call Notice (as defined in the Series
D-1 Warrant. The number of shares of Common Stock issuable upon exercise of the
Warrants issuable to each Purchaser is set forth opposite such Purchaser's name
on Exhibit A attached hereto.

          Section 1.2 Purchase Price and Closing. Subject to the terms and
conditions hereof, the Company agrees to issue and sell to the Purchasers and,
in consideration of and in express reliance upon the representations,
warranties, covenants, terms and conditions of this Agreement, the Purchasers,
severally but not jointly, agree to purchase the Notes and Warrants for an
aggregate purchase price of up to Six Million Dollars ($6,000,000) (the
"Purchase Price"). The Company acknowledges and agrees that a portion of the
Purchase Price (not to exceed $500,000) to be delivered by SDS Capital Group
SPC, LTD ("SDS")hereunder may be paid by exchanging outstanding shares of the
Company's Series B Convertible Preferred Stock held by SDS in the amounts set
forth on Exhibit A attached hereto. The closing of the purchase and sale of the
Notes and Warrants to be acquired by the Purchasers from the Company under this
Agreement shall take place at the offices of Kramer Levin Naftalis & Frankel
LLP, 1177 Avenue of the Americas, New York, New York 10036 (the "Closing") at
10:00 a.m., New York time (i) on or before February 23, 2006; provided, that all
of the conditions set forth in Article IV hereof and applicable to the Closing
shall have been fulfilled or waived in accordance herewith, or (ii) at such
other time and place or on such date as the Purchasers and the Company may agree
upon (the "Closing Date"). Subject to the terms and conditions of this
Agreement, at the Closing the Company shall deliver or cause to be delivered to
each Purchaser (x) its Notes for the principal amount set forth opposite the
name of such Purchaser on Exhibit A hereto, (y) its Warrants to purchase such
number of shares of Common Stock as is set forth opposite the name of such
Purchaser on Exhibit A attached hereto and (z) any other documents required to
be delivered pursuant to Article IV hereof. At the Closing, each Purchaser shall
deliver its Purchase Price by wire transfer to an account designated by the
Company.

          Section 1.3 Conversion Shares / Warrant Shares. Subject to the Company
obtaining Stockholder Approval in accordance with Section 3.21 hereof, the
Company has authorized and has reserved and covenants to continue to reserve,
free of preemptive rights and other similar contractual rights of stockholders,
a number of its authorized but unissued shares of Common Stock equal to one
hundred fifty percent (150%) of the aggregate number of shares of Common Stock
to effect the conversion of the Notes and exercise of the Warrants as of the
Closing Date. Any shares of Common Stock issuable upon conversion of the Notes
are herein referred to as the "Conversion Shares". Any shares of Common Stock
issuable upon exercise of the Warrants (and such shares when issued) are herein
referred to as the "Warrant Shares". The


                                       2

<PAGE>

Notes, the Warrants, the Conversion Shares and the Warrant Shares are sometimes
collectively referred to herein as the "Securities".

                                   ARTICLE II

                         REPRESENTATIONS AND WARRANTIES

          Section 2.1 Representations and Warranties of the Company. The Company
hereby represents and warrants to the Purchasers, as of the date hereof and the
Closing Date (except as set forth on the Schedule of Exceptions attached hereto
with each numbered Schedule corresponding to the section number herein), as
follows:

          (a) Organization, Good Standing and Power. The Company is a
corporation duly incorporated, validly existing and in good standing under the
laws of the State of Delaware and has the requisite corporate power to own,
lease and operate its properties and assets and to conduct its business as it is
now being conducted. The Company does not have any Subsidiaries (as defined in
Section 2.1(g)) or own securities of any kind in any other entity except as set
forth on Schedule 2.1(g) hereto. The Company and each such Subsidiary (as
defined in Section 2.1(g)) is duly qualified as a foreign corporation to do
business and is in good standing in every jurisdiction in which the nature of
the business conducted or property owned by it makes such qualification
necessary except for any jurisdiction(s) (alone or in the aggregate) in which
the failure to be so qualified will not have a Material Adverse Effect. For the
purposes of this Agreement, "Material Adverse Effect" means any material adverse
effect on the business, operations, properties, prospects, or financial
condition of the Company and its Subsidiaries and/or any condition,
circumstance, or situation that would prohibit or otherwise materially interfere
with the ability of the Company to perform any of its obligations under this
Agreement in any material respect.

          (b) Authorization; Enforcement. The Company has the requisite
corporate power and authority to enter into and perform its obligations under
this Agreement, the Notes, the Warrants, the Registration Rights Agreement by
and among the Company and the Purchasers, dated as of the date hereof,
substantially in the form of Exhibit D attached hereto (the "Registration Rights
Agreement"), the Security Agreement by and among the Company and its wholly
owned subsidiaries, on the one hand, and the Purchasers, on the other hand,
dated as of the date hereof, substantially in the form of Exhibit E attached
hereto (the "Security Agreement"), the Escrow Agreement by and among the
Company, the Purchasers and the escrow agent, dated as of the date hereof,
substantially in the form of Exhibit F attached hereto (the "Escrow Agreement"),
and the Irrevocable Transfer Agent Instructions (as defined in Section 3.16
hereof) (collectively, the "Transaction Documents") and to issue and sell the
Securities in accordance with the terms hereof. The execution, delivery and
performance of the Transaction Documents by the Company and the consummation by
it of the transactions contemplated thereby have been duly and validly
authorized by all necessary corporate action, and, except as set forth on
Schedule 2.1(b), no further consent or authorization of the Company, its Board
of Directors or stockholders is required. When executed and delivered by the
Company, each of the Transaction Documents shall constitute a valid and binding
obligation of the Company enforceable against the Company in accordance with its
terms, except as such enforceability may be limited by applicable bankruptcy,
reorganization, moratorium, liquidation, conservatorship,


                                       3

<PAGE>

receivership or similar laws relating to, or affecting generally the enforcement
of, creditor's rights and remedies or by other equitable principles of general
application.

          (c) Capitalization. The authorized capital stock and the issued and
outstanding shares of capital stock of the Company as of the date hereof is set
forth on Schedule 2.1(c) hereto. All of the outstanding shares of the Common
Stock and any other outstanding security of the Company have been duly and
validly authorized. Except as set forth in this Agreement, the Commission
Documents (as defined in Section 2.1(f)) or as set forth on Schedule 2.1(c)
hereto, no shares of Common Stock or any other security of the Company are
entitled to preemptive rights or registration rights and there are no
outstanding options, warrants, scrip, rights to subscribe to, call or
commitments of any character whatsoever relating to, or securities or rights
convertible into, any shares of capital stock of the Company. Furthermore,
except as set forth in this Agreement and as set forth on Schedule 2.1(c)
hereto, there are no contracts, commitments, understandings, or arrangements by
which the Company is or may become bound to issue additional shares of the
capital stock of the Company or options, securities or rights convertible into
shares of capital stock of the Company. Except for customary transfer
restrictions contained in agreements entered into by the Company in order to
sell restricted securities or as provided on Schedule 2.1(c) hereto, the Company
is not a party to or bound by any agreement or understanding granting
registration or anti-dilution rights to any person with respect to any of its
equity or debt securities. Except as set forth on Schedule 2.1(c), the Company
is not a party to, and it has no knowledge of, any agreement or understanding
restricting the voting or transfer of any shares of the capital stock of the
Company. For purpose of this Agreement, the term "knowledge" of the Company
shall mean the knowledge of J. Raymond Bilbao after due inquiry.

          (d) Issuance of Securities. The Notes and the Warrants to be issued at
the Closing have been duly authorized by all necessary corporate action. When
the Conversion Shares and Warrant Shares are issued and paid for in accordance
with the terms of this Agreement and as set forth in the Notes and Warrants,
such shares will be duly authorized by all necessary corporate action and
validly issued and outstanding, fully paid and nonassessable, free and clear of
all liens, encumbrances and rights of refusal of any kind.

          (e) No Conflicts. The execution, delivery and performance of the
Transaction Documents by the Company, the performance by the Company of its
obligations under the Notes and the consummation by the Company of the
transactions contemplated hereby and thereby, (including the issuance of the
Securities as contemplated hereby) do not and will not (i) violate or conflict
with any provision of the Company's Certificate of Incorporation (the
"Certificate") or Bylaws (the "Bylaws"), each as amended to date, or any
Subsidiary's comparable charter documents, (ii) conflict with, or constitute a
default (or an event which with notice or lapse of time or both would become a
default) under, or give to others any rights of termination, amendment,
acceleration or cancellation of, any agreement, mortgage, deed of trust,
indenture, note, bond, license, lease agreement, instrument or obligation to
which the Company or any of its Subsidiaries is a party or by which the Company
or any of its Subsidiaries' respective properties or assets are bound, or (iii)
result in a violation of any federal, state, local or foreign statute, rule,
regulation, order, judgment or decree (including federal and state securities
laws and regulations) applicable to the Company or any of its Subsidiaries or by
which any property or asset of the Company or any of its Subsidiaries are bound
or affected, except, with respect to clauses (ii) and


                                       4

<PAGE>

(iii) above for such conflicts, defaults, terminations, amendments,
acceleration, cancellations and violations as would not, individually or in the
aggregate, have a Material Adverse Effect (excluding with respect to federal and
state securities laws)). Neither the Company nor any of its Subsidiaries is
required under federal, state, foreign or local law, rule or regulation to
obtain any consent, authorization or order of, or make any filing or
registration with, any court or governmental agency in order for it to execute,
deliver or perform any of its obligations under the Transaction Documents or
issue and sell the Securities in accordance with the terms hereof (other than
any filings, consents and approvals which may be required to be made by the
Company under applicable state and federal securities laws, rules or regulations
or any registration provisions provided in the Registration Rights Agreement).

          (f) Commission Documents, Financial Statements. The Common Stock of
the Company is registered pursuant to Section 12(b) or 12(g) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and the Company has
timely filed all reports, schedules, forms, statements and other documents
required to be filed by it with the Commission pursuant to the reporting
requirements of the Exchange Act (all of the foregoing including filings
incorporated by reference therein being referred to herein as the "Commission
Documents"). At the times of their respective filings, the Form 10-Q for the
fiscal quarters ended November 30, 2005, May 31, 2005 and February 28, 2005
(collectively, the "Form 10-Q") and the Form 10-K for the fiscal year ended
August 31, 2005 (the "Form 10-K") complied in all material respects with the
requirements of the Exchange Act and the rules and regulations of the Commission
promulgated thereunder, and the Form 10-Q and Form 10-K did not contain any
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary in order to make the statements therein, in light
of the circumstances under which they were made, not misleading. As of their
respective dates, the financial statements of the Company included in the
Commission Documents complied as to form in all material respects with
applicable accounting requirements and the published rules and regulations of
the Commission. Such financial statements have been prepared in accordance with
generally accepted accounting principles ("GAAP") applied on a consistent basis
during the periods involved (except (i) as may be otherwise indicated in such
financial statements or the notes thereto or (ii) in the case of unaudited
interim statements, to the extent they may not include footnotes or may be
condensed or summary statements), and fairly present in all material respects
the financial position of the Company and its Subsidiaries as of the dates
thereof and the results of operations and cash flows for the periods then ended
(subject, in the case of unaudited statements, to normal year-end audit
adjustments).

          (g) Subsidiaries. Schedule 2.1(g) hereto sets forth each Subsidiary of
the Company, showing the jurisdiction of its incorporation or organization and
showing the percentage of each person's ownership of the outstanding stock or
other interests of such Subsidiary. For the purposes of this Agreement,
"Subsidiary" shall mean any corporation or other entity of which at least a
majority of the securities or other ownership interest having ordinary voting
power (absolutely or contingently) for the election of directors or other
persons performing similar functions are at the time owned directly or
indirectly by the Company and/or any of its other Subsidiaries. All of the
outstanding shares of capital stock of each Subsidiary have been duly authorized
and validly issued, and are fully paid and nonassessable. Except as set forth on
Schedule 2.1(g) hereto, there are no outstanding preemptive, conversion or other
rights, options, warrants or agreements granted or issued by or binding upon any
Subsidiary for


                                       5

<PAGE>

the purchase or acquisition of any shares of capital stock of any Subsidiary or
any other securities convertible into, exchangeable for or evidencing the rights
to subscribe for any shares of such capital stock. Neither the Company nor any
Subsidiary is subject to any obligation (contingent or otherwise) to repurchase
or otherwise acquire or retire any shares of the capital stock of any Subsidiary
or any convertible securities, rights, warrants or options of the type described
in the preceding sentence except as set forth on Schedule 2.1(g) hereto. Neither
the Company nor any Subsidiary is party to, nor has any knowledge of, any
agreement restricting the voting or transfer of any shares of the capital stock
of any Subsidiary.

          (h) No Material Adverse Change. Since November 30, 2005, the Company
has not experienced or suffered any Material Adverse Effect, except as disclosed
on Schedule 2.1(h) hereto and as disclosed in its Commission Documents.

          (i) No Undisclosed Liabilities. Except as disclosed on Schedule 2.1(i)
hereto, neither the Company nor any of its Subsidiaries has incurred any
liabilities, obligations, claims or losses (whether liquidated or unliquidated,
secured or unsecured, absolute, accrued, contingent or otherwise) other than
those incurred in the ordinary course of the Company's or its Subsidiaries
respective businesses or which, individually or in the aggregate, are not
reasonably likely to have a Material Adverse Effect.

          (j) No Undisclosed Events or Circumstances. Since November 30, 2005,
except as disclosed on Schedule 2.1(j) hereto, to the knowledge of the Company,
no event or circumstance has occurred or exists with respect to the Company or
its Subsidiaries or their respective businesses, properties, prospects,
operations or financial condition, which, under applicable law, rule or
regulation, requires public disclosure or announcement by the Company but which
has not been so publicly announced or disclosed.

          (k) Indebtedness. Schedule 2.1(k) hereto sets forth as of the date
hereof all outstanding secured and unsecured Indebtedness of the Company or any
Subsidiary, or Indebtedness for which the Company or any Subsidiary has
commitments. For the purposes of this Agreement, "Indebtedness" shall mean (a)
any liabilities for borrowed money or amounts owed in excess of $100,000 (other
than trade accounts payable incurred in the ordinary course of business), (b)
all guaranties, endorsements and other contingent obligations in respect of
Indebtedness of others, whether or not the same are or should be reflected in
the Company's balance sheet (or the notes thereto), except guaranties by
endorsement of negotiable instruments for deposit or collection or similar
transactions in the ordinary course of business; and (c) the present value of
any lease payments in excess of $25,000 due under leases required to be
capitalized in accordance with GAAP. Neither the Company nor any Subsidiary is
in default with respect to any Indebtedness.

          (l) Title to Assets. Each of the Company and the Subsidiaries has good
and valid title to all of its real and personal property reflected in the
Commission Documents, free and clear of any mortgages, pledges, charges, liens,
security interests or other encumbrances, except for those indicated on Schedule
2.1(l) hereto or such that, individually or in the aggregate, do not cause a
Material Adverse Effect. Any leases of the Company and each of its Subsidiaries
are valid and subsisting and in full force and effect.


                                       6

<PAGE>

          (m) Actions Pending. There is no action, suit, claim, investigation,
arbitration, alternate dispute resolution proceeding or other proceeding pending
or, to the knowledge of the Company, threatened against the Company or any
Subsidiary which questions the validity of this Agreement or any of the other
Transaction Documents or any of the transactions contemplated hereby or thereby
or any action taken or to be taken pursuant hereto or thereto. Except as set
forth in the Commission Documents or on Schedule 2.1(m) hereto, there is no
action, suit, claim, investigation, arbitration, alternate dispute resolution
proceeding or other proceeding pending or, to the knowledge of the Company,
threatened against or involving the Company, any Subsidiary or any of their
respective properties or assets, which individually or in the aggregate, would
reasonably be expected, if adversely determined, to have a Material Adverse
Effect. There are no outstanding orders, judgments, injunctions, awards or
decrees of any court, arbitrator or governmental or regulatory body against the
Company or any Subsidiary or any officers or directors of the Company or
Subsidiary in their capacities as such, which individually or in the aggregate,
could reasonably be expected to have a Material Adverse Effect.

          (n) Compliance with Law. The business of the Company and the
Subsidiaries has been and is presently being conducted in accordance with all
applicable federal, state and local governmental laws, rules, regulations and
ordinances, except as set forth in the Commission Documents or on Schedule
2.1(n) hereto or such that, individually or in the aggregate, the noncompliance
therewith could not reasonably be expected to have a Material Adverse Effect.
The Company and each of its Subsidiaries have all franchises, permits, licenses,
consents and other governmental or regulatory authorizations and approvals
necessary for the conduct of its business as now being conducted by it unless
the failure to possess such franchises, permits, licenses, consents and other
governmental or regulatory authorizations and approvals, individually or in the
aggregate, could not reasonably be expected to have a Material Adverse Effect.

          (o) Taxes. The Company and each of the Subsidiaries has accurately
prepared and filed all federal, state and other tax returns required by law to
be filed by it, has paid or made provisions for the payment of all taxes shown
to be due and all additional assessments, and adequate provisions have been and
are reflected in the financial statements of the Company and the Subsidiaries
for all current taxes and other charges to which the Company or any Subsidiary
is subject and which are not currently due and payable. Except as disclosed on
Schedule 2.1(o) hereto or in the Commission Documents, none of the federal
income tax returns of the Company or any Subsidiary have been audited by the
Internal Revenue Service. The Company has no knowledge of any additional
assessments, adjustments or contingent tax liability (whether federal or state)
of any nature whatsoever, whether pending or threatened against the Company or
any Subsidiary for any period, nor of any basis for any such assessment,
adjustment or contingency.

          (p) Certain Fees. Except as set forth on Schedule 2.1(p) hereto, the
Company has not employed any broker or finder or incurred any liability for any
brokerage or investment banking fees, commissions, finders' structuring fees,
financial advisory fees or other similar fees in connection with the Transaction
Documents.

          (q) Disclosure. Except for the transactions contemplated by this
Agreement, the Company confirms that neither it nor any other person acting on
its behalf has provided any of the Purchasers or their agents or counsel with
any information that constitutes or might


                                       7

<PAGE>

constitute material, nonpublic information. To the Company's knowledge, neither
the representations and warranties contained in Section 2.1 of this Agreement or
the Schedules hereto nor any other documents, certificates or instruments
furnished to the Purchasers by or on behalf of the Company or any Subsidiary in
connection with the transactions contemplated by this Agreement contain any
untrue statement of a material fact or omit to state a material fact necessary
in order to make the statements made herein or therein, in the light of the
circumstances under which they were made herein or therein, not misleading.

          (r) Operation of Business. Except as set forth on Schedule 2.1(r)
hereto, to the knowledge of the Company, the Company and each of the
Subsidiaries owns or possesses the rights to all patents, trademarks, domain
names (whether or not registered) and any patentable improvements or
copyrightable derivative works thereof, websites and intellectual property
rights relating thereto, service marks, trade names, copyrights, licenses and
authorizations which are necessary for the conduct of its business as now
conducted without any conflict with the rights of others.

          (s) Environmental Compliance. Except as set forth on Schedule 2.1(s)
hereto or in the Commission Documents, the Company and each of its Subsidiaries
have obtained all material approvals, authorization, certificates, consents,
licenses, orders and permits or other similar authorizations of all governmental
authorities, or from any other person, that are required under any Environmental
Laws. "Environmental Laws" shall mean all applicable laws relating to the
protection of the environment including, without limitation, all requirements
pertaining to reporting, licensing, permitting, controlling, investigating or
remediating emissions, discharges, releases or threatened releases of hazardous
substances, chemical substances, pollutants, contaminants or toxic substances,
materials or wastes, whether solid, liquid or gaseous in nature, into the air,
surface water, groundwater or land, or relating to the manufacture, processing,
distribution, use, treatment, storage, disposal, transport or handling of
hazardous substances, chemical substances, pollutants, contaminants or toxic
substances, material or wastes, whether solid, liquid or gaseous in nature. To
the Company's knowledge, the Company has all necessary governmental approvals
required under all Environmental Laws as necessary for the Company's business or
the business of any of its subsidiaries. Except for such instances as would not
individually or in the aggregate have a Material Adverse Effect and to the
knowledge of the Company, there are no past or present events, conditions,
circumstances, incidents, actions or omissions relating to or in any way
affecting the Company or its Subsidiaries that violate or may violate any
Environmental Law after the Closing Date or that may give rise to any
environmental liability, or otherwise form the basis of any claim, action,
demand, suit, proceeding, hearing, study or investigation (i) under any
Environmental Law, or (ii) based on or related to the manufacture, processing,
distribution, use, treatment, storage (including without limitation underground
storage tanks), disposal, transport or handling, or the emission, discharge,
release or threatened release of any hazardous substance.

          (t) Books and Records; Internal Accounting Controls. The records and
documents of the Company and its Subsidiaries accurately reflect in all material
respects the information relating to the business of the Company and the
Subsidiaries, the location of their assets, and the nature of all transactions
giving rise to the obligations or accounts receivable of the Company or any
Subsidiary. The Company and each of its Subsidiaries maintain a system of
internal accounting controls sufficient, in the judgment of the Company's board
of directors, to


                                       8

<PAGE>

provide reasonable assurance that (i) transactions are executed in accordance
with management's general or specific authorizations, (ii) transactions are
recorded as necessary to permit preparation of financial statements in
conformity with generally accepted accounting principles and to maintain asset
accountability, (iii) access to assets is permitted only in accordance with
management's general or specific authorization and (iv) the recorded
accountability for assets is compared with the existing assets at reasonable
intervals and appropriate actions are taken with respect to any differences.

          (u) Material Agreements. Except for the Transaction Documents, as
disclosed in the Commission Documents or as set forth on Schedule 2.1(u) hereto,
or as would not be reasonably likely to have a Material Adverse Effect, (i) the
Company and each of its Subsidiaries have performed all obligations required to
be performed by them to date under any written or oral contract, instrument,
agreement, commitment, obligation, plan or arrangement, filed or required to be
filed with the Commission (the "Material Agreements"), (ii) neither the Company
nor any of its Subsidiaries has received any notice of default under any
Material Agreement and, (iii) to the Company's knowledge, neither the Company
nor any of its Subsidiaries is in default under any Material Agreement now in
effect.

          (v) Transactions with Affiliates. Except as set forth on Schedule
2.1(v) hereto and in the Commission Documents, there are no loans, leases,
agreements, contracts, royalty agreements, management contracts or arrangements
or other continuing transactions between (a) the Company, any Subsidiary or any
of their respective customers or suppliers on the one hand, and (b) on the other
hand, any officer, employee, consultant or director of the Company, or any of
its Subsidiaries, or any person owning at least 5% of the outstanding capital
stock of the Company or any Subsidiary or any member of the immediate family of
such officer, employee, consultant, director or stockholder or any corporation
or other entity controlled by such officer, employee, consultant, director or
stockholder, or a member of the immediate family of such officer, employee,
consultant, director or stockholder which, in each case, is required to be
disclosed in the Commission Documents or in the Company's most recently filed
definitive proxy statement on Schedule 14A, that is not so disclosed in the
Commission Documents or in such proxy statement.

          (w) Securities Act of 1933. Based in material part upon the
representations herein of the Purchasers, the Company has complied and will
comply with all applicable federal and state securities laws in connection with
the offer, issuance and sale of the Securities hereunder. Neither the Company
nor anyone acting on its behalf, directly or indirectly, has or will sell, offer
to sell or solicit offers to buy any of the Securities or similar securities to,
or solicit offers with respect thereto from, or enter into any negotiations
relating thereto with, any person, or has taken or will take any action so as to
bring the issuance and sale of any of the Securities under the registration
provisions of the Securities Act and applicable state securities laws. Neither
the Company nor any of its affiliates, nor any person acting on its or their
behalf, has engaged in any form of general solicitation or general advertising
(within the meaning of Regulation D under the Securities Act) in connection with
the offer or sale of any of the Securities.

          (x) Employees. Neither the Company nor any Subsidiary has any
collective bargaining arrangements or agreements covering any of its employees,
except as set forth on


                                       9

<PAGE>

Schedule 2.1(x) hereto. Except as set forth on Schedule 2.1(x) hereto, neither
the Company nor any Subsidiary has any employment contract, agreement regarding
proprietary information, non-competition agreement, non-solicitation agreement,
confidentiality agreement, or any other similar contract or restrictive
covenant, relating to the right of any officer, employee or consultant to be
employed or engaged by the Company or such Subsidiary required to be disclosed
in the Commission Documents that is not so disclosed. No officer, consultant or
key employee of the Company or any Subsidiary whose termination, either
individually or in the aggregate, would be reasonably likely to have a Material
Adverse Effect, has terminated or, to the knowledge of the Company, has any
present intention of terminating his or her employment or engagement with the
Company or any Subsidiary.

          (y) Absence of Certain Developments. Except as set forth in the
Commission Documents or provided on Schedule 2.1(y) hereto, since November 30,
2005, neither the Company nor any Subsidiary has:

               (i) issued any stock, bonds or other corporate securities or any
right, options or warrants with respect thereto;

               (ii) borrowed any amount in excess of $100,000 or incurred or
become subject to any other liabilities in excess of $100,000 (absolute or
contingent) except current liabilities incurred in the ordinary course of
business which are comparable in nature and amount to the current liabilities
incurred in the ordinary course of business during the comparable portion of its
prior fiscal year, as adjusted to reflect the current nature and volume of the
business of the Company and its Subsidiaries;

               (iii) discharged or satisfied any lien or encumbrance in excess
of $100,000 or paid any obligation or liability (absolute or contingent) in
excess of $100,000, other than current liabilities paid in the ordinary course
of business;

               (iv) declared or made any payment or distribution of cash or
other property to stockholders with respect to its stock, or purchased or
redeemed, or made any agreements so to purchase or redeem, any shares of its
capital stock, in each case in excess of $50,000 individually or $100,000 in the
aggregate;

               (v) sold, assigned or transferred any other tangible assets, or
canceled any debts or claims, in each case in excess of $100,000, except in the
ordinary course of business;

               (vi) sold, assigned or transferred any patent rights, trademarks,
trade names, copyrights, trade secrets or other intangible assets or
intellectual property rights in excess of $100,000, or disclosed any proprietary
confidential information to any person except to customers in the ordinary
course of business or to the Purchasers or their representatives;

               (vii) suffered any material losses or waived any rights of
material value, whether or not in the ordinary course of business, or suffered
the loss of any material amount of prospective business;


                                       10

<PAGE>

               (viii) made any changes in employee compensation except in the
ordinary course of business and consistent with past practices;

               (ix) made capital expenditures or commitments therefor that
aggregate in excess of $100,000;

               (x) entered into any material transaction, whether or not in the
ordinary course of business which has not been disclosed in the Commission
Documents;

               (xi) made charitable contributions or pledges in excess of
$10,000;

               (xii) suffered any material damage, destruction or casualty loss,
whether or not covered by insurance;

               (xiii) experienced any material problems with labor or management
in connection with the terms and conditions of their employment; or

               (xiv) entered into an agreement, written or otherwise, to take
any of the foregoing actions.

          (z) Public Utility Holding Company Act and Investment Company Act
Status. The Company is not a "holding company" or a "public utility company" as
such terms are defined in the Public Utility Holding Company Act of 1935, as
amended. The Company is not, and as a result of and immediately upon the Closing
will not be, an "investment company" or a company "controlled" by an "investment
company," within the meaning of the Investment Company Act of 1940, as amended.

          (aa) ERISA. No liability to the Pension Benefit Guaranty Corporation
has been incurred with respect to any Plan (as defined below) by the Company or
any of its Subsidiaries which is or would be materially adverse to the Company
and its Subsidiaries. The execution and delivery of this Agreement and the
issuance and sale of the Securities will not involve any transaction which is
subject to the prohibitions of Section 406 of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA") or in connection with which a tax
could be imposed pursuant to Section 4975 of the Internal Revenue Code of 1986,
as amended, provided that, if any of the Purchasers, or any person or entity
that owns a beneficial interest in any of the Purchasers, is an "employee
pension benefit plan" (within the meaning of Section 3(2) of ERISA) with respect
to which the Company is a "party in interest" (within the meaning of Section
3(14) of ERISA), the requirements of Sections 407(d)(5) and 408(e) of ERISA, if
applicable, are met. As used in this Section 2.1(aa), the term "Plan" shall mean
an "employee pension benefit plan" (as defined in Section 3 of ERISA) which is
or has been established or maintained, or to which contributions are or have
been made, by the Company or any Subsidiary or by any trade or business, whether
or not incorporated, which, together with the Company or any Subsidiary, is
under common control, as described in Section 414(b) or (c) of the Code.


                                       11

<PAGE>

          (bb) Independent Nature of Purchasers. The Company acknowledges that
the obligations of each Purchaser under the Transaction Documents are several
and not joint with the obligations of any other Purchaser, and no Purchaser
shall be responsible in any way for the performance of the obligations of any
other Purchaser under the Transaction Documents. The Company acknowledges that
the decision of each Purchaser to purchase Securities pursuant to this Agreement
has been made by such Purchaser independently of any other Purchaser and
independently of any information, materials, statements or opinions as to the
business, affairs, operations, assets, properties, liabilities, results of
operations, condition (financial or otherwise) or prospects of the Company or of
its Subsidiaries which may have made or given by any other Purchaser or by any
agent or employee of any other Purchaser, and no Purchaser or any of its agents
or employees shall have any liability to any Purchaser (or any other person)
relating to or arising from any such information, materials, statements or
opinions. The Company acknowledges that nothing contained herein, or in any
Transaction Document, and no action taken by any Purchaser pursuant hereto or
thereto, shall be deemed to constitute the Purchasers as a partnership, an
association, a joint venture or any other kind of entity, or create a
presumption that the Purchasers are in any way acting in concert or as a group
with respect to such obligations or the transactions contemplated by the
Transaction Documents. The Company acknowledges that for reasons of
administrative convenience only, the Transaction Documents have been prepared by
counsel for the placement agent and such counsel does not represent the
Purchasers. The Company acknowledges that it has elected to provide all
Purchasers with the same terms and Transaction Documents for the convenience of
the Company and not because it was required or requested to do so by the
Purchasers and the Purchasers have retained their own counsel with respect to
the transactions contemplated hereby. The Company acknowledges that such
procedure with respect to the Transaction Documents in no way creates a
presumption that the Purchasers are in any way acting in concert or as a group
with respect to the Transaction Documents or the transactions contemplated
hereby or thereby.

          (cc) No Integrated Offering. Neither the Company, nor any of its
affiliates, nor any person acting on its or their behalf, has directly or
indirectly made any offers or sales of any security or solicited any offers to
buy any security under circumstances that would cause the offering of the
Securities pursuant to this Agreement to be integrated with prior offerings by
the Company for purposes of the Securities Act in a manner that would prevent
the Company from selling the Securities pursuant to Regulation D and Rule 506
thereof under the Securities Act, nor will the Company or any of its affiliates
or subsidiaries take any action or steps that would cause the offering of the
Securities to be integrated with other offerings. The Company does not have any
registration statement pending before the Commission or currently under the
Commission's review. Except as set forth on Schedule 2.1(cc) hereto, since
August 1, 2005, the Company has not offered or sold any of its equity securities
or debt securities convertible into shares of Common Stock.

          (dd) Sarbanes-Oxley Act. The Company is in compliance with the
applicable provisions of the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley
Act"), and the rules and regulations promulgated thereunder, that are effective
and presently applicable to the Company and intends to comply with other
applicable provisions of the Sarbanes-Oxley Act, and the rules and regulations
promulgated thereunder, upon the effectiveness and applicability of such
provisions with respect to the Company.


                                       12

<PAGE>

          (ee) Dilutive Effect. The Company understands and acknowledges that
its obligation to issue Conversion Shares upon conversion of the Notes in
accordance with this Agreement and the Notes and its obligations to issue the
Warrant Shares upon the exercise of the Warrants in accordance with this
Agreement and the Warrants, is, in each case, absolute and unconditional
regardless of the dilutive effect that such issuance may have on the ownership
interest of other stockholders of the Company.

          (ff) DTC Status. The Company's current transfer agent is a participant
in and the Common Stock is eligible for transfer pursuant to the Depository
Trust Company Automated Securities Transfer Program. The name, address,
telephone number, fax number, contact person and email address of the Company's
transfer agent is set forth on Schedule 2.1(ff) hereto.

          Section 2.2 Representations and Warranties of the Purchasers. Each of
the Purchasers hereby represents and warrants to the Company with respect solely
to itself and not with respect to any other Purchaser as follows as of the date
hereof and as of the Closing Date:

          (a) Organization and Standing of the Purchasers. If the Purchaser is
an entity, such Purchaser is a corporation, limited liability company or
partnership duly incorporated or organized, validly existing and in good
standing under the laws of the jurisdiction of its incorporation or
organization.

          (b) Authorization and Power. Each Purchaser has the requisite power
and authority to enter into and perform its obligations under the Transaction
Documents and to purchase the Securities being sold to it hereunder. The
execution, delivery and performance of the Transaction Documents by each
Purchaser and the consummation by it of the transactions contemplated hereby
have been duly authorized by all necessary corporate or partnership action, and
no further consent or authorization of such Purchaser or its Board of Directors,
stockholders, or partners, as the case may be, is required. When executed and
delivered by the Purchasers, the other Transaction Documents shall constitute
valid and binding obligations of each Purchaser enforceable against such
Purchaser in accordance with their terms, except as such enforceability may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium,
liquidation, conservatorship, receivership or similar laws relating to, or
affecting generally the enforcement of, creditor's rights and remedies or by
other equitable principles of general application.

          (c) No Conflict. The execution, delivery and performance of the
Transaction Documents by the Purchaser and the consummation by the Purchaser of
the transactions contemplated thereby and hereby do not and will not (i) violate
any provision of the Purchaser's charter or organizational documents, (ii)
conflict with, or constitute a default (or an event which with notice or lapse
of time or both would become a default) under, or give to others any rights of
termination, amendment, acceleration or cancellation of, any agreement,
mortgage, deed of trust, indenture, note, bond, license, lease agreement,
instrument or obligation to which the Purchaser is a party or by which the
Purchaser's respective properties or assets are bound, or (iii) result in a
violation of any federal, state, local or foreign statute, rule, regulation,
order, judgment or decree (including federal and state securities laws and
regulations) applicable to the Purchaser or by which any property or asset of
the Purchaser are bound or affected, except, in all cases, other than violations
pursuant to clauses (i) or (iii) (with respect to federal and state securities
laws) above, except, for such conflicts, defaults, terminations, amendments,
acceleration,


                                       13

<PAGE>

cancellations and violations as would not, individually or in the aggregate,
materially and adversely affect the Purchaser's ability to perform its
obligations under the Transaction Documents.

          (d) Acquisition for Investment. Each Purchaser is purchasing the
Securities solely for its own account and not with a view to, or for sale in
connection with, public sale or distribution thereof. Each Purchaser does not
have a present intention to sell any of the Securities, nor a present
arrangement (whether or not legally binding) or intention to effect any
distribution of any of the Securities to or through any person or entity;
provided, however, that by making the representations herein, such Purchaser
does not agree to hold the Securities for any minimum or other specific term and
reserves the right to dispose of the Securities at any time in accordance with
Federal and state securities laws applicable to such disposition. Each Purchaser
acknowledges that it (i) has such knowledge and experience in financial and
business matters such that Purchaser is capable of evaluating the merits and
risks of Purchaser's investment in the Company, (ii) is able to bear the
financial risks associated with an investment in the Securities and (iii) has
been given full access to such records of the Company and the Subsidiaries and
to the officers of the Company and the Subsidiaries as it has deemed necessary
or appropriate to conduct its due diligence investigation.

          (e) Rule 144. Each Purchaser understands that the Securities must be
held indefinitely unless such Securities are registered under the Securities Act
or an exemption from registration is available. Each Purchaser acknowledges that
such person is familiar with Rule 144 of the rules and regulations of the
Commission, as amended, promulgated pursuant to the Securities Act ("Rule 144"),
and that such Purchaser has been advised that Rule 144 permits resales only
under certain circumstances. Each Purchaser understands that to the extent that
Rule 144 is not available, such Purchaser will be unable to sell any Securities
without either registration under the Securities Act or the existence of another
exemption from such registration requirement.

          (f) General. Each Purchaser understands that the Securities are being
offered and sold in reliance on a transactional exemption from the registration
requirements of federal and state securities laws and the Company is relying
upon the truth and accuracy of the representations, warranties, agreements,
acknowledgments and understandings of such Purchaser set forth herein in order
to determine the applicability of such exemptions and the suitability of such
Purchaser to acquire the Securities. Each Purchaser understands that no United
States federal or state agency or any government or governmental agency has
passed upon or made any recommendation or endorsement of the Securities. Each
Purchaser is a resident of the jurisdiction set forth immediately below such
Purchaser's name on the signature pages hereto.

          (g) No General Solicitation. Each Purchaser acknowledges that the
Securities were not offered to such Purchaser by means of any form of general or
public solicitation or general advertising, or publicly disseminated
advertisements or sales literature, including (i) any advertisement, article,
notice or other communication published in any newspaper, magazine, Internet
website or similar media, or broadcast over television or radio, or (ii) any
seminar or meeting to which such Purchaser was invited by any of the foregoing
means of communications. Each Purchaser, in making the decision to purchase the
Securities, has relied upon independent


                                       14

<PAGE>

investigation made by it and has not relied on any information or
representations made by third parties.

          (h) Accredited Investor. Each Purchaser is an "accredited investor"
(as defined in Rule 501 of Regulation D), and such Purchaser has such experience
in business and financial matters that it is capable of evaluating the merits
and risks of an investment in the Securities. Such Purchaser is not required to
be registered as a broker-dealer under Section 15 of the Exchange Act and such
Purchaser is not a broker-dealer. Each Purchaser acknowledges that an investment
in the Securities is speculative and involves a high degree of risk.

          (i) Certain Fees. The Purchasers have not employed any broker or
finder or incurred any liability for any brokerage or investment banking fees,
commissions, finders' structuring fees, financial advisory fees or other similar
fees in connection with the Transaction Documents.

          (j) Independent Investment. Except as may be disclosed in any filings
made by a Purchaser with the Commission, no Purchaser has agreed to act with any
other Purchaser for the purpose of acquiring, holding, voting or disposing of
the Securities purchased hereunder for purposes of Section 13(d) under the
Exchange Act, and each Purchaser is acting independently with respect to its
investment in the Securities.

                                   ARTICLE III

                                    COVENANTS

     The Company covenants with each Purchaser as follows, which covenants are
for the benefit of each Purchaser and their respective permitted assignees.

          Section 3.1 Securities Compliance. The Company shall notify the
Commission in accordance with its rules and regulations, of the transactions
contemplated by any of the Transaction Documents and shall take all other
necessary action and proceedings as may be required and permitted by applicable
law, rule and regulation, for the legal and valid issuance of the Securities to
the Purchasers, or their respective subsequent holders.

          Section 3.2 Registration and Listing. The Company shall cause its
Common Stock to continue to be registered under Sections 12(b) or 12(g) of the
Exchange Act, to comply in all respects with its reporting and filing
obligations under the Exchange Act, to comply with all requirements related to
any registration statement filed pursuant to this Agreement, and to not take any
action or file any document (whether or not permitted by the Securities Act or
the rules promulgated thereunder) to terminate or suspend such registration or
to terminate or suspend its reporting and filing obligations under the Exchange
Act or Securities Act, except as permitted herein. The Company will take all
action necessary to continue the listing or trading of its Common Stock on the
OTC Bulletin Board or other exchange or market on which the Common Stock is
trading. Subject to the terms of the Transaction Documents, the Company further
covenants that it will take such further action as the Purchasers may reasonably
request, all to the extent required from time to time to enable the Purchasers
to sell the Securities without registration under the Securities Act within the
limitation of the exemptions provided by Rule


                                       15

<PAGE>

144 promulgated under the Securities Act. Upon the request of the Purchasers,
the Company shall deliver to the Purchasers a written certification of a duly
authorized officer as to whether it has complied with the issuer requirements of
Rule 144.

          Section 3.3 Inspection Rights. Provided the same would not be in
violation of Regulation FD, the Company shall permit, during normal business
hours and upon reasonable request and reasonable notice, each Purchaser or any
employees, agents or representatives thereof, so long as such Purchaser shall be
obligated hereunder to purchase the Notes or shall beneficially own any
Conversion Shares or Warrant Shares, for purposes reasonably related to such
Purchaser's interests as a stockholder, to examine the publicly available,
non-confidential records and books of account of, and visit and inspect the
properties, assets, operations and business of the Company and any Subsidiary,
and to discuss the publicly available, non-confidential affairs, finances and
accounts of the Company and any Subsidiary with any of its officers,
consultants, directors and key employees.

          Section 3.4 Compliance with Laws. The Company shall comply, and cause
each Subsidiary to comply, with all applicable laws, rules, regulations and
orders, noncompliance with which would be reasonably likely to have a Material
Adverse Effect.

          Section 3.5 Keeping of Records and Books of Account. The Company shall
keep and cause each Subsidiary to keep adequate records and books of account, in
which complete entries will be made in accordance with GAAP consistently
applied, reflecting all financial transactions of the Company and its
Subsidiaries, and in which, for each fiscal year, all proper reserves for
depreciation, depletion, obsolescence, amortization, taxes, bad debts and other
purposes in connection with its business shall be made.

          Section 3.6 Reporting Requirements. If the Company ceases to file its
periodic reports with the Commission, or if the Commission ceases making these
periodic reports available via the Internet without charge, then the Company
shall furnish the following to each Purchaser so long as such Purchaser shall be
obligated hereunder to purchase the Securities or shall beneficially own
Securities:

          (a) Quarterly Reports filed with the Commission on Form 10-Q as soon
as practical after the document is filed with the Commission, and in any event
within five (5) days after the document is filed with the Commission;

          (b) Annual Reports filed with the Commission on Form 10-K as soon as
practical after the document is filed with the Commission, and in any event
within five (5) days after the document is filed with the Commission; and

          (c) Copies of all notices, information and proxy statements in
connection with any meetings, that are, in each case, provided to holders of
shares of Common Stock, contemporaneously with the delivery of such notices or
information to such holders of Common Stock.

          Section 3.7 Other Agreements. The Company shall not enter into any
agreement in which the terms of such agreement would restrict or impair the
right or ability to perform of the Company or any Subsidiary under any
Transaction Document.


                                       16

<PAGE>

          Section 3.8 Use of Proceeds. The net proceeds from the sale of the
Securities hereunder shall be used by the Company for working capital and
general corporate purposes and not to redeem any Common Stock or securities
convertible, exercisable or exchangeable into Common Stock (except with respect
to SDS in accordance with Section 1.2 hereof) or to settle any outstanding
litigation.

          Section 3.9 [Intentionally Omitted.]

          Section 3.10 Disclosure of Transaction. The Company shall issue a
press release describing the material terms of the transactions contemplated
hereby (the "Press Release") on the day of the Closing but in no event later
than one hour after the Closing; provided, however, that if the Closing occurs
after 4:00 P.M. Eastern Time on any Trading Day, the Company shall issue the
Press Release no later than 9:00 A.M. Eastern Time on the first Trading Day
following the Closing Date. The Company shall also file with the Commission a
Current Report on Form 8-K (the "Form 8-K") describing the material terms of the
transactions contemplated hereby (and attaching as exhibits thereto this
Agreement, each form of Note, the Registration Rights Agreement, the Security
Agreement, each form of Warrant and the Press Release) as soon as practicable
following the Closing Date but in no event more than two (2) Trading Days
following the Closing Date, which Press Release and Form 8-K shall be subject to
prior review and reasonable comment by the Purchasers. "Trading Day" means any
day during which the principal exchange on which the Common Stock is traded
shall be open for trading.

          Section 3.11 Disclosure of Material Information. The Company covenants
and agrees that neither it nor any other person acting on its behalf has
provided or will provide any Purchaser or its agents or counsel with any
information that the Company believes constitutes material non-public
information, unless prior thereto such Purchaser shall have executed a written
agreement regarding the confidentiality and use of such information. The Company
understands and confirms that each Purchaser shall be relying on the foregoing
representations in effecting transactions in securities of the Company.

          Section 3.12 Pledge of Securities. The Company acknowledges that the
Securities may be pledged by a Purchaser in connection with a bona fide margin
agreement or other loan or financing arrangement that is secured by the
Securities. The pledge of Securities shall not be deemed to be a transfer, sale
or assignment of the Securities hereunder, and no Purchaser effecting a pledge
of the Securities shall be required to provide the Company with any notice
thereof or otherwise make any delivery to the Company pursuant to this Agreement
or any other Transaction Document; provided that a Purchaser and its pledgee
shall be required to comply with the provisions of Article V hereof in order to
effect a sale, transfer or assignment of Securities to such pledgee. At the
Purchasers' expense, the Company hereby agrees to execute and deliver such
documentation as a pledgee of the Securities may reasonably request in
connection with a pledge of the Securities to such pledgee by a Purchaser.

          Section 3.13 [Intentionally Omitted.]

          Section 3.14 Distributions. So long as any Notes or Warrants remain
outstanding, the Company agrees that it shall not (i) declare or pay any
dividends or make any


                                       17

<PAGE>

distributions to any holder(s) of Common Stock or (ii) purchase or otherwise
acquire for value, directly or indirectly, any Common Stock or other equity
security of the Company.

          Section 3.15 Reservation of Shares. Subject to Section 3.21 hereof, so
long as any of the Notes or Warrants remain outstanding, the Company shall take
all action necessary to at all times have authorized and reserved for the
purpose of issuance, one hundred twenty percent (120%) of the aggregate number
of shares of Common Stock needed to provide for the issuance of the Conversion
Shares and the Warrant Shares.

          Section 3.16 Transfer Agent Instructions. The Company shall issue
irrevocable instructions to its transfer agent, and any subsequent transfer
agent, to issue certificates, registered in the name of each Purchaser or its
respective nominee(s), for the Conversion Shares and the Warrant Shares in such
amounts as specified from time to time by each Purchaser to the Company upon
conversion of the Notes or exercise of the Warrants in the form of Exhibit G
attached hereto (the "Irrevocable Transfer Agent Instructions"). Prior to
registration of the Conversion Shares and the Warrant Shares under the
Securities Act, all such certificates shall bear the restrictive legend
specified in Section 5.1 of this Agreement. The Company warrants that no
instruction other than the Irrevocable Transfer Agent Instructions referred to
in this Section 3.16 will be given by the Company to its transfer agent and that
the Conversion Shares and Warrant Shares shall otherwise be freely transferable
on the books and records of the Company as and to the extent provided in this
Agreement and the Registration Rights Agreement. Nothing in this Section 3.16
shall affect in any way each Purchaser's obligations and agreements set forth in
Section 5.1 to comply with all applicable prospectus delivery requirements, if
any, upon resale of the Conversion Shares and the Warrant Shares. If a Purchaser
provides the Company with an opinion of counsel, in a reasonably acceptable
form, to the effect that a public sale, assignment or transfer of the Conversion
Shares or Warrant Shares may be made without registration under the Securities
Act, the Company shall permit the transfer, and, in the case of the Conversion
Shares and the Warrant Shares, promptly instruct its transfer agent to issue one
or more certificates in such name and in such denominations as specified by such
Purchaser and without any restrictive legend. The Company acknowledges that a
breach by it of its obligations under this Section 3.16 will cause irreparable
harm to the Purchasers by vitiating the intent and purpose of the transaction
contemplated hereby. Accordingly, the Company acknowledges that the remedy at
law for a breach of its obligations under this Section 3.16 will be inadequate
and agrees, in the event of a breach or threatened breach by the Company of the
provisions of this Section 3.16, that the Purchasers shall be entitled, in
addition to all other available remedies, to an order and/or injunction
restraining any breach and requiring immediate issuance and transfer, without
the necessity of showing economic loss and without any bond or other security
being required.

          Section 3.17 Disposition of Assets. So long as the Notes remain
outstanding, neither the Company nor any subsidiary shall sell, transfer or
otherwise dispose of any of its properties, assets and rights including, without
limitation, its software and intellectual property, to any person except for
sales of obsolete assets and sales to customers in the ordinary course of
business or with the prior written consent of the holders of a majority of the
principal amount of the Notes then outstanding.


                                       18

<PAGE>

          Section 3.18 Acquisition of Assets. In the event the Company or any
Subsidiary acquires any assets or other properties, such assets or properties
shall constitute a part of the Collateral (as defined in the Security Agreement)
and the Company shall take all action necessary to perfect the Purchasers'
security interest in such assets or properties pursuant to the Security
Agreement.

          Section 3.19 [Intentionally Omitted.]

          Section 3.20 Subsequent Financings.

          (a) For a period of one (1) year following the Closing Date (which
one-year period shall extend for each day that the Registration Statement (as
defined in the Registration Rights Agreement) is not effective as required under
the Registration Rights Agreement), the Company covenants and agrees to promptly
notify (in no event later than five (5) days after making or receiving an
applicable offer) in writing (a "Rights Notice") the Purchasers of the terms and
conditions of any proposed offer or sale to, or exchange with (or other type of
distribution to) any third party (a "Subsequent Financing"), of Common Stock or
any securities convertible, exercisable or exchangeable into Common Stock,
including convertible debt securities (collectively, the "Financing
Securities"). The Rights Notice shall describe, in reasonable detail, the
proposed Subsequent Financing, the names and investment amounts of all investors
participating in the Subsequent Financing, the proposed closing date of the
Subsequent Financing, which shall be within twenty (20) calendar days from the
date of the Rights Notice, and all of the terms and conditions thereof and
proposed definitive documentation to be entered into in connection therewith.
The Rights Notice shall provide each Purchaser an option (the "Rights Option")
during the ten (10) Trading Days following delivery of the Rights Notice (the
"Option Period") to inform the Company whether such Purchaser will purchase up
to its pro rata portion of all or a portion of the securities being offered in
such Subsequent Financing on the same, absolute terms and conditions as
contemplated by such Subsequent Financing. If any Purchaser elects not to
participate in such Subsequent Financing, the other Purchasers may participate
on a pro-rata basis so long as such participation in the aggregate does not
exceed the total Purchase Price hereunder. For purposes of this Section, all
references to "pro rata" means, for any Purchaser electing to participate in
such Subsequent Financing, the percentage obtained by dividing (x) the principal
amount of the Notes purchased by such Purchaser at the Closing by (y) the total
principal amount of all of the Notes purchased by all of the participating
Purchasers at the Closing. Delivery of any Rights Notice constitutes a
representation and warranty by the Company that there are no other material
terms and conditions, arrangements, agreements or otherwise except for those
disclosed in the Rights Notice, to provide additional compensation to any party
participating in any proposed Subsequent Financing, including, but not limited
to, additional compensation based on changes in the Purchase Price or any type
of reset or adjustment of a purchase or conversion price or to issue additional
securities at any time after the closing date of a Subsequent Financing. If the
Company does not receive notice of exercise of the Rights Option from the
Purchasers within the Option Period, the Company shall have the right to close
the Subsequent Financing on the scheduled closing date with a third party;
provided that all of the material terms and conditions of the closing are the
same as those provided to the Purchasers in the Rights Notice. If the closing of
the proposed Subsequent Financing does not occur on that date, any closing of
the contemplated Subsequent Financing or any other Subsequent Financing shall be
subject to all of the provisions of this Section 3.20(a),


                                       19

<PAGE>

including, without limitation, the delivery of a new Rights Notice. The
provisions of this Section 3.20(a) shall not apply to issuances of securities in
a Permitted Financing.

          (b) For purposes of this Agreement, a Permitted Financing (as defined
hereinafter) shall not be considered a Subsequent Financing. A "Permitted
Financing" shall mean (i) securities issued (other than for cash) in connection
with a merger, acquisition, or consolidation, (ii) securities issued pursuant to
the conversion or exercise of convertible or exercisable securities issued or
outstanding on or prior to the date hereof or issued pursuant to this Agreement
and the Notes, including the Conversion Shares (iii) the Warrant Shares, (iv)
securities issued in connection with bona fide strategic license agreements or
other partnering arrangements so long as such issuances are not for the purpose
of raising capital, (v) Common Stock issued or the issuance or grants of options
to purchase Common Stock pursuant to the Company's stock option plans and
employee stock purchase plans as they now exist on the date hereof, (vi) any
warrants issued to the placement agent and its designees for the transactions
contemplated by this Agreement, (vii) Common Stock issued in connection with
consulting or advisory services not in excess of 5,000,000 shares; and (viii)
the payment of any principal in shares of Common Stock pursuant to the Notes.

          (c) So long as the Notes remain outstanding, if the Company enters
into any Subsequent Financing on terms more favorable than the terms governing
the Notes, then the Purchasers in their sole discretion may exchange the Notes,
valued at their stated value, for the securities issued or to be issued in the
Subsequent Financing. The Company covenants and agrees to promptly notify in
writing the Purchasers of the terms and conditions of any such proposed
Subsequent Financing.

          Section 3.21 Stockholder Approval. The Company covenants and agrees to
use its best efforts to obtain the approval of its stockholders ("Stockholder
Approval") on or before seventy-five (75) days following the Closing Date to
amend its Certificate of Incorporation to increase the Company's authorized
shares of Common Stock to a number greater than one hundred fifty percent 150%
of the maximum number of shares of Common Stock which would be issuable upon
conversion of the Notes and which would be issuable upon exercise of the
Warrants.

          Section 3.22 D&O Insurance. So long as the Notes remain outstanding,
the Company shall maintain its directors and officers liability insurance policy
coverage at an amount equal to or in excess of $3,000,000.

                                   ARTICLE IV

                                   CONDITIONS

          Section 4.1 Conditions Precedent to the Obligation of the Company to
Close and to Sell the Securities. The obligation hereunder of the Company to
close and issue and sell the Securities to the Purchasers at the Closing is
subject to the satisfaction or waiver, at or before the Closing of the
conditions set forth below. These conditions are for the Company's sole benefit
and may be waived by the Company at any time in its sole discretion.


                                       20

<PAGE>

          (a) Accuracy of the Purchasers' Representations and Warranties. The
representations and warranties of each Purchaser shall be true and correct in
all material respects as of the date when made and as of the Closing Date as
though made at that time, except for representations and warranties that are
expressly made as of a particular date, which shall be true and correct in all
material respects as of such date.

          (b) Performance by the Purchasers. Each Purchaser shall have
performed, satisfied and complied in all material respects with all covenants,
agreements and conditions required by this Agreement to be performed, satisfied
or complied with by the Purchasers at or prior to the Closing Date.

          (c) No Injunction. No statute, rule, regulation, executive order,
decree, ruling or injunction shall have been enacted, entered, promulgated or
endorsed by any court or governmental authority of competent jurisdiction which
prohibits the consummation of any of the transactions contemplated by this
Agreement.

          (d) Delivery of Purchase Price. The Purchase Price for the Securities
shall have been delivered to the Company on the Closing Date.

          (e) Delivery of Transaction Documents. The Transaction Documents shall
have been duly executed and delivered by the Purchasers and, with respect to the
Escrow Agreement, the escrow agent, to the Company.

          Section 4.2 Conditions Precedent to the Obligation of the Purchasers
to Close and to Purchase the Securities. The obligation hereunder of the
Purchasers to purchase the Securities and consummate the transactions
contemplated by this Agreement is subject to the satisfaction or waiver, at or
before the Closing, of each of the conditions set forth below. These conditions
are for the Purchasers' sole benefit and may be waived by the Purchasers at any
time in their sole discretion.

          (a) Accuracy of the Company's Representations and Warranties. Each of
the representations and warranties of the Company in this Agreement and the
other Transaction Documents shall be true and correct in all material respects
as of the Closing Date, except for representations and warranties that speak as
of a particular date, which shall be true and correct in all material respects
as of such date.

          (b) Performance by the Company. The Company shall have performed,
satisfied and complied in all material respects with all covenants, agreements
and conditions required by this Agreement to be performed, satisfied or complied
with by the Company at or prior to the Closing Date.

          (c) No Suspension, Etc. Trading in the Common Stock shall not have
been suspended by the Commission or the OTC Bulletin Board (except for any
suspension of trading of limited duration agreed to by the Company, which
suspension shall be terminated prior to the Closing), and, at any time prior to
the Closing Date, trading in securities generally as reported by Bloomberg
Financial Markets ("Bloomberg") shall not have been suspended or limited, or
minimum prices shall not have been established on securities whose trades are
reported by Bloomberg, or on the New York Stock Exchange, nor shall a banking
moratorium have been


                                       21

<PAGE>

declared either by the United States or New York State authorities, nor shall
there have occurred any material outbreak or escalation of hostilities or other
national or international calamity or crisis of such magnitude in its effect on,
or any material adverse change in any financial market which, in each case, in
the judgment of such Purchaser, makes it impracticable or inadvisable to
purchase the Securities.

          (d) No Injunction. No statute, rule, regulation, executive order,
decree, ruling or injunction shall have been enacted, entered, promulgated or
endorsed by any court or governmental authority of competent jurisdiction which
prohibits the consummation of any of the transactions contemplated by this
Agreement.

          (e) No Proceedings or Litigation. No action, suit or proceeding before
any arbitrator or any governmental authority shall have been commenced, and no
investigation by any governmental authority shall have been threatened, against
the Company or any Subsidiary, or any of the officers, directors or affiliates
of the Company or any Subsidiary seeking to restrain, prevent or change the
transactions contemplated by this Agreement, or seeking damages in connection
with such transactions.

          (f) Opinion of Counsel. The Purchasers shall have received an opinion
of counsel to the Company, dated the date of the Closing, substantially in the
form of Exhibit H hereto, with such exceptions and limitations as shall be
reasonably acceptable to counsel to the Purchasers.

          (g) Notes and Warrants. At or prior to the Closing, the Company shall
have delivered to the Purchasers the Notes (in such denominations as each
Purchaser may request) and the Warrants (in such denominations as each Purchaser
may request).

          (h) Secretary's Certificate. The Company shall have delivered to the
Purchasers a secretary's certificate, dated as of the Closing Date, as to (i)
the resolutions adopted by the Board of Directors approving the transactions
contemplated hereby, (ii) the Certificate OF Incorporation, (iii) the Bylaws,
each as in effect at the Closing, and (iv) the authority and incumbency of the
officers of the Company executing the Transaction Documents and any other
documents required to be executed or delivered in connection therewith.

          (i) Officer's Certificate. On the Closing Date, the Company shall have
delivered to the Purchasers a certificate signed by an executive officer on
behalf of the Company, dated as of the Closing Date, confirming the accuracy of
the Company's representations, warranties and covenants as of the Closing Date
and confirming the compliance by the Company with the conditions precedent set
forth in paragraphs (b)-(e) and (l) of this Section 4.2 as of the Closing Date
(provided that, with respect to the matters in paragraphs (d) and (e) of this
Section 4.2, such confirmation shall be based on the knowledge of the executive
officer after due inquiry).

          (j) Registration Rights Agreement. As of the Closing Date, the Company
shall have executed and delivered the Registration Rights Agreement to each
Purchaser.

          (k) Material Adverse Effect. No Material Adverse Effect shall have
occurred at or before the Closing Date.


                                       22

<PAGE>

          (l) Transfer Agent Instructions. The Irrevocable Transfer Agent
Instructions, in the form of Exhibit G attached hereto, shall have been
delivered to the Company's transfer agent.

          (m) Escrow Agreement. At the Closing, the Company and the escrow agent
shall have executed and delivered the Escrow Agreement to each Purchaser.

          (n) Security Agreement. At the Closing, the Company shall have
executed and delivered the Security Agreement to each Purchaser.

          (o) UCC Financing Statements. The Company shall have filed all UCC
financing statements in form and substance satisfactory to the Purchasers at the
appropriate offices.

          (p) OTC Bulletin Board. The Company shall have delisted its shares of
Common Stock from the Nasdaq Capital Market and the shares of Common Stock shall
be quoted on the OTC Bulletin Board.

          (q) Waiver of SDS. The Company shall have received the written waiver
of SDS, waiving its redemption rights pursuant to the Certificate of
Designation, Preferences and Rights of Series B Convertible Preferred Stock of
Remote Dynamics, Inc.

                                    ARTICLE V

                               CERTIFICATE LEGEND

          Section 5.1 Legend. Each certificate representing the Securities shall
be stamped or otherwise imprinted with a legend substantially in the following
form (in addition to any legend required by applicable state securities or "blue
sky" laws):

     THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "SECURITIES") HAVE NOT
     BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
     "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD,
     TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES
     ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR REMOTE DYNAMICS, INC.
     SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH
     SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE
     STATE SECURITIES LAWS IS NOT REQUIRED.

     The Company agrees to issue or reissue certificates representing any of the
Conversion Shares and the Warrant Shares, without the legend set forth above if
at such time, prior to making any transfer of any such Conversion Shares or
Warrant Shares, such holder thereof shall give written notice to the Company
describing the manner and terms of such transfer and removal as the Company may
reasonably request. Such proposed transfer and removal will not be effected
until: (a) either (i) the Company has received an opinion of counsel reasonably


                                       23

<PAGE>

satisfactory to the Company, to the effect that the registration of the
Conversion Shares or Warrant Shares under the Securities Act is not required in
connection with such proposed transfer, (ii) a registration statement under the
Securities Act covering such proposed disposition has been filed by the Company
with the Commission and has become effective under the Securities Act, (iii) the
Company has received other evidence reasonably satisfactory to the Company that
such registration and qualification under the Securities Act and state
securities laws are not required (which may include an opinion of counsel
provided by the Company), or (iv) the holder provides the Company with
reasonable assurances that such security can be sold pursuant to Rule 144 under
the Securities Act (which may include an opinion of counsel provided by the
Company); and (b) either (i) the Company has received an opinion of counsel
reasonably satisfactory to the Company, to the effect that registration or
qualification under the securities or "blue sky" laws of any state is not
required in connection with such proposed disposition, (ii) compliance with
applicable state securities or "blue sky" laws has been effected, or (iii) the
holder provides the Company with reasonable assurances that a valid exemption
exists with respect thereto (which may include an opinion of counsel provided by
the Company). The Company will respond to any such notice from a holder within
three (3) business days. In the case of any proposed transfer under this Section
5.1, the Company will use commercially reasonable efforts to comply with any
such applicable state securities or "blue sky" laws, but shall in no event be
required, (x) to qualify to do business in any state where it is not then
qualified, (y) to take any action that would subject it to tax or to the general
service of process in any state where it is not then subject, or (z) to comply
with state securities or "blue sky" laws of any state for which registration by
coordination is unavailable to the Company. The restrictions on transfer
contained in this Section 5.1 shall be in addition to, and not by way of
limitation of, any other restrictions on transfer contained in any other section
of this Agreement. Whenever a certificate representing the Conversion Shares or
Warrant Shares is required to be issued to a Purchaser without a legend, in lieu
of delivering physical certificates representing the Conversion Shares or
Warrant Shares, provided the Company's transfer agent is participating in the
Depository Trust Company ("DTC") Fast Automated Securities Transfer program, the
Company shall use its reasonable best efforts to cause its transfer agent to
electronically transmit the Conversion Shares or Warrant Shares to a Purchaser
by crediting the account of such Purchaser's Prime Broker with DTC through its
Deposit Withdrawal Agent Commission ("DWAC") system (to the extent not
inconsistent with any provisions of this Agreement).

                                   ARTICLE VI

                                 INDEMNIFICATION

          Section 6.1 General Indemnity. The Company agrees to indemnify and
hold harmless the Purchasers (and their respective directors, officers,
affiliates, agents, successors and assigns) from and against any and all losses,
liabilities, deficiencies, costs, damages and expenses (including, without
limitation, reasonable attorneys' fees, charges and disbursements) incurred by
the Purchasers as a result of any inaccuracy in or breach of the


                                       24

<PAGE>

representations, warranties or covenants made by the Company herein. Each
Purchaser severally but not jointly agrees to indemnify and hold harmless the
Company and its directors, officers, affiliates, agents, successors and assigns
from and against any and all losses, liabilities, deficiencies, costs, damages
and expenses (including, without limitation, reasonable attorneys' fees, charges
and disbursements) incurred by the Company as result of any inaccuracy in or
breach of the representations, warranties or covenants made by such Purchaser
herein. The maximum aggregate liability of each Purchaser pursuant to its
indemnification obligations under this Article VI shall not exceed the portion
of the Purchase Price paid by such Purchaser hereunder.

          Section 6.2 Indemnification Procedure. Any party entitled to
indemnification under this Article VI (an "indemnified party") will give written
notice to the indemnifying party of any matter giving rise to a claim for
indemnification; provided, that the failure of any party entitled to
indemnification hereunder to give notice as provided herein shall not relieve
the indemnifying party of its obligations under this Article VI except to the
extent that the indemnifying party is actually prejudiced by such failure to
give notice. In case any such action, proceeding or claim is brought against an
indemnified party in respect of which indemnification is sought hereunder, the
indemnifying party shall be entitled to participate in and, unless in the
reasonable judgment of the indemnifying party a conflict of interest between it
and the indemnified party exists with respect to such action, proceeding or
claim (in which case the indemnifying party shall be responsible for the
reasonable fees and expenses of one separate counsel for the indemnified
parties), to assume the defense thereof with counsel reasonably satisfactory to
the indemnified party. In the event that the indemnifying party advises an
indemnified party that it will contest such a claim for indemnification
hereunder, or fails, within thirty (30) days of receipt of any indemnification
notice to notify, in writing, such person of its election to defend, settle or
compromise, at its sole cost and expense, any action, proceeding or claim (or
discontinues its defense at any time after it commences such defense), then the
indemnified party may, at its option, defend, settle or otherwise compromise or
pay such action or claim. In any event, unless and until the indemnifying party
elects in writing to assume and does so assume the defense of any such claim,
proceeding or action, the indemnified party's costs and expenses arising out of
the defense, settlement or compromise of any such action, claim or proceeding
shall be losses subject to indemnification hereunder. The indemnified party
shall cooperate fully with the indemnifying party in connection with any
negotiation or defense of any such action or claim by the indemnifying party and
shall furnish to the indemnifying party all information reasonably available to
the indemnified party which relates to such action or claim. The indemnifying
party shall keep the indemnified party fully apprised at all times as to the
status of the defense or any settlement negotiations with respect thereto. If
the indemnifying party elects to defend any such action or claim, then the
indemnified party shall be entitled to participate in such defense with counsel
of its choice at its sole cost and expense. The indemnifying party shall not be
liable for any settlement of any action, claim or proceeding effected without
its prior written consent. Notwithstanding anything in this Article VI to the
contrary, the indemnifying party shall not, without the indemnified party's
prior written consent, settle or compromise any claim or consent to entry of any
judgment in respect thereof which imposes any future obligation on the
indemnified party or which does not include, as an unconditional term thereof,
the giving by the claimant or the plaintiff to the indemnified party of a
release from all liability in respect of such claim. The indemnification
obligations to defend the indemnified party required by this Article VI shall be
made by periodic payments of the amount thereof during the course of
investigation or defense, as and when bills are received or expense, loss,
damage or liability is incurred, so long as the indemnified party shall refund
such moneys if it is ultimately determined by a court of competent jurisdiction
that such party was not entitled to indemnification. The indemnity agreements
contained herein shall be in addition to (a) any cause of action or similar
rights of the indemnified party against the indemnifying party or others, and
(b) any liabilities the indemnifying party may be subject to pursuant to the
law.


                                       25

<PAGE>

No indemnifying party will be liable to the indemnified party under this
Agreement to the extent, but only to the extent that a loss, claim, damage or
liability is attributable to the indemnified party's breach of any of the
representations, warranties or covenants made by such party in this Agreement or
in the other Transaction Documents.

                                   ARTICLE VII

                                  MISCELLANEOUS

          Section 7.1 Fees and Expenses. Each party shall pay the fees and
expenses of its advisors, counsel, accountants and other experts, if any, and
all other expenses, incurred by such party incident to the negotiation,
preparation, execution, delivery and performance of this Agreement; provided,
however, that the Company shall pay all actual attorneys' fees and expenses
(including disbursements and out-of-pocket expenses) incurred by the Purchasers
in connection with (i) the preparation, negotiation, execution and delivery of
the Transaction Documents and the transactions contemplated thereunder, which
payment shall be made at Closing and shall not exceed $30,000 (plus
disbursements and out-of-pocket expenses), of which $10,000 was paid prior to
the Closing Date, (ii) the review of the Registration Statement in accordance
with the Section 4(iv) of the Registration Rights Agreement, which payment of
$5,000 shall be made at Closing and held in escrow until such fees, if any, are
incurred, and (iii) any amendments, modifications or waivers of this Agreement
or any of the other Transaction Documents. In addition, the Company shall pay
all reasonable fees and expenses incurred by the Purchasers in connection with
the enforcement of this Agreement or any of the other Transaction Documents,
including, without limitation, all reasonable attorneys' fees and expenses.

          Section 7.2 Specific Performance; Consent to Jurisdiction; Venue.

          (a) The Company and the Purchasers acknowledge and agree that
irreparable damage would occur in the event that any of the provisions of this
Agreement or the other Transaction Documents were not performed in accordance
with their specific terms or were otherwise breached. It is accordingly agreed
that the parties shall be entitled to an injunction or injunctions to prevent or
cure breaches of the provisions of this Agreement or the other Transaction
Documents and to enforce specifically the terms and provisions hereof or
thereof, this being in addition to any other remedy to which any of them may be
entitled by law or equity.

          (b) The parties agree that venue for any dispute arising under this
Agreement will lie exclusively in the state or federal courts located in New
York County, New York, and the parties irrevocably waive any right to raise
forum non conveniens or any other argument that New York is not the proper
venue. The parties irrevocably consent to personal jurisdiction in the state and
federal courts of the state of New York. The Company and each Purchaser consent
to process being served in any such suit, action or proceeding by mailing a copy
thereof to such party at the address in effect for notices to it under this
Agreement and agrees that such service shall constitute good and sufficient
service of process and notice thereof. Nothing in this Section 7.2 shall affect
or limit any right to serve process in any other manner permitted by law. The
Company and the Purchasers hereby agree that the prevailing party in any suit,
action or proceeding arising out of or relating to the Securities, this
Agreement or the other Transaction


                                       26

<PAGE>

Documents, shall be entitled to reimbursement for reasonable legal fees from the
non-prevailing party. The parties hereby waive all rights to a trial by jury.

          Section 7.3 Entire Agreement; Amendment. This Agreement and the
Transaction Documents contain the entire understanding and agreement of the
parties with respect to the matters covered hereby and, except as specifically
set forth herein or in the other Transaction Documents, neither the Company nor
any Purchaser make any representation, warranty, covenant or undertaking with
respect to such matters, and they supersede all prior understandings and
agreements with respect to said subject matter, all of which are merged herein.
No provision of this Agreement may be waived or amended other than by a written
instrument signed by the Company and the Purchasers holding at least a majority
of the principal amount of the Notes then held by the Purchasers. Any amendment
or waiver effected in accordance with this Section 7.3 shall be binding upon
each Purchaser (and their permitted assigns) and the Company.

          Section 7.4 Notices. Any notice, demand, request, waiver or other
communication required or permitted to be given hereunder shall be in writing
and shall be effective (a) upon hand delivery by telecopy or facsimile at the
address or number designated below (if delivered on a business day during normal
business hours where such notice is to be received), or the first business day
following such delivery (if delivered other than on a business day during normal
business hours where such notice is to be received) or (b) on the third business
day following the date of mailing by express courier service, fully prepaid,
addressed to such address, or upon actual receipt of such mailing, whichever
shall first occur. The addresses for such communications shall be:

If to the Company:          Remote Dynamics, Inc.
                            1155 Kas Drive, Suite 100
                            Richardson, Texas 75081
                            Attention: Chief Executive Officer
                            Tel. No.: (972) 301-2000
                            Fax No.: (972) 301-2263

with copies (which copies
shall not constitute notice
to the Company) to:         Locke Liddell & Sapp LLP
                            2200 Ross Avenue, Suite 2200
                            Dallas, Texas 75201
                            Attention: Stephen L. Sapp
                            Tel. No.: (214) 740-8570
                            Fax No.: (214) 740-8800

If to any Purchaser:        At the address of such Purchaser set forth on
                            Exhibit A to this Agreement, with copies to
                            Purchaser's counsel as set forth on Exhibit A or as
                            specified in writing by such Purchaser with copies
                            to:


                                       27

<PAGE>

                            Kramer Levin Naftalis & Frankel LLP
                            1177 Avenue of the Americas
                            New York, New York 10036
                            Attention: Christopher S. Auguste
                            Tel. No.: (212) 715-9100
                            Fax No.: (212) 715-8000

     Any party hereto may from time to time change its address for notices by
giving written notice of such changed address to the other party hereto pursuant
to the provisions of this Section 7.4.

          Section 7.5 Waivers. No waiver by either party of any default with
respect to any provision, condition or requirement of this Agreement shall be
deemed to be a continuing waiver in the future or a waiver of any other
provision, condition or requirement hereof, nor shall any delay or omission of
any party to exercise any right hereunder in any manner impair the exercise of
any such right accruing to it thereafter. No consideration shall be offered or
paid to any Purchaser to amend or consent to a waiver or modification of any
provision of any of the Transaction Documents unless the same consideration is
also offered to all of the parties to the Transaction Documents. This provision
constitutes a separate right granted to each Purchaser by the Company and shall
not in any way be construed as the Purchasers acting in concert or as a group
with respect to the purchase, disposition or voting of Securities or otherwise.

          Section 7.6 Headings. The article, section and subsection headings in
this Agreement are for convenience only and shall not constitute a part of this
Agreement for any other purpose and shall not be deemed to limit or affect any
of the provisions hereof.

          Section 7.7 Successors and Assigns. This Agreement shall be binding
upon and inure to the benefit of the parties and their successors and assigns.
After the Closing, the assignment by a party to this Agreement of any rights
hereunder shall not affect the obligations of such party under this Agreement.
Subject to Section 5.1 hereof, the Purchasers may assign the Securities and its
rights under this Agreement and the other Transaction Documents and any other
rights hereto and thereto without the consent of the Company.

          Section 7.8 No Third Party Beneficiaries. This Agreement is intended
for the benefit of the parties hereto and their respective permitted successors
and assigns and is not for the benefit of, nor may any provision hereof be
enforced by, any other person.

          Section 7.9 Governing Law. This Agreement shall be governed by and
construed in accordance with the internal laws of the State of New York, without
giving effect to any of the conflicts of law principles which would result in
the application of the substantive law of another jurisdiction. This Agreement
shall not be interpreted or construed with any presumption against the party
causing this Agreement to be drafted.

          Section 7.10 Survival. The representations and warranties of the
Company and the Purchasers shall survive the execution and delivery hereof and
the Closing until the second anniversary of the Closing Date, except the
agreements and covenants set forth in Articles I, III,


                                       28

<PAGE>

V, VI and VII of this Agreement shall survive the execution and delivery hereof
and the Closing hereunder.

          Section 7.11 Counterparts. This Agreement may be executed in any
number of counterparts, all of which taken together shall constitute one and the
same instrument and shall become effective when counterparts have been signed by
each party and delivered to the other parties hereto, it being understood that
all parties need not sign the same counterpart.

          Section 7.12 Publicity. The Company agrees that it will not disclose,
and will not include in any public announcement, the names of the Purchasers
without the consent of the Purchasers, which consent shall not be unreasonably
withheld or delayed, or unless and until such disclosure is required by law,
rule or applicable regulation, including without limitation any disclosure
pursuant to the Registration Statement, and then only to the extent of such
requirement.

          Section 7.13 Severability. The provisions of this Agreement are
severable and, in the event that any court of competent jurisdiction shall
determine that any one or more of the provisions or part of the provisions
contained in this Agreement shall, for any reason, be held to be invalid,
illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provision or part of a provision of
this Agreement and this Agreement shall be reformed and construed as if such
invalid or illegal or unenforceable provision, or part of such provision, had
never been contained herein, so that such provisions would be valid, legal and
enforceable to the maximum extent possible.

          Section 7.14 Further Assurances. From and after the date of this
Agreement, upon the request of the Purchasers or the Company, the Company and
each Purchaser shall execute and deliver such instruments, documents and other
writings as may be reasonably necessary or desirable to confirm and carry out
and to effectuate fully the intent and purposes of this Agreement and the other
Transaction Documents.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                       29

<PAGE>

     IN WITNESS WHEREOF, the parties hereto have caused this Note and Warrant
Purchase Agreement to be duly executed by their respective authorized officers
as of the date first above written.

                                        REMOTE DYNAMICS, INC.


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        PURCHASER:


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------

<PAGE>

                                    EXHIBIT A

                              REMOTE DYNAMICS, INC.
                                LIST OF INVESTORS

<TABLE>
<CAPTION>
                                                                      NOTE        OID
      INVESTORS              ADDRESS            CITY      ST  ZIP  ALLOCATION ALLOCATION A7 WARRANT B4 WARRANT C3 WARRANT D1 WARRANT
-------------------- ---------------------- ------------- -- ----- ---------- ---------- ---------- ---------- ---------- ----------
<S>                  <C>                    <C>           <C><C>   <C>        <C>        <C>        <C>        <C>        <C>
Pasco Capital L.L.C.   3618 Valencio Cove   Land O' Lakes FL 34639 $   25,000  $  3,750      93,750     62,500    125,000     87,500
                              Court

   DKR Soundshore     1281 East Main Street   Stamford    CT 06901 $  200,000  $ 30,000     750,000    500,000  1,000,000    700,000
    Oasis Holding
      Fund Ltd.

  Dolphin Offshore      c/o Dolphin Asset     New York    NY 10003 $  300,000  $ 45,000   1,125,000    750,000  1,500,000  1,050,000
   Partners, L.P.          Management
                      Corporation, 129 East
                              17th
                        Street, 2nd Floor

   Iroquois Master    641 Lexington Avenue,   New York    NY 10022 $  150,000  $ 22,500     562,500    375,000    750,000    525,000
      Fund Ltd.            16th Floor

JM Investors, L.L.C.    152 E. 9th Street     Lakewood    NJ 08701 $   75,000  $ 11,250     281,250    187,500    375,000    262,500

    Alpha Capital       160 Central Park      New York    NY 10019 $  500,000  $ 75,000   1,875,000  1,250,000  2,500,000  1,750,000
 Aktiengesellschaft     South, Suite 2701

 Midtown Partners &      4902 Eisenhower        Tampa     FL 33634 $  175,000  $ 26,250     656,250    437,500    875,000    612,500
     Co., L.L.C.        Blvd., Suite 185

Double U Master Fund      P.O. Box 972,                            $  250,000  $ 37,500     937,500    625,000  1,250,000    875,000
        L.P.            Road Town, Tortola,
                     Harbour House, 2nd Floor,
                        Waterfront Drive,
                      British Virgin Islands

 Nite Capital, L.P.      100 east Cook,     Libertyville  IL 60048 $  200,000  $ 30,000     750,000    500,000  1,000,000    700,000
                            Suite 201

 Osher Capital Inc.     5 Sansberry Lane    Spring Valley NY 10977 $   75,000  $ 11,250     281,250    187,500    375,000    262,500

 Platinum Long Term   152 West 57th Street,   New York    NY 10019 $  250,000  $ 37,500     937,500    625,000  1,250,000    875,000
      Growth II            54th Floor

   Rawleigh Ralls       744 Spruce Street      Boulder    CO 80302 $  350,000  $ 52,500   1,312,500    875,000  1,750,000  1,225,000

   Robert Dobrient    1845 Woodall Rodgers     Dallas     TX 75201 $  100,000  $ 15,000     375,000    250,000    500,000    350,000
                            Ste 1725

  RHP Master Fund,        c/o Rock Hill      Bala Cynwyd  PA 19004 $  250,000  $ 37,500     937,500    625,000  1,250,000    875,000
        Ltd.         Investment Management,
                         LP. Three Bala
                      Plaza East, Suite 585

     James Reese         7502 Greenville       Dallas     TX 75231 $  100,000  $ 15,000     375,000    250,000    500,000    350,000
                        Avenue, Suite 690

   Sandor Capital      2828 Routh Street,      Dallas     TX 75201 $  250,000  $ 37,500     937,500    625,000  1,250,000    875,000
  Master Fund, L.P.         Suite 500

  SDS Capital Group     53 Forest Avenue,   Old Greenwich CT 06870 $1,000,000  $150,000   3,750,000  2,500,000  5,000,000  3,500,000
      SPC Ltd.              2nd Floor

Thomas A. Montgomery  2400 Dallas Parkway,      Plano     TX 75093 $  100,000  $ 15,000     375,000    250,000    500,000    350,000
                            Suite 180

 Whalehaven Capital   3rd Floor, 14 Par-La-                   HM08 $  500,000  $ 75,000   1,875,000  1,250,000  2,500,000  1,750,000
      Fund Ltd.       Ville Road, Hamilton
                             Bermuda

  Whitestar L.L.C.    152 West 57th Street,   New York    NY 10271 $  150,000  $ 22,500     562,500    375,000    750,000    525,000
                           54th Floor
                                                                   ----------  --------  ---------- ---------- ---------- ----------
       TOTALS                                                      $5,000,000  $750,000  18,750,000 12,500,000 25,000,000 17,500,000
                                                                   ==========  ========  ========== ========== ========== ==========
</TABLE>
<PAGE>
                                                                  EXECUTION COPY

                                   EXHIBIT B-1
                              FORM OF SERIES A NOTE

THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION HEREOF HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR
APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE MAKER OF AN
OPINION OF COUNSEL IN THE FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO
THE MAKER THAT THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION
HEREOF MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION
FROM REGISTRATION UNDER THE ACT AND SUCH STATE SECURITIES LAWS.

                              REMOTE DYNAMICS, INC.

               Series A Senior Secured Convertible Promissory Note
                              due February __, 2008

No. CN-A-06-__                                                      $___________
Dated: February __, 2006

     For value received, Remote Dynamics, Inc., a Delaware corporation (the
"Maker"), hereby promises to pay to the order of _______________________
(together with its successors, representatives, and permitted assigns, the
"Holder"), in accordance with the terms hereinafter provided, the principal
amount of ________________________ ($______________). Concurrently with the
issuance of this Note, the Maker is issuing separate series A senior secured
convertible promissory notes (the "Other Notes") to separate purchasers (the
"Other Holders") pursuant to the Purchase Agreement (as defined in Section 1.1
hereof).

     All payments under or pursuant to this Note shall be made in United States
Dollars in immediately available funds to the Holder at the address of the
Holder first set forth above or at such other place as the Holder may designate
from time to time in writing to the Maker or by wire transfer of funds to the
Holder's account, instructions for which are attached hereto as Exhibit A. The
outstanding principal balance of this Note shall be due and payable on February
__, 2008 (the "Maturity Date") or at such earlier time as provided herein.

                                   ARTICLE I

          Section 1.1 Purchase Agreement. This Note has been executed and
delivered pursuant to the Note and Warrant Purchase Agreement dated as of
February __, 2006 (the "Purchase Agreement") by and among the Maker and the
purchasers listed therein. Capitalized terms used and not otherwise defined
herein shall have the meanings set forth for such terms in the Purchase
Agreement.

<PAGE>

          Section 1.2 Payment of Principal.

          (a) Commencing on September __, 2006 [the first business day of the
seventh (7th) month following the Issuance Date (as defined in Section 2.1(b))]
and continuing thereafter on the first business day of each month (a "Principal
Payment Date"), the Maker shall pay an amount to the Holder equal to 1/18th of
the original principal amount of this Note (the "Principal Installment Amount");
provided, however, if on any Principal Payment Date, the outstanding principal
amount of this Note is less than the Principal Installment Amount, then the
Maker shall pay to the Holder such lesser amount. The Maker may pay such
Principal Installment Amount in cash or registered shares of the Maker's common
stock, par value $.01 per share (the "Common Stock"). If the Maker elects to pay
the Principal Installment Amount in cash such amount shall be wired in
immediately available funds on the Principal Payment Date; provided, however,
that if the Holder has delivered a Conversion Notice to the Maker or delivers a
Conversion Notice prior to the Principal Payment Date, the Holder shall indicate
in such Conversion Notice whether the principal amount of this Note to be so
converted shall be applied against the final Principal Installment Amount or
some other Principal Installment Amount. The Maker shall provide irrevocable
written notice to the Holder of the form of payment of the Principal Installment
Amount at least twenty (20) days prior to the first day of each month for which
a Principal Installment Amount is required to be made by the Maker.

          (b) If the Maker elects to pay the Principal Installment Amount in
registered shares of Common Stock, the number of registered shares of Common
Stock to be issued to the Holder shall be an amount equal to the Principal
Installment Amount divided by eighty percent (80%) of the average of the Closing
Bid Price (as defined in Section 1.2(c) hereof) for the ten (10) Trading Days
immediately preceding the Principal Payment Date; provided, however, that if the
Holder has delivered a Conversion Notice to the Maker or delivers a Conversion
Notice prior to the Principal Payment Date, the Holder shall indicate in such
Conversion Notice whether the principal amount of this Note to be so converted
shall be applied against the final Principal Installment Amount or some other
Principal Installment Amount. Notwithstanding the foregoing to the contrary, the
Maker may elect to pay the Principal Installment Amount in registered shares of
Common Stock on any Principal Payment Date only if (A) the registration
statement providing for the resale of the shares of Common Stock issuable upon
conversion of this Note (the "Registration Statement") is effective and has been
effective, without lapse or suspension of any kind, for a period of twenty (20)
consecutive calendar days, (B) trading in the Common Stock shall not have been
suspended by the Securities and Exchange Commission or the OTC Bulletin Board
(or other exchange or market on which the Common Stock is trading), (C) no Event
of Default exists and is continuing, and (D) the issuance of shares of Common
Stock on the Principal Payment Date does not violate the provisions of Section
3.4 hereof.

          (c) The term "Closing Bid Price" shall mean, on any particular date
(i) the last trading price per share of the Common Stock on such date on the OTC
Bulletin Board or another registered national stock exchange on which the Common
Stock is then listed, or if there is no such price on such date, then the last
trading price on such exchange or quotation system on the date nearest preceding
such date, or (ii) if the Common Stock is not listed then on the OTC Bulletin
Board or any registered national stock exchange, the last trading price for a
share of Common Stock in the over-the-counter market, as reported by the OTC
Bulletin Board or in the National Quotation Bureau Incorporated or similar
organization or agency succeeding to its


                                      -2-

<PAGE>

functions of reporting prices) at the close of business on such date, or (iii)
if the Common Stock is not then reported by the OTC Bulletin Board or the
National Quotation Bureau Incorporated (or similar organization or agency
succeeding to its functions of reporting prices), then the average of the "Pink
Sheet" quotes for the relevant conversion period, as determined in good faith by
the Holder, or (iv) if the Common Stock is not then publicly traded the fair
market value of a share of Common Stock as determined by the Holder and
reasonably acceptable to the Maker.

          Section 1.3 Security Agreement. The obligations of the Maker hereunder
are secured by a continuing security interest in certain assets of the Maker
pursuant to the terms of a security agreement dated as of February __, 2006 by
and among the Maker, on the one hand, and the Holder and the Other Holders, on
the other hand.

          Section 1.4 Payment on Non-Business Days. Whenever any payment to be
made shall be due on a Saturday, Sunday or a public holiday under the laws of
the State of New York, such payment may be due on the next succeeding business
day.

          Section 1.5 Transfer. This Note may be transferred or sold, subject to
the provisions of Section 4.8 of this Note, or pledged, hypothecated or
otherwise granted as security by the Holder.

          Section 1.6 Replacement. Upon receipt of a duly executed, notarized
and unsecured written statement from the Holder with respect to the loss, theft
or destruction of this Note (or any replacement hereof) and a standard
indemnity, or, in the case of a mutilation of this Note, upon surrender and
cancellation of such Note, the Maker shall issue a new Note, of like tenor and
amount, in lieu of such lost, stolen, destroyed or mutilated Note.

                                   ARTICLE II

                           EVENTS OF DEFAULT; REMEDIES

          Section 2.1 Events of Default. The occurrence of any of the following
events shall be an "Event of Default" under this Note:

          (a) the Maker shall fail to make the Principal Installment Amount on a
Principal Payment Date and such default is not fully cured within one (1)
business day after the occurrence thereof; or

          (b) the failure of the Registration Statement to be declared effective
by the Securities and Exchange Commission on or prior to the date which is one
hundred eighty (180) days after the date of the initial issuance of this Note
(the "Issuance Date"); or

          (c) the suspension from listing, without subsequent listing on any one
of, or the failure of the Common Stock to be listed on at least one of the OTC
Bulletin Board, the American Stock Exchange, the Nasdaq National Market, the
Nasdaq SmallCap Market or The New York Stock Exchange, Inc. for a period of five
(5) consecutive Trading Days; or


                                      -3-

<PAGE>

          (d) the Maker's notice to the Holder, including by way of public
announcement, at any time, of its inability to comply (including for any of the
reasons described in Section 3.8(a) hereof) or its intention not to comply with
proper requests for conversion of this Note into shares of Common Stock; or

          (e) the Maker shall fail to (i) timely deliver the shares of Common
Stock upon conversion of the Note, (ii) file the Registration Statement in
accordance with the terms of the Registration Rights Agreement or (iii) make the
payment of any fees and/or liquidated damages under this Note, the Purchase
Agreement or the Registration Rights Agreement, which failure in the case of
items (i) and (iii) of this Section 2.1(e) is not remedied within five (5)
business days after the incurrence thereof; or

          (f) while the Registration Statement is required to be maintained
effective pursuant to the terms of the Registration Rights Agreement, the
effectiveness of the Registration Statement lapses for any reason (including,
without limitation, the issuance of a stop order) or is unavailable to the
Holder for sale of the Registrable Securities (as defined in the Registration
Rights Agreement) in accordance with the terms of the Registration Rights
Agreement, and such lapse or unavailability continues for a period of ten (10)
consecutive Trading Days, provided that the Maker has not exercised its rights
pursuant to Section 3(n) of the Registration Rights Agreement (which exercise is
not an Event of Default hereunder); or

          (g) default shall be made in the performance or observance of (i) any
material covenant, condition or agreement contained in this Note (other than as
set forth in clause (f) of this Section 2.1) and such default is not fully cured
within five (5) business days after the Maker receives notice from the Holder of
the occurrence thereof or (ii) any material covenant, condition or agreement
contained in the Purchase Agreement, the Other Notes, the Registration Rights
Agreement or any other Transaction Document which is not covered by any other
provisions of this Section 2.1 and such default is not fully cured within five
(5) business days after the Maker receives notice from the Holder of the
occurrence thereof; or

          (h) any material representation or warranty made by the Maker herein
or in the Purchase Agreement, the Registration Rights Agreement, the Other Notes
or any other Transaction Document shall prove to have been false or incorrect or
breached in a material respect on the date as of which made; or

          (i) the Maker shall (A) default in any payment of any amount or
amounts of principal of or interest on any Indebtedness (other than the
Indebtedness hereunder) the aggregate principal amount of which Indebtedness is
in excess of $100,000 or (B) default in the observance or performance of any
other agreement or condition relating to any Indebtedness in excess of $100,000
or contained in any instrument or agreement evidencing, securing or relating
thereto, or any other event shall occur or condition exist, the effect of which
default or other event or condition is to cause, or to permit the holder or
holders or beneficiary or beneficiaries of such Indebtedness to cause with the
giving of notice if required, such Indebtedness to become due prior to its
stated maturity; or

          (j) the Maker shall (i) apply for or consent to the appointment of, or
the taking of possession by, a receiver, custodian, trustee or liquidator of
itself or of all or a


                                      -4-

<PAGE>

substantial part of its property or assets, (ii) make a general assignment for
the benefit of its creditors, (iii) commence a voluntary case under the United
States Bankruptcy Code (as now or hereafter in effect) or under the comparable
laws of any jurisdiction (foreign or domestic), (iv) file a petition seeking to
take advantage of any bankruptcy, insolvency, moratorium, reorganization or
other similar law affecting the enforcement of creditors' rights generally which
is not dismissed within 30 days, (v) acquiesce in writing to any petition filed
against it in an involuntary case under United States Bankruptcy Code (as now or
hereafter in effect) or under the comparable laws of any jurisdiction (foreign
or domestic) which is not dismissed within 60 days, (vi) issue a notice of
bankruptcy or winding down of its operations or issue a press release regarding
same, or (vii) take any action under the laws of any jurisdiction (foreign or
domestic) analogous to any of the foregoing; or

          (k) a proceeding or case shall be commenced in respect of the Maker,
without its application or consent, in any court of competent jurisdiction,
seeking (i) the liquidation, reorganization, moratorium, dissolution, winding
up, or composition or readjustment of its debts, (ii) the appointment of a
trustee, receiver, custodian, liquidator or the like of it or of all or any
substantial part of its assets in connection with the liquidation or dissolution
of the Maker or (iii) similar relief in respect of it under any law providing
for the relief of debtors, and such proceeding or case described in clause (i),
(ii) or (iii) shall continue undismissed, or unstayed and in effect, for a
period of thirty (30) days or any order for relief shall be entered in an
involuntary case under United States Bankruptcy Code (as now or hereafter in
effect) or under the comparable laws of any jurisdiction (foreign or domestic)
against the Maker or action under the laws of any jurisdiction (foreign or
domestic) analogous to any of the foregoing shall be taken with respect to the
Maker and shall continue undismissed, or unstayed and in effect for a period of
thirty (30) days; or

          (l) the failure of the Maker to instruct its transfer agent to remove
any legends from shares of Common Stock eligible to be sold under Rule 144 of
the Securities Act and issue such unlegended certificates to the Holder within
three (3) business days of the Holder's request so long as the Holder has
complied with Section 5.1 of the Purchase Agreement; or

          (m) the failure of the Maker to pay any amounts due to the Holder
herein or in the Purchase Agreement or the Registration Rights Agreement within
three (3) business days of the date such payments are due;

          (n) the occurrence of an Event of Default under the Other Notes or the
OID Notes; or

          (o) the failure of the Maker to obtain Stockholder Approval to
increase the authorized shares of Common Stock in accordance with Section 3.21
of the Purchase Agreement.

          Section 2.2 Remedies Upon An Event of Default. If an Event of Default
shall have occurred and shall be continuing, the Holder of this Note may at any
time at its option, (a) pursuant to Section 3.7(a) hereof, declare the entire
unpaid principal balance of this Note due and payable, and thereupon, the same
shall be accelerated and so due and payable, without presentment, demand,
protest, or notice, all of which are hereby expressly unconditionally and


                                      -5-

<PAGE>

irrevocably waived by the Maker; provided, however, that upon the occurrence of
an Event of Default described in (i) Sections 2.1 (j) or (k), the outstanding
principal balance hereunder shall be automatically due and payable and (ii)
Sections 2.1 (b)-(i), the Holder may demand the prepayment of this Note pursuant
to Section 3.7 hereof, (b) demand that the principal amount of this Note then
outstanding shall be converted into shares of Common Stock at a Conversion Price
per share calculated pursuant to Sections 3.1 and 3.4 hereof assuming that the
date that the Event of Default occurs is the Conversion Date (as defined in
Section 3.1 hereof), or (c) exercise or otherwise enforce any one or more of the
Holder's rights, powers, privileges, remedies and interests under this Note, the
Purchase Agreement, the Registration Rights Agreement or applicable law. Upon
the occurrence of an Event of Default, the Maker will pay interest to the
Holder, payable on demand, on the outstanding principal balance of the Note from
the date of the Event of the Default until such Event of Default is cured at the
rate equal to the lesser of ten percent (10%) and the maximum applicable legal
rate per annum. No course of delay on the part of the Holder shall operate as a
waiver thereof or otherwise prejudice the right of the Holder. No remedy
conferred hereby shall be exclusive of any other remedy referred to herein or
now or hereafter available at law, in equity, by statute or otherwise.

                                  ARTICLE III

                      CONVERSION; ANTIDILUTION; PREPAYMENT

          Section 3.1 Conversion Option.

          (a) At any time on or after the Issuance Date, this Note shall be
convertible (in whole or in part), at the option of the Holder (the "Conversion
Option"), into such number of fully paid and non-assessable shares of Common
Stock (the "Conversion Rate") as is determined by dividing (x) that portion of
the outstanding principal balance under this Note as of such date that the
Holder elects to convert by (y) the Conversion Price (as defined in Section
3.2(a) hereof) then in effect on the date on which the Holder faxes a notice of
conversion (the "Conversion Notice"), duly executed, to the Maker (facsimile
number (972) 301-2263, Attn.: Chief Executive Officer) (the "Voluntary
Conversion Date"), provided, however, that the Conversion Price shall be subject
to adjustment as described in Section 3.6 below. The Holder shall deliver this
Note to the Maker at the address designated in the Purchase Agreement at such
time that this Note is fully converted. With respect to partial conversions of
this Note, the Maker shall keep written records of the amount of this Note
converted as of each Conversion Date.

          (b) On the Mandatory Conversion Date (as defined below), the Maker may
cause the principal amount of this Note to convert into a number of fully paid
and nonassessable shares of Common Stock equal to the quotient of (i) the
principal amount of this Note outstanding on the Mandatory Conversion Date
divided by (ii) the Conversion Price in effect on the Mandatory Conversion Date
by providing five (5) business days prior written notice of such Mandatory
Conversion Date. As used herein, a "Mandatory Conversion Date" shall be a date
following the effective date of the Registration Statement in which the Closing
Bid Price exceeds two hundred fifty percent (250%) of the Conversion Price for a
period of twelve (12) consecutive Trading Days and the average daily trading
volume for such twelve (12) consecutive Trading Day period exceeds 750,000
shares of Common Stock; provided, that (A) the Registration


                                      -6-

<PAGE>

Statement is effective and has been effective, without lapse or suspension of
any kind, for a period of thirty (30) consecutive calendar days immediately
preceding the Mandatory Conversion Date, (B) trading in the Common Stock shall
not have been suspended by the Securities and Exchange Commission or the OTC
Bulletin Board (or other exchange or market on which the Common Stock is
trading), (C) no Event of Default exists and is continuing, (D) the issuance of
shares of Common Stock on the Mandatory Conversion Date pursuant to such
mandatory conversion does not violate the provisions of Section 3.4 hereof, and
(E) the Maker is not in possession of any material non-public information.
Notwithstanding the foregoing to the contrary, the Mandatory Conversion Date
shall be extended for as long as a Triggering Event (as defined in Section
3.7(f) hereof) shall have occurred and be continuing. The Mandatory Conversion
Date and the Voluntary Conversion Date collectively are referred to in this Note
as the "Conversion Date."

          Section 3.2 Conversion Price.

          (a) The term "Conversion Price" shall mean $0.20, subject to
adjustment under Section 3.6 hereof.

          (b) Notwithstanding any of the foregoing to the contrary, if during
any period (a "Black-out Period"), a Holder is unable to trade any Common Stock
issued or issuable upon conversion of this Note immediately due to the
postponement of filing or delay or suspension of effectiveness of the
Registration Statement or because the Maker has otherwise informed such Holder
that an existing prospectus cannot be used at that time in the sale or transfer
of such Common Stock (provided that such postponement, delay, suspension or fact
that the prospectus cannot be used is not due to factors solely within the
control of the Holder of this Note or due to the Maker exercising its rights
under Section 3(n) of the Registration Rights Agreement), such Holder shall have
the option but not the obligation on any Conversion Date within ten (10) Trading
Days following the expiration of the Black-out Period of using the Conversion
Price applicable on such Conversion Date or any Conversion Price selected by
such Holder that would have been applicable had such Conversion Date been at any
earlier time during the Black-out Period or within the ten (10) Trading Days
thereafter. In no event shall the Black-out Period have any effect on the
Maturity Date of this Note.

          Section 3.3 Mechanics of Conversion.

          (a) Not later than three (3) Trading Days after any Conversion Date,
the Maker or its designated transfer agent, as applicable, shall issue and
deliver to the Depository Trust Company ("DTC") account on the Holder's behalf
via the Deposit Withdrawal Agent Commission System ("DWAC") as specified in the
Conversion Notice, registered in the name of the Holder or its designee, for the
number of shares of Common Stock to which the Holder shall be entitled. In the
alternative, not later than three (3) Trading Days after any Conversion Date,
the Maker shall deliver to the applicable Holder by express courier a
certificate or certificates which shall be free of restrictive legends and
trading restrictions (other than those required by Section 5.1 of the Purchase
Agreement) representing the number of shares of Common Stock being acquired upon
the conversion of this Note (the "Delivery Date"). Notwithstanding the foregoing
to the contrary, the Maker or its transfer agent shall only be obligated to
issue and deliver the shares to the DTC on the Holder's behalf via DWAC (or
certificates free of restrictive


                                      -7-

<PAGE>

legends) if such conversion is in connection with a sale and the Holder has
complied with the applicable prospectus delivery requirements (as evidenced by
documentation furnished to and reasonably satisfactory to the Maker). If in the
case of any Conversion Notice such certificate or certificates are not delivered
to or as directed by the applicable Holder by the Delivery Date, the Holder
shall be entitled by written notice to the Maker at any time on or before its
receipt of such certificate or certificates thereafter, to rescind such
conversion, in which event the Maker shall immediately return this Note tendered
for conversion, whereupon the Maker and the Holder shall each be restored to
their respective positions immediately prior to the delivery of such notice of
revocation, except that any amounts described in Sections 3.3(b) and (c) shall
be payable through the date notice of rescission is given to the Maker.

          (b) The Maker understands that a delay in the delivery of the shares
of Common Stock upon conversion of this Note beyond the Delivery Date could
result in economic loss to the Holder. If the Maker fails to deliver to the
Holder such shares via DWAC or a certificate or certificates pursuant to this
Section hereunder by the Delivery Date, the Maker shall pay to such Holder, in
cash, an amount per Trading Day for each Trading Day until such shares are
delivered via DWAC or certificates are delivered, together with interest on such
amount at a rate of 10% per annum, accruing until such amount and any accrued
interest thereon is paid in full, equal to the greater of (A) (i) 1% of the
aggregate principal amount of the Notes requested to be converted for the first
five (5) Trading Days after the Delivery Date and (ii) 2% of the aggregate
principal amount of the Notes requested to be converted for each Trading Day
thereafter and (B) $2,000 per day (which amount shall be paid as liquidated
damages and not as a penalty). Nothing herein shall limit a Holder's right to
pursue actual damages for the Maker's failure to deliver certificates
representing shares of Common Stock upon conversion within the period specified
herein and such Holder shall have the right to pursue all remedies available to
it at law or in equity (including, without limitation, a decree of specific
performance and/or injunctive relief). Notwithstanding anything to the contrary
contained herein, the Holder shall be entitled to withdraw a Conversion Notice,
and upon such withdrawal the Maker shall only be obligated to pay the liquidated
damages accrued in accordance with this Section 3.3(b) through the date the
Conversion Notice is withdrawn.

          (c) In addition to any other rights available to the Holder, if the
Maker fails to cause its transfer agent to transmit to the Holder a certificate
or certificates representing the shares of Common Stock issuable upon conversion
of this Note on or before the Delivery Date, and if after such date the Holder
is required by its broker to purchase (in an open market transaction or
otherwise) shares of Common Stock to deliver in satisfaction of a sale by the
Holder of the shares of Common Stock issuable upon conversion of this Note which
the Holder anticipated receiving upon such exercise (a "Buy-In"), then the Maker
shall (1) pay in cash to the Holder the amount by which (x) the Holder's total
purchase price (including brokerage commissions, if any) for the shares of
Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the
number of shares of Common Stock issuable upon conversion of this Note that the
Maker was required to deliver to the Holder in connection with the conversion at
issue times (B) the price at which the sell order giving rise to such purchase
obligation was executed, and (2) at the option of the Holder, either reinstate
the portion of the Note and equivalent number of shares of Common Stock for
which such conversion was not honored or deliver to the Holder the number of
shares of Common Stock that would have been issued had the Maker timely complied
with its conversion and delivery obligations hereunder. For example,


                                      -8-

<PAGE>

if the Holder purchases Common Stock having a total purchase price of $11,000 to
cover a Buy-In with respect to an attempted conversion of shares of Common Stock
with an aggregate sale price giving rise to such purchase obligation of $10,000,
under clause (1) of the immediately preceding sentence the Maker shall be
required to pay the Holder $1,000. The Holder shall provide the Maker written
notice indicating the amounts payable to the Holder in respect of the Buy-In,
together with applicable confirmations and other evidence reasonably requested
by the Maker. Nothing herein shall limit a Holder's right to pursue any other
remedies available to it hereunder, at law or in equity including, without
limitation, a decree of specific performance and/or injunctive relief with
respect to the Maker's failure to timely deliver certificates representing
shares of Common Stock upon conversion of this Note as required pursuant to the
terms hereof.

          Section 3.4 Ownership Cap and Certain Conversion Restrictions.

          (a) Notwithstanding anything to the contrary set forth in Section 3 of
this Note, at no time may the Holder convert all or a portion of this Note if
the number of shares of Common Stock to be issued pursuant to such conversion
would exceed, when aggregated with all other shares of Common Stock owned by the
Holder at such time (including pursuant to the Warrants), the number of shares
of Common Stock which would result in the Holder beneficially owning (as
determined in accordance with Section 13(d) of the Exchange Act and the rules
thereunder) more than 4.9% of all of the Common Stock outstanding at such time;
provided, however, that upon the Holder providing the Maker with sixty-one (61)
days notice (pursuant to Section 4.1 hereof) (the "Waiver Notice") that the
Holder would like to waive this Section 3.4(a) with regard to any or all shares
of Common Stock issuable upon conversion of this Note, this Section 3.4(a) will
be of no force or effect with regard to all or a portion of the Note referenced
in the Waiver Notice.

          (b) Notwithstanding anything to the contrary set forth in Section 3 of
this Note, at no time may the Holder convert all or a portion of this Note if
the number of shares of Common Stock to be issued pursuant to such conversion,
when aggregated with all other shares of Common Stock owned by the Holder at
such time, would result in the Holder beneficially owning (as determined in
accordance with Section 13(d) of the Exchange Act and the rules thereunder) in
excess of 9.9% of the then issued and outstanding shares of Common Stock
outstanding at such time (including pursuant to the Warrants); provided,
however, that upon the Holder providing the Maker with a Waiver Notice that the
Holder would like to waive Section 3.4(b) of this Note with regard to any or all
shares of Common Stock issuable upon conversion of this Note, this Section
3.4(b) shall be of no force or effect with regard to all or a portion of the
Note referenced in the Waiver Notice.

          Section 3.5 Intentionally Omitted.

          Section 3.6 Adjustment of Conversion Price.

          (a) The Conversion Price shall be subject to adjustment from time to
time as follows:


                                      -9-

<PAGE>

               (i) Adjustments for Stock Splits and Combinations. If the Maker
shall at any time or from time to time after the Issuance Date, effect a stock
split of the outstanding Common Stock, the applicable Conversion Price in effect
immediately prior to the stock split shall be proportionately decreased. If the
Maker shall at any time or from time to time after the Issuance Date, combine
the outstanding shares of Common Stock, the applicable Conversion Price in
effect immediately prior to the combination shall be proportionately increased.
Any adjustments under this Section 3.6(a)(i) shall be effective at the close of
business on the date the stock split or combination occurs.

               (ii) Adjustments for Certain Dividends and Distributions. If the
Maker shall at any time or from time to time after the Issuance Date, make or
issue or set a record date for the determination of holders of Common Stock
entitled to receive a dividend or other distribution payable in shares of Common
Stock, then, and in each event, the applicable Conversion Price in effect
immediately prior to such event shall be decreased as of the time of such
issuance or, in the event such record date shall have been fixed, as of the
close of business on such record date, by multiplying, the applicable Conversion
Price then in effect by a fraction:

                    (1) the numerator of which shall be the total number of
shares of Common Stock issued and outstanding immediately prior to the time of
such issuance or the close of business on such record date; and

                    (2) the denominator of which shall be the total number of
shares of Common Stock issued and outstanding immediately prior to the time of
such issuance or the close of business on such record date plus the number of
shares of Common Stock issuable in payment of such dividend or distribution.

               (iii) Adjustment for Other Dividends and Distributions. If the
Maker shall at any time or from time to time after the Issuance Date, make or
issue or set a record date for the determination of holders of Common Stock
entitled to receive a dividend or other distribution payable in other than
shares of Common Stock, then, and in each event, an appropriate revision to the
applicable Conversion Price shall be made and provision shall be made (by
adjustments of the Conversion Price or otherwise) so that the holders of this
Note shall receive upon conversions thereof, in addition to the number of shares
of Common Stock receivable thereon, the number of securities of the Maker which
they would have received had this Note been converted into Common Stock on the
date of such event and had thereafter, during the period from the date of such
event to and including the Conversion Date, retained such securities (together
with any distributions payable thereon during such period), giving application
to all adjustments called for during such period under this Section 3.6(a)(iii)
with respect to the rights of the holders of this Note and the Other Notes;
provided, however, that if such record date shall have been fixed and such
dividend is not fully paid or if such distribution is not fully made on the date
fixed therefor, the Conversion Price shall be adjusted pursuant to this
paragraph as of the time of actual payment of such dividends or distributions.

               (iv) Adjustments for Reclassification, Exchange or Substitution.
If the Common Stock issuable upon conversion of this Note at any time or from
time to time after the Issuance Date shall be changed to the same or different
number of shares of any class or classes of stock, whether by reclassification,
exchange, substitution or otherwise (other than by way of a


                                      -10-

<PAGE>

stock split or combination of shares or stock dividends provided for in Sections
3.6(a)(i), (ii) and (iii), or a reorganization, merger, consolidation, or sale
of assets provided for in Section 3.6(a)(v)), then, and in each event, an
appropriate revision to the Conversion Price shall be made and provisions shall
be made (by adjustments of the Conversion Price or otherwise) so that the Holder
shall have the right thereafter to convert this Note into the kind and amount of
shares of stock and other securities receivable upon reclassification, exchange,
substitution or other change, by holders of the number of shares of Common Stock
into which such Note might have been converted immediately prior to such
reclassification, exchange, substitution or other change, all subject to further
adjustment as provided herein.

               (v) Adjustments for Reorganization, Merger, Consolidation or
Sales of Assets. If at any time or from time to time after the Issuance Date
there shall be a capital reorganization of the Maker (other than by way of a
stock split or combination of shares or stock dividends or distributions
provided for in Section 3.6(a)(i), (ii) and (iii), or a reclassification,
exchange or substitution of shares provided for in Section 3.6(a)(iv)), or a
merger or consolidation of the Maker with or into another corporation where the
holders of outstanding voting securities prior to such merger or consolidation
do not own over fifty percent (50%) of the outstanding voting securities of the
merged or consolidated entity, immediately after such merger or consolidation,
or the sale of all or substantially all of the Maker's properties or assets to
any other person (an "Organic Change"), then as a part of such Organic Change,
(A) if the surviving entity in any such Organic Change is a public company that
is registered pursuant to the Securities Exchange Act of 1934, as amended, and
its common stock is listed or quoted on a national securities exchange or a
national automated quotation system or the OTC Bulletin Board, an appropriate
revision to the Conversion Price shall be made and provision shall be made (by
adjustments of the Conversion Price or otherwise) so that the Holder shall have
the right thereafter to convert such Note into the kind and amount of shares of
stock and other securities or property of the Maker or any successor corporation
resulting from Organic Change, and (B) if the surviving entity in any such
Organic Change is not a public company that is registered pursuant to the
Securities Exchange Act of 1934, as amended, or its common stock is not listed
or quoted on a national securities exchange or a national automated quotation
system or the OTC Bulletin Board, the Holder shall have the right to demand
prepayment pursuant to Section 3.7(b) hereof. In any such case, appropriate
adjustment shall be made in the application of the provisions of this Section
3.6(a)(v) with respect to the rights of the Holder after the Organic Change to
the end that the provisions of this Section 3.6(a)(v) (including any adjustment
in the applicable Conversion Price then in effect and the number of shares of
stock or other securities deliverable upon conversion of this Note and the Other
Notes) shall be applied after that event in as nearly an equivalent manner as
may be practicable.

               (vi) Adjustments for Issuance of Additional Shares of Common
Stock. In the event the Maker, shall, at any time, from time to time, issue or
sell any additional shares of common stock (otherwise than as provided in the
foregoing subsections (i) through (v) of this Section 3.6(a) or pursuant to
Common Stock Equivalents (hereafter defined) granted or issued prior to the
Issuance Date) ("Additional Shares of Common Stock"), at a price per share less
than the Conversion Price then in effect or without consideration, then the
Conversion Price upon each such issuance shall be reduced to a price equal to
the consideration per share paid for such Additional Shares of Common Stock.


                                      -11-

<PAGE>

               (vii) Issuance of Common Stock Equivalents. The provisions of
this Section 3.6(a)(vii) shall apply if (a) the Maker, at any time after the
Issuance Date, shall issue any securities convertible into or exchangeable for,
directly or indirectly, Common Stock ("Convertible Securities"), other than the
Notes, or (b) any rights or warrants or options to purchase any such Common
Stock or Convertible Securities (collectively, the "Common Stock Equivalents")
shall be issued or sold. If the price per share for which Additional Shares of
Common Stock may be issuable pursuant to any such Common Stock Equivalent shall
be less than the applicable Conversion Price then in effect, or if, after any
such issuance of Common Stock Equivalents, the price per share for which
Additional Shares of Common Stock may be issuable thereafter is amended or
adjusted, and such price as so amended shall be less than the applicable
Conversion Price in effect at the time of such amendment or adjustment, then the
applicable Conversion Price upon each such issuance or amendment shall be
adjusted as provided in the first sentence of subsection (vi) of this Section
3.6(a). No adjustment shall be made to the Conversion Price upon the issuance of
Common Stock pursuant to the exercise, conversion or exchange of any Convertible
Security or Common Stock Equivalent where an adjustment to the Conversion Price
was made as a result of the issuance or purchase of any Convertible Security or
Common Stock Equivalent.

               (viii) Consideration for Stock. In case any shares of Common
Stock or any Common Stock Equivalents shall be issued or sold:

                    (1) in connection with any merger or consolidation in which
the Maker is the surviving corporation (other than any consolidation or merger
in which the previously outstanding shares of Common Stock of the Maker shall be
changed to or exchanged for the stock or other securities of another
corporation), the amount of consideration therefor shall be, deemed to be the
fair value, as determined reasonably and in good faith by the Board of Directors
of the Maker, of such portion of the assets and business of the nonsurviving
corporation as such Board may determine to be attributable to such shares of
Common Stock, Convertible Securities, rights or warrants or options, as the case
may be; or

                    (2) in the event of any consolidation or merger of the Maker
in which the Maker is not the surviving corporation or in which the previously
outstanding shares of Common Stock of the Maker shall be changed into or
exchanged for the stock or other securities of another corporation, or in the
event of any sale of all or substantially all of the assets of the Maker for
stock or other securities of any corporation, the Maker shall be deemed to have
issued a number of shares of its Common Stock for stock or securities or other
property of the other corporation computed on the basis of the actual exchange
ratio on which the transaction was predicated, and for a consideration equal to
the fair market value on the date of such transaction of all such stock or
securities or other property of the other corporation. If any such calculation
results in adjustment of the applicable Conversion Price, or the number of
shares of Common Stock issuable upon conversion of the Notes, the determination
of the applicable Conversion Price or the number of shares of Common Stock
issuable upon conversion of the Notes immediately prior to such merger,
consolidation or sale, shall be made after giving effect to such adjustment of
the number of shares of Common Stock issuable upon conversion of the Notes. In
the event Common Stock is issued with other shares or securities or other assets
of the Maker for consideration which covers both, the consideration computed as
provided in this


                                      -12-

<PAGE>

Section 3.6(viii) shall be allocated among such securities and assets as
determined in good faith by the Board of Directors of the Maker.

          (b) Record Date. In case the Maker shall take record of the holders of
its Common Stock for the purpose of entitling them to subscribe for or purchase
Common Stock or Convertible Securities, then the date of the issue or sale of
the shares of Common Stock shall be deemed to be such record date.

          (c) Certain Issues Excepted. Anything herein to the contrary
notwithstanding, the Maker shall not be required to make any adjustment to the
Conversion Price in connection with (i) securities issued (other than for cash)
in connection with a merger, acquisition, or consolidation, (ii) securities
issued pursuant to the conversion or exercise of convertible or excercisable
securities issued or outstanding on or prior to the date hereof or the Notes and
Warrants issued pursuant to the Purchase Agreement (so long as the conversion or
exercise price in such securities are not amended to lower such price and/or
adversely affect the Holders), (iii) the shares of Common Stock issuable upon
the exercise of Warrants, (iv) securities issued in connection with strategic
license agreements or other partnering arrangements so long as such issuances
are not for the purpose of raising capital, (v) Common Stock issued or the
issuance or grants of options to purchase Common Stock pursuant to the Company's
stock option plans and employee stock purchase plans as they now exist on the
date hereof, (vi) any warrants issued to the placement agent and its designees
for the transactions contemplated by the Purchase Agreement, (vii) Common Stock
issued in connection with consulting or advisory services not in excess of
5,000,000 shares, and (viii) the payment of any principal in shares of Common
Stock pursuant to this Note or the Other Notes.

          (d) No Impairment. The Maker shall not, by amendment of its
Certificate of Incorporation or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms to be observed or performed hereunder by the Maker, but will at all
times in good faith, assist in the carrying out of all the provisions of this
Section 3.6 and in the taking of all such action as may be necessary or
appropriate in order to protect the Conversion Rights of the Holder against
impairment. In the event a Holder shall elect to convert any Notes as provided
herein, the Maker cannot refuse conversion based on any claim that such Holder
or any one associated or affiliated with such Holder has been engaged in any
violation of law, violation of an agreement to which such Holder is a party or
for any reason whatsoever, unless, an injunction from a court, or notice,
restraining and or adjoining conversion of all or of said Notes shall have
issued and the Maker posts a surety bond for the benefit of such Holder in an
amount equal to one hundred thirty percent (130%) of the amount of the Notes the
Holder has elected to convert, which bond shall remain in effect until the
completion of arbitration/litigation of the dispute and the proceeds of which
shall be payable to such Holder (as liquidated damages) in the event it obtains
judgment.

          (e) Certificates as to Adjustments. Upon occurrence of each adjustment
or readjustment of the Conversion Price or number of shares of Common Stock
issuable upon conversion of this Note pursuant to this Section 3.6, the Maker at
its expense shall promptly compute such adjustment or readjustment in accordance
with the terms hereof and furnish to the Holder a certificate setting forth such
adjustment and readjustment, showing in detail the facts


                                      -13-

<PAGE>

upon which such adjustment or readjustment is based. The Maker shall, upon
written request of the Holder, at any time, furnish or cause to be furnished to
the Holder a like certificate setting forth such adjustments and readjustments,
the applicable Conversion Price in effect at the time, and the number of shares
of Common Stock and the amount, if any, of other securities or property which at
the time would be received upon the conversion of this Note. Notwithstanding the
foregoing, the Maker shall not be obligated to deliver a certificate unless such
certificate would reflect an increase or decrease of at least one percent (1%)
of such adjusted amount.

          (f) Issue Taxes. The Maker shall pay any and all issue and other
taxes, excluding federal, state or local income taxes, that may be payable in
respect of any issue or delivery of shares of Common Stock on conversion of this
Note pursuant thereto; provided, however, that the Maker shall not be obligated
to pay any transfer taxes resulting from any transfer requested by the Holder in
connection with any such conversion.

          (g) Fractional Shares. No fractional shares of Common Stock shall be
issued upon conversion of this Note. In lieu of any fractional shares to which
the Holder would otherwise be entitled, the Maker shall pay cash equal to the
product of such fraction multiplied by the average of the Closing Bid Prices of
the Common Stock for the five (5) consecutive Trading Days immediately preceding
the Conversion Date.

          (h) Reservation of Common Stock. Subject to the Company obtaining
Stockholder Approval in accordance with Section 3.21 of the Purchase Agreement,
the Maker shall at all times when this Note shall be outstanding, reserve and
keep available out of its authorized but unissued Common Stock, such number of
shares of Common Stock as shall from time to time be sufficient to effect the
conversion of this Note; provided that the number of shares of Common Stock so
reserved shall at no time be less than one hundred fifty percent (150%) of the
number of shares of Common Stock for which this Note is at any time convertible.
The Maker shall, from time to time in accordance with the Delaware General
Corporation Law, increase the authorized number of shares of Common Stock if at
any time the unissued number of authorized shares shall not be sufficient to
satisfy the Maker's obligations under this Section 3.6(h).

          (i) Regulatory Compliance. If any shares of Common Stock to be
reserved for the purpose of conversion of this Note require registration or
listing with or approval of any governmental authority, stock exchange or other
regulatory body under any federal or state law or regulation or otherwise before
such shares may be validly issued or delivered upon conversion, the Maker shall,
at its sole cost and expense, in good faith and as expeditiously as possible,
endeavor to secure such registration, listing or approval, as the case may be.

          Section 3.7 Prepayment.

          (a) Prepayment Upon an Event of Default. Notwithstanding anything to
the contrary contained herein, upon the occurrence of an Event of Default
described in Sections 2.1(b)-(k) hereof, the Holder shall have the right, at
such Holder's option, to require the Maker to prepay in cash all or a portion of
this Note at a price equal to one hundred twenty percent (120%) of the aggregate
principal amount of this Note applicable at the time of such request. Nothing in
this Section 3.7(a) shall limit the Holder's rights under Section 2.2 hereof.


                                      -14-

<PAGE>

          (b) Prepayment Option Upon Major Transaction. In addition to all other
rights of the Holder contained herein, simultaneous with the occurrence of a
Major Transaction (as defined below), the Holder shall have the right, at the
Holder's option, to require the Maker to prepay all or a portion of the Holder's
Notes at a price equal to one hundred percent (100%) of the aggregate principal
amount of this Note (the "Major Transaction Prepayment Price"); provided that
the Maker shall have the sole option to make payment of the Major Transaction
Prepayment Price in cash or shares of Common Stock.

          (c) Prepayment Option Upon Triggering Event. In addition to all other
rights of the Holder contained herein, after a Triggering Event (as defined
below), the Holder shall have the right, at the Holder's option, to require the
Maker to prepay all or a portion of this Note in cash at a price equal to the
sum of (i) the greater of (A) one hundred twenty-five percent (125%) of the
aggregate principal amount of this Note and (B) in the event at such time the
Holder is unable to obtain the benefit of its conversion rights through the
conversion of this Note and resale of the shares of Common Stock issuable upon
conversion hereof in accordance with the terms of this Note and the other
Transaction Documents, the aggregate principal amount of this Note, divided by
the Conversion Price on (x) the date the Prepayment Price (as defined below) is
demanded or otherwise due or (y) the date the Prepayment Price is paid in full,
whichever is less, multiplied by the VWAP (as defined below) on (x) the date the
Prepayment Price is demanded or otherwise due, and (y) the date the Prepayment
Price is paid in full, whichever is greater, and (ii) all other amounts, costs,
expenses and liquidated damages due in respect of this Note and the other
Transaction Documents (the "Triggering Event Prepayment Price," and,
collectively with the Major Transaction Prepayment Price, the "Prepayment
Price"). For purposes hereof, "VWAP" means, for any date, (i) the daily volume
weighted average price of the Common Stock for such date on the OTC Bulletin
Board as reported by Bloomberg Financial L.P. (based on a Trading Day from 9:30
a.m. Eastern Time to 4:02 p.m. Eastern Time); (ii) if the Common Stock is not
then listed or quoted on the OTC Bulletin Board and if prices for the Common
Stock are then reported in the "Pink Sheets" published by the Pink Sheets, LLC
(or a similar organization or agency succeeding to its functions of reporting
prices), the most recent bid price per share of the Common Stock so reported; or
(iii) in all other cases, the fair market value of a share of Common Stock as
determined by an independent appraiser selected in good faith by the Holder and
reasonably acceptable to the Maker.

          (d) Intentionally Omitted.

          (e) "Major Transaction." A "Major Transaction" shall be deemed to have
occurred at such time as any of the following events:

               (i) the consolidation, merger or other business combination of
the Maker with or into another Person (as defined in Section 4.13 hereof) (other
than (A) pursuant to a migratory merger effected solely for the purpose of
changing the jurisdiction of incorporation of the Maker or (B) a consolidation,
merger or other business combination in which holders of the Maker's voting
power immediately prior to the transaction continue after the transaction to
hold, directly or indirectly, the voting power of the surviving entity or
entities necessary to elect a majority of the members of the board of directors
(or their equivalent if other than a corporation) of such entity or entities).


                                      -15-

<PAGE>

               (ii) the sale or transfer of more than fifty percent (50%) of the
Maker's assets (based on the fair market value as determined in good faith by
the Maker's Board of Directors) other than inventory in the ordinary course of
business in one or a related series of transactions; or

               (iii) closing of a purchase, tender or exchange offer made to the
holders of more than fifty percent (50%) of the outstanding shares of Common
Stock in which more than fifty percent (50%) of the outstanding shares of Common
Stock were tendered and accepted.

          (f) "Triggering Event." A "Triggering Event" shall be deemed to have
occurred at such time as any of the following events:

               (i) so long as any Notes are outstanding, the effectiveness of
the Registration Statement, after it becomes effective, (i) lapses for any
reason (including, without limitation, the issuance of a stop order) or (ii) is
unavailable to the Holder for sale of the shares of Common Stock, and such lapse
or unavailability continues for a period of twenty (20) consecutive Trading
Days, and the shares of Common Stock into which the Holder's Notes can be
converted cannot be sold in the public securities market pursuant to Rule 144(k)
under the Securities Act, provided that the cause of such lapse or
unavailability is not due to factors primarily within the control of the Holder
of the Notes; and provided further that a Triggering Event shall not have
occurred if and to the extent the Maker exercised its rights set forth in
Section 3(n) of the Registration Rights Agreement;

               (ii) the suspension from listing, without subsequent listing on
any one of, or the failure of the Common Stock to be listed on at least one of
the OTC Bulletin Board, the American Stock Exchange, the Nasdaq National Market,
the Nasdaq SmallCap Market or The New York Stock Exchange, Inc., for a period of
five (5) consecutive Trading Days;

               (iii) the Maker's notice to any holder of the Notes, including by
way of public announcement, at any time, of its inability to comply (including
for any of the reasons described in Section 3.8) or its intention not to comply
with proper requests for conversion of any Notes into shares of Common Stock; or

               (iv) the Maker's failure to comply with a Conversion Notice
tendered in accordance with the provisions of this Note within ten (10) business
days after the receipt by the Maker of the Conversion Notice; or

               (v) the Maker deregisters its shares of Common Stock and as a
result such shares of Common Stock are no longer publicly traded; or

               (vi) the Maker consummates a "going private" transaction and as a
result the Common Stock is no longer registered under Sections 12(b) or 12(g) of
the Exchange Act; or

               (vii) the Maker breaches any representation, warranty, covenant
or other term or condition of the Purchase Agreement, this Note or any other
agreement, document, certificate or other instrument delivered in connection
with the transactions contemplated thereby


                                      -16-

<PAGE>

or hereby, except to the extent that such breach would not have a Material
Adverse Effect (as defined in the Purchase Agreement) and except, in the case of
a breach of a covenant which is curable, only if such breach continues for a
period of a least ten (10) business days.

          (g) Intentionally Omitted.

          (h) Mechanics of Prepayment at Option of Holder Upon Major
Transaction. No sooner than fifteen (15) days nor later than ten (10) days prior
to the consummation of a Major Transaction, but not prior to the public
announcement of such Major Transaction, the Maker shall deliver written notice
thereof via facsimile and overnight courier ("Notice of Major Transaction") to
the Holder of this Note. At any time after receipt of a Notice of Major
Transaction (or, in the event a Notice of Major Transaction is not delivered at
least ten (10) days prior to a Major Transaction, at any time within ten (10)
days prior to a Major Transaction), any holder of the Notes then outstanding may
require the Maker to prepay, effective immediately prior to the consummation of
such Major Transaction, all of the holder's Notes then outstanding by delivering
written notice thereof via facsimile and overnight courier ("Notice of
Prepayment at Option of Holder Upon Major Transaction") to the Maker, which
Notice of Prepayment at Option of Holder Upon Major Transaction shall indicate
(i) the principal amount of the Notes that such holder is electing to have
prepaid and (ii) the applicable Major Transaction Prepayment Price, as
calculated pursuant to Section 3.7(b) above.

          (i) Mechanics of Prepayment at Option of Holder Upon Triggering Event.
Within one (1) business day after the occurrence of a Triggering Event, the
Maker shall deliver written notice thereof via facsimile and overnight courier
("Notice of Triggering Event") to each holder of the Notes. At any time after
the earlier of a holder's receipt of a Notice of Triggering Event and such
holder becoming aware of a Triggering Event, any holder of this Note and the
Other Notes then outstanding may require the Maker to prepay all of the Notes on
a pro rata basis by delivering written notice thereof via facsimile and
overnight courier ("Notice of Prepayment at Option of Holder Upon Triggering
Event") to the Maker, which Notice of Prepayment at Option of Holder Upon
Triggering Event shall indicate (i) the amount of the Note that such holder is
electing to have prepaid and (ii) the applicable Triggering Event Prepayment
Price, as calculated pursuant to Section 3.7(c) above. A holder shall only be
permitted to require the Maker to prepay the Note pursuant to Section 3.7 hereof
for the greater of a period of ten (10) days after receipt by such holder of a
Notice of Triggering Event or for so long as such Triggering Event is
continuing.

          (j) Payment of Prepayment Price. Upon the Maker's receipt of a
Notice(s) of Prepayment at Option of Holder Upon Triggering Event or a Notice(s)
of Prepayment at Option of Holder Upon Major Transaction from any holder of the
Notes, the Maker shall immediately notify each holder of the Notes by facsimile
of the Maker's receipt of such Notice(s) of Prepayment at Option of Holder Upon
Triggering Event or Notice(s) of Prepayment at Option of Holder Upon Major
Transaction and each holder which has sent such a notice shall promptly submit
to the Maker such holder's certificates representing the Notes which such holder
has elected to have prepaid. The Maker shall deliver the applicable Triggering
Event Prepayment Price, in the case of a prepayment pursuant to Section 3.7(i),
to such holder within five (5) business days after the Maker's receipt of a
Notice of Prepayment at Option of Holder Upon Triggering Event and, in the case
of a prepayment pursuant to Section 3.7(h), the Maker shall


                                      -17-

<PAGE>

deliver the applicable Major Transaction Prepayment Price immediately prior to
the consummation of the Major Transaction; provided that a holder's original
Note shall have been so delivered to the Maker; provided further that if the
Maker is unable to prepay all of the Notes to be prepaid, the Maker shall prepay
an amount from each holder of the Notes being prepaid equal to such holder's
pro-rata amount (based on the number of Notes held by such holder relative to
the number of Notes outstanding) of all Notes being prepaid. If the Maker shall
fail to prepay all of the Notes submitted for prepayment (other than pursuant to
a dispute as to the arithmetic calculation of the Prepayment Price), in addition
to any remedy such holder of the Notes may have under this Note and the Purchase
Agreement, the applicable Prepayment Price payable in respect of such Notes not
prepaid shall bear interest at the rate of two percent (2%) per month (prorated
for partial months) until paid in full. Until the Maker pays such unpaid
applicable Prepayment Price in full to a holder of the Notes submitted for
prepayment, such holder shall have the option (the "Void Optional Prepayment
Option") to, in lieu of prepayment, require the Maker to promptly return to such
holder(s) all of the Notes that were submitted for prepayment by such holder(s)
under this Section 3.7 and for which the applicable Prepayment Price has not
been paid, by sending written notice thereof to the Maker via facsimile (the
"Void Optional Prepayment Notice"). Upon the Maker's receipt of such Void
Optional Prepayment Notice(s) and prior to payment of the full applicable
Prepayment Price to such holder, (i) the Notice(s) of Prepayment at Option of
Holder Upon Triggering Event or the Notice(s) of Prepayment at Option of Holder
Upon Major Transaction, as the case may be, shall be null and void with respect
to those Notes submitted for prepayment and for which the applicable Prepayment
Price has not been paid, (ii) the Maker shall immediately return any Notes
submitted to the Maker by each holder for prepayment under this Section 3.7(j)
and for which the applicable Prepayment Price has not been paid and (iii) the
Conversion Price of such returned Notes shall be adjusted to the lesser of (A)
the Conversion Price as in effect on the date on which the Void Optional
Prepayment Notice(s) is delivered to the Maker and (B) the lowest Closing Bid
Price during the period beginning on the date on which the Notice(s) of
Prepayment of Option of Holder Upon Major Transaction or the Notice(s) of
Prepayment at Option of Holder Upon Triggering Event, as the case may be, is
delivered to the Maker and ending on the date on which the Void Optional
Prepayment Notice(s) is delivered to the Maker; provided that no adjustment
shall be made if such adjustment would result in an increase of the Conversion
Price then in effect. A holder's delivery of a Void Optional Prepayment Notice
and exercise of its rights following such notice shall not effect the Maker's
obligations to make any payments which have accrued prior to the date of such
notice. Payments provided for in this Section 3.7 shall have priority to
payments to other stockholders in connection with a Major Transaction.

          (k) Intentionally Omitted.

          Section 3.8 Inability to Fully Convert.

          (a) Holder's Option if Maker Cannot Fully Convert. Subject to Section
3.21 of the Purchase Agreement, if, upon the Maker's receipt of a Conversion
Notice, the Maker cannot issue shares of Common Stock registered for resale
under the Registration Statement for any reason, including, without limitation,
because the Maker (w) does not have a sufficient number of shares of Common
Stock authorized and available, (x) is otherwise prohibited by applicable law or
by the rules or regulations of any stock exchange, interdealer quotation system
or other self-regulatory organization with jurisdiction over the Maker or any of
its securities from


                                      -18-

<PAGE>

issuing all of the Common Stock which is to be issued to the Holder pursuant to
a Conversion Notice or (y) fails to have a sufficient number of shares of Common
Stock registered for resale under the Registration Statement, then the Maker
shall issue as many shares of Common Stock as it is able to issue in accordance
with the Holder's Conversion Notice and, with respect to the unconverted portion
of this Note, the Holder, solely at Holder's option, can elect to:

               (i) require the Maker to prepay that portion of this Note for
which the Maker is unable to issue Common Stock in accordance with the Holder's
Conversion Notice (the "Mandatory Prepayment") at a price per share equal to the
Triggering Event Prepayment Price as of such Conversion Date (the "Mandatory
Prepayment Price");

               (ii) if the Maker's inability to fully convert is pursuant to
Section 3.8(a)(x) above, require the Maker to issue restricted shares of Common
Stock in accordance with such holder's Conversion Notice;

               (iii) void its Conversion Notice and retain or have returned, as
the case may be, this Note that was to be converted pursuant to the Conversion
Notice (provided that the Holder's voiding its Conversion Notice shall not
effect the Maker's obligations to make any payments which have accrued prior to
the date of such notice);

               (iv) exercise its Buy-In rights pursuant to and in accordance
with the terms and provisions of Section 3.3(c) of this Note.

In the event a Holder shall elect to convert any portion of its Notes as
provided herein, the Maker cannot refuse conversion based on any claim that such
Holder or any one associated or affiliated with such Holder has been engaged in
any violation of law, violation of an agreement to which such Holder is a party
or for any reason whatsoever, unless, an injunction from a court, on notice,
restraining and or adjoining conversion of all or of said Notes shall have been
issued and the Maker posts a surety bond for the benefit of such Holder in an
amount equal to 130% of the principal amount of the Notes the Holder has elected
to convert, which bond shall remain in effect until the completion of
arbitration/litigation of the dispute and the proceeds of which shall be payable
to such Holder in the event it obtains judgment.

          (b) Mechanics of Fulfilling Holder's Election. The Maker shall
immediately send via facsimile to the Holder, upon receipt of a facsimile copy
of a Conversion Notice from the Holder which cannot be fully satisfied as
described in Section 3.8(a) above, a notice of the Maker's inability to fully
satisfy the Conversion Notice (the "Inability to Fully Convert Notice"). Such
Inability to Fully Convert Notice shall indicate (i) the reason why the Maker is
unable to fully satisfy such holder's Conversion Notice, (ii) the amount of this
Note which cannot be converted and (iii) the applicable Mandatory Prepayment
Price. The Holder shall notify the Maker of its election pursuant to Section
3.8(a) above by delivering written notice via facsimile to the Maker ("Notice in
Response to Inability to Convert").

          (c) Payment of Prepayment Price. If the Holder shall elect to have its
Notes prepaid pursuant to Section 3.8(a)(i) above, the Maker shall pay the
Mandatory Prepayment Price to the Holder within thirty (30) days of the Maker's
receipt of the Holder's Notice in Response to Inability to Convert, provided
that prior to the Maker's receipt of the Holder's Notice


                                      -19-

<PAGE>

in Response to Inability to Convert the Maker has not delivered a notice to the
Holder stating, to the satisfaction of the Holder, that the event or condition
resulting in the Mandatory Prepayment has been cured and all Conversion Shares
issuable to the Holder can and will be delivered to the Holder in accordance
with the terms of this Note. If the Maker shall fail to pay the applicable
Mandatory Prepayment Price to the Holder on the date that is one (1) business
day following the Maker's receipt of the Holder's Notice in Response to
Inability to Convert (other than pursuant to a dispute as to the determination
of the arithmetic calculation of the Prepayment Price), in addition to any
remedy the Holder may have under this Note and the Purchase Agreement, such
unpaid amount shall bear interest at the rate of two percent (2%) per month
(prorated for partial months) until paid in full. Until the full Mandatory
Prepayment Price is paid in full to the Holder, the Holder may (i) void the
Mandatory Prepayment with respect to that portion of the Note for which the full
Mandatory Prepayment Price has not been paid, (ii) receive back such Note, and
(iii) require that the Conversion Price of such returned Note be adjusted to the
lesser of (A) the Conversion Price as in effect on the date on which the Holder
voided the Mandatory Prepayment and (B) the lowest Closing Bid Price during the
period beginning on the Conversion Date and ending on the date the Holder voided
the Mandatory Prepayment.

          (d) Pro-rata Conversion and Prepayment. In the event the Maker
receives a Conversion Notice from more than one holder of the Notes on the same
day and the Maker can convert and prepay some, but not all, of the Notes
pursuant to this Section 3.8, the Maker shall convert and prepay from each
holder of the Notes electing to have its Notes converted and prepaid at such
time an amount equal to such holder's pro-rata amount (based on the principal
amount of the Notes held by such holder relative to the principal amount of the
Notes outstanding) of all the Notes being converted and prepaid at such time.

          Section 3.9 No Rights as Shareholder. Nothing contained in this Note
shall be construed as conferring upon the Holder, prior to the conversion of
this Note, the right to vote or to receive dividends or to consent or to receive
notice as a shareholder in respect of any meeting of shareholders for the
election of directors of the Maker or of any other matter, or any other rights
as a shareholder of the Maker.

                                   ARTICLE IV

                                  MISCELLANEOUS

          Section 4.1 Notices. Any notice, demand, request, waiver or other
communication required or permitted to be given hereunder shall be in writing
and shall be effective (a) upon hand delivery, telecopy or facsimile at the
address or number designated in the Purchase Agreement (if delivered on a
business day during normal business hours where such notice is to be received),
or the first business day following such delivery (if delivered other than on a
business day during normal business hours where such notice is to be received)
or (b) on the third business day following the date of mailing by express
courier service, fully prepaid, addressed to such address, or upon actual
receipt of such mailing, whichever shall first occur. The Maker will give
written notice to the Holder at least ten (10) days prior to the date on which
the Maker takes a record (x) with respect to any dividend or distribution upon
the Common Stock, (y) with respect to any pro rata subscription offer to holders
of Common Stock or (z) for


                                      -20-

<PAGE>

determining rights to vote with respect to any Organic Change, dissolution,
liquidation or winding-up provided, notwithstanding the foregoing in no event
shall such notice be provided to such holder prior to such information being
made known to the public. The Maker will also give written notice to the Holder
at least ten (10) days prior to the date on which any Organic Change,
dissolution, liquidation or winding-up will take place provided, notwithstanding
the foregoing in no event shall such notice be provided to the Holder prior to
such information being made known to the public. The Maker shall promptly notify
the Holder of this Note of any notices sent or received, or any actions taken
with respect to the Other Notes.

          Section 4.2 Governing Law. This Note shall be governed by and
construed in accordance with the internal laws of the State of New York, without
giving effect to any of the conflicts of law principles which would result in
the application of the substantive law of another jurisdiction. This Note shall
not be interpreted or construed with any presumption against the party causing
this Note to be drafted.

          Section 4.3 Headings. Article and section headings in this Note are
included herein for purposes of convenience of reference only and shall not
constitute a part of this Note for any other purpose.

          Section 4.4 Remedies, Characterizations, Other Obligations, Breaches
and Injunctive Relief. The remedies provided in this Note shall be cumulative
and in addition to all other remedies available under this Note, at law or in
equity (including, without limitation, a decree of specific performance and/or
other injunctive relief), no remedy contained herein shall be deemed a waiver of
compliance with the provisions giving rise to such remedy and nothing herein
shall limit a holder's right to pursue actual damages for any failure by the
Maker to comply with the terms of this Note. Amounts set forth or provided for
herein with respect to payments, conversion and the like (and the computation
thereof) shall be the amounts to be received by the holder thereof and shall
not, except as expressly provided herein, be subject to any other obligation of
the Maker (or the performance thereof). The Maker acknowledges that a breach by
it of its obligations hereunder will cause irreparable and material harm to the
Holder and that the remedy at law for any such breach may be inadequate.
Therefore the Maker agrees that, in the event of any such breach or threatened
breach, the Holder shall be entitled, in addition to all other available rights
and remedies, at law or in equity, to seek and obtain such equitable relief,
including but not limited to an injunction restraining any such breach or
threatened breach, without the necessity of showing economic loss and without
any bond or other security being required.

          Section 4.5 Enforcement Expenses. The Maker agrees to pay all costs
and expenses of enforcement of this Note, including, without limitation,
reasonable attorneys' fees and expenses.

          Section 4.6 Binding Effect. The obligations of the Maker and the
Holder set forth herein shall be binding upon the successors and assigns of each
such party, whether or not such successors or assigns are permitted by the terms
hereof.

          Section 4.7 Amendments. This Note may not be modified or amended in
any manner except in writing executed by the Maker and the Holder.


                                      -21-

<PAGE>

          Section 4.8 Compliance with Securities Laws. The Holder of this Note
acknowledges that this Note is being acquired solely for the Holder's own
account and not as a nominee for any other party, and for investment, and that
the Holder shall not offer, sell or otherwise dispose of this Note. This Note
and any Note issued in substitution or replacement therefor shall be stamped or
imprinted with a legend in substantially the following form:

          "THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION
          HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
          AMENDED (THE "ACT"), OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT
          BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT
          BY THE MAKER OF AN OPINION OF COUNSEL IN THE FORM, SUBSTANCE AND SCOPE
          REASONABLY SATISFACTORY TO THE MAKER THAT THIS NOTE AND THE SHARES OF
          COMMON STOCK ISSUABLE UPON CONVERSION HEREOF HAVE MAY BE SOLD,
          TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION
          FROM REGISTRATION UNDER THE ACT AND SUCH STATE SECURITIES LAWS."

          Section 4.9 Consent to Jurisdiction. Each of the Maker and the Holder
(i) hereby irrevocably submits to the exclusive jurisdiction of the United
States District Court sitting in the Southern District of New York and the
courts of the State of New York located in New York county for the purposes of
any suit, action or proceeding arising out of or relating to this Note and (ii)
hereby waives, and agrees not to assert in any such suit, action or proceeding,
any claim that it is not personally subject to the jurisdiction of such court,
that the suit, action or proceeding is brought in an inconvenient forum or that
the venue of the suit, action or proceeding is improper. Each of the Maker and
the Holder consents to process being served in any such suit, action or
proceeding by mailing a copy thereof to such party at the address in effect for
notices to it under the Purchase Agreement and agrees that such service shall
constitute good and sufficient service of process and notice thereof. Nothing in
this Section 4.9 shall affect or limit any right to serve process in any other
manner permitted by law. Each of the Maker and the Holder hereby agree that the
prevailing party in any suit, action or proceeding arising out of or relating to
this Note shall be entitled to reimbursement for reasonable legal fees from the
non-prevailing party.

          Section 4.10 Parties in Interest. This Note shall be binding upon,
inure to the benefit of and be enforceable by the Maker, the Holder and their
respective successors and permitted assigns.

          Section 4.11 Failure or Indulgence Not Waiver. No failure or delay on
the part of the Holder in the exercise of any power, right or privilege
hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise of any such power, right or privilege preclude other or further
exercise thereof or of any other right, power or privilege.


                                      -22-

<PAGE>

          Section 4.12 Maker Waivers. Except as otherwise specifically provided
herein, the Maker and all others that may become liable for all or any part of
the obligations evidenced by this Note, hereby waive presentment, demand, notice
of nonpayment, protest and all other demands' and notices in connection with the
delivery, acceptance, performance and enforcement of this Note, and do hereby
consent to any number of renewals of extensions of the time or payment hereof
and agree that any such renewals or extensions may be made without notice to any
such persons and without affecting their liability herein and do further consent
to the release of any person liable hereon, all without affecting the liability
of the other persons, firms or Maker liable for the payment of this Note, AND DO
HEREBY WAIVE TRIAL BY JURY.

          (a) No delay or omission on the part of the Holder in exercising its
rights under this Note, or course of conduct relating hereto, shall operate as a
waiver of such rights or any other right of the Holder, nor shall any waiver by
the Holder of any such right or rights on any one occasion be deemed a waiver of
the same right or rights on any future occasion.

          (b) THE MAKER ACKNOWLEDGES THAT THE TRANSACTION OF WHICH THIS NOTE IS
A PART IS A COMMERCIAL TRANSACTION, AND TO THE EXTENT ALLOWED BY APPLICABLE LAW,
HEREBY WAIVES ITS RIGHT TO NOTICE AND HEARING WITH RESPECT TO ANY PREJUDGMENT
REMEDY WHICH THE HOLDER OR ITS SUCCESSORS OR ASSIGNS MAY DESIRE TO USE.

          Section 4.13 Definitions. For the purposes hereof, the following terms
shall have the following meanings:

          "Person" means an individual or a corporation, partnership, trust,
incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or political subdivision
thereof) or other entity of any kind.

          "Trading Day" means (a) a day on which the Common Stock is traded on
the OTC Bulletin Board, or (b) if the Common Stock is not traded on the OTC
Bulletin Board, a day on which the Common Stock is quoted in the
over-the-counter market as reported by the National Quotation Bureau
Incorporated (or any similar organization or agency succeeding its functions of
reporting prices); provided, however, that in the event that the Common Stock is
not listed or quoted as set forth in (a) or (b) hereof, then Trading Day shall
mean any day except Saturday, Sunday and any day which shall be a legal holiday
or a day on which banking institutions in the State of New York are authorized
or required by law or other government action to close.

                                        REMOTE DYNAMICS, INC.


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                      -23-

<PAGE>

                                    EXHIBIT A

                                WIRE INSTRUCTIONS

Payee: ________________________________________________________

Bank: _________________________________________________________

Address: ______________________________________________________

         ______________________________________________________

Bank No.: _____________________________________________________

Account No.: __________________________________________________

Account Name: _________________________________________________


                                      -24-

<PAGE>

                                     FORM OF

                              NOTICE OF CONVERSION

     (To be Executed by the Registered Holder in order to Convert the Note)

The undersigned hereby irrevocably elects to convert $________________ of the
principal amount of the above Note No. ___ into shares of Common Stock of Remote
Dynamics, Inc. (the "Maker") according to the conditions hereof, as of the date
written below.

Date of Conversion _________________________________________________________

Applicable Conversion Price __________________________________________________

Number of shares of Common Stock beneficially owned or deemed beneficially owned
by the Holder on the Date of Conversion: _________________________


Signature
          --------------------------------------------------
          [Name]

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

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


                                      -25-

<PAGE>

                                   EXHIBIT B-2
                 FORM OF ORIGINAL ISSUE DISCOUNT SERIES A NOTE

                                                                  EXECUTION COPY

THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION HEREOF HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR
APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE MAKER OF AN
OPINION OF COUNSEL IN THE FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO
THE MAKER THAT THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION
HEREOF MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION
FROM REGISTRATION UNDER THE ACT AND SUCH STATE SECURITIES LAWS.

                              REMOTE DYNAMICS, INC.

   Original Issue Discount Series A Senior Secured Convertible Promissory Note
                              due February __, 2008

No. ZCN-A-06-__                                                     $___________
Dated: February __, 2006

     For value received, Remote Dynamics, Inc., a Delaware corporation (the
"Maker"), hereby promises to pay to the order of _______________________
(together with its successors, representatives, and permitted assigns, the
"Holder"), in accordance with the terms hereinafter provided, the principal
amount of ________________________ ($______________), together with interest
thereon. Concurrently with the issuance of this Note, the Maker is issuing
separate series A senior secured convertible promissory notes and separate
original issue discount series A senior secured convertible promissory notes
(the "Other Notes") to separate purchasers (the "Other Holders") pursuant to the
Purchase Agreement (as defined in Section 1.1 hereof).

     All payments under or pursuant to this Note shall be made in United States
Dollars in immediately available funds to the Holder at the address of the
Holder first set forth above or at such other place as the Holder may designate
from time to time in writing to the Maker or by wire transfer of funds to the
Holder's account, instructions for which are attached hereto as Exhibit A. The
outstanding principal balance of this Note shall be due and payable on February
__, 2008 (the "Maturity Date") or at such earlier time as provided herein.

                                    ARTICLE I

          Section 1.1 Purchase Agreement. This Note has been executed and
delivered pursuant to the Note and Warrant Purchase Agreement dated as of
February __, 2006 (the "Purchase Agreement") by and among the Maker and the
purchasers listed therein. Capitalized terms used and not otherwise defined
herein shall have the meanings set forth for such terms in the Purchase
Agreement.

<PAGE>

          Section 1.2 Payment of Principal.

          (a) Commencing on September __, 2006 [the first business day of the
seventh (7th) month following the Issuance Date (as defined in Section 2.1(b))]
and continuing thereafter on the first business day of each month (a "Principal
Payment Date"), the Maker shall pay an amount to the Holder equal to 1/18th of
the original principal amount of this Note (the "Principal Installment Amount");
provided, however, if on any Principal Payment Date, the outstanding principal
amount of this Note is less than the Principal Installment Amount, then the
Maker shall pay to the Holder such lesser amount. The Maker may pay such
Principal Installment Amount in cash or registered shares of the Maker's common
stock, par value $.01 per share (the "Common Stock"). If the Maker elects to pay
the Principal Installment Amount in cash such amount shall be wired in
immediately available funds on the Principal Payment Date; provided, however,
that if the Holder has delivered a Conversion Notice to the Maker or delivers a
Conversion Notice prior to the Principal Payment Date, the Holder shall indicate
in such Conversion Notice whether the principal amount of this Note to be so
converted shall be applied against the final Principal Installment Amount or
some other Principal Installment Amount. The Maker shall provide irrevocable
written notice to the Holder of the form of payment of the Principal Installment
Amount at least twenty (20) days prior to the first day of each month for which
a Principal Installment Amount is required to be made by the Maker.

          (b) If the Maker elects to pay the Principal Installment Amount in
registered shares of Common Stock, the number of registered shares of Common
Stock to be issued to the Holder shall be an amount equal to the Principal
Installment Amount divided by eighty percent (80%) of the average of the Closing
Bid Price (as defined in Section 1.2(c) hereof) for the ten (10) Trading Days
immediately preceding the Principal Payment Date; provided, however, that if the
Holder has delivered a Conversion Notice to the Maker or delivers a Conversion
Notice prior to the Principal Payment Date, the Holder shall indicate in such
Conversion Notice whether the principal amount of this Note to be so converted
shall be applied against the final Principal Installment Amount or some other
Principal Installment Amount. Notwithstanding the foregoing to the contrary, the
Maker may elect to pay the Principal Installment Amount in registered shares of
Common Stock on any Principal Payment Date only if (A) the registration
statement providing for the resale of the shares of Common Stock issuable upon
conversion of this Note (the "Registration Statement") is effective and has been
effective, without lapse or suspension of any kind, for a period of twenty (20)
consecutive calendar days, (B) trading in the Common Stock shall not have been
suspended by the Securities and Exchange Commission or the OTC Bulletin Board
(or other exchange or market on which the Common Stock is trading), (C) no Event
of Default exists and is continuing, and (D) the issuance of shares of Common
Stock on the Principal Payment Date does not violate the provisions of Section
3.4 hereof.

          (c) The term "Closing Bid Price" shall mean, on any particular date
(i) the last trading price per share of the Common Stock on such date on the OTC
Bulletin Board or another registered national stock exchange on which the Common
Stock is then listed, or if there is no such price on such date, then the last
trading price on such exchange or quotation system on the date nearest preceding
such date, or (ii) if the Common Stock is not listed then on the OTC Bulletin
Board or any registered national stock exchange, the last trading price for a
share of Common Stock in the over-the-counter market, as reported by the OTC
Bulletin Board or in the National Quotation Bureau Incorporated or similar
organization or agency succeeding to its


                                      -2-

<PAGE>

functions of reporting prices) at the close of business on such date, or (iii)
if the Common Stock is not then reported by the OTC Bulletin Board or the
National Quotation Bureau Incorporated (or similar organization or agency
succeeding to its functions of reporting prices), then the average of the "Pink
Sheet" quotes for the relevant conversion period, as determined in good faith by
the Holder, or (iv) if the Common Stock is not then publicly traded the fair
market value of a share of Common Stock as determined by the Holder and
reasonably acceptable to the Maker.

          Section 1.3 Security Agreement. The obligations of the Maker hereunder
are secured by a continuing security interest in certain assets of the Maker
pursuant to the terms of a security agreement dated as of February __, 2006 by
and among the Maker, on the one hand, and the Holder and the Other Holders, on
the other hand.

          Section 1.4 Payment on Non-Business Days. Whenever any payment to be
made shall be due on a Saturday, Sunday or a public holiday under the laws of
the State of New York, such payment may be due on the next succeeding business
day.

          Section 1.5 Transfer. This Note may be transferred or sold, subject to
the provisions of Section 4.8 of this Note, or pledged, hypothecated or
otherwise granted as security by the Holder.

          Section 1.6 Replacement. Upon receipt of a duly executed, notarized
and unsecured written statement from the Holder with respect to the loss, theft
or destruction of this Note (or any replacement hereof) and a standard
indemnity, or, in the case of a mutilation of this Note, upon surrender and
cancellation of such Note, the Maker shall issue a new Note, of like tenor and
amount, in lieu of such lost, stolen, destroyed or mutilated Note.

                                   ARTICLE II

                           EVENTS OF DEFAULT; REMEDIES

          Section 2.1 Events of Default. The occurrence of any of the following
events shall be an "Event of Default" under this Note:

          (a) the Maker shall fail to make the Principal Installment Amount on a
Principal Payment Date and such default is not fully cured within one (1)
business day after the occurrence thereof; or

          (b) the failure of the Registration Statement to be declared effective
by the Securities and Exchange Commission on or prior to the date which is one
hundred eighty (180) days after the date of the initial issuance of this Note
(the "Issuance Date"); or

          (c) the suspension from listing, without subsequent listing on any one
of, or the failure of the Common Stock to be listed on at least one of the OTC
Bulletin Board, the American Stock Exchange, the Nasdaq National Market, the
Nasdaq SmallCap Market or The New York Stock Exchange, Inc. for a period of five
(5) consecutive Trading Days; or


                                      -3-

<PAGE>

          (d) the Maker's notice to the Holder, including by way of public
announcement, at any time, of its inability to comply (including for any of the
reasons described in Section 3.8(a) hereof) or its intention not to comply with
proper requests for conversion of this Note into shares of Common Stock; or

          (e) the Maker shall fail to (i) timely deliver the shares of Common
Stock upon conversion of the Note, (ii) file the Registration Statement in
accordance with the terms of the Registration Rights Agreement or (iii) make the
payment of any fees and/or liquidated damages under this Note, the Purchase
Agreement or the Registration Rights Agreement, which failure in the case of
items (i) and (iii) of this Section 2.1(e) is not remedied within five (5)
business days after the incurrence thereof; or

          (f) while the Registration Statement is required to be maintained
effective pursuant to the terms of the Registration Rights Agreement, the
effectiveness of the Registration Statement lapses for any reason (including,
without limitation, the issuance of a stop order) or is unavailable to the
Holder for sale of the Registrable Securities (as defined in the Registration
Rights Agreement) in accordance with the terms of the Registration Rights
Agreement, and such lapse or unavailability continues for a period of ten (10)
consecutive Trading Days, provided that the Maker has not exercised its rights
pursuant to Section 3(n) of the Registration Rights Agreement (which exercise is
not an Event of Default hereunder); or

          (g) default shall be made in the performance or observance of (i) any
material covenant, condition or agreement contained in this Note (other than as
set forth in clause (f) of this Section 2.1) and such default is not fully cured
within five (5) business days after the Maker receives notice from the Holder of
the occurrence thereof or (ii) any material covenant, condition or agreement
contained in the Purchase Agreement, the Other Notes, the Registration Rights
Agreement or any other Transaction Document which is not covered by any other
provisions of this Section 2.1 and such default is not fully cured within five
(5) business days after the Maker receives notice from the Holder of the
occurrence thereof; or

          (h) any material representation or warranty made by the Maker herein
or in the Purchase Agreement, the Registration Rights Agreement, the Other Notes
or any other Transaction Document shall prove to have been false or incorrect or
breached in a material respect on the date as of which made; or

          (i) the Maker shall (A) default in any payment of any amount or
amounts of principal of or interest on any Indebtedness (other than the
Indebtedness hereunder) the aggregate principal amount of which Indebtedness is
in excess of $100,000 or (B) default in the observance or performance of any
other agreement or condition relating to any Indebtedness in excess of $100,000
or contained in any instrument or agreement evidencing, securing or relating
thereto, or any other event shall occur or condition exist, the effect of which
default or other event or condition is to cause, or to permit the holder or
holders or beneficiary or beneficiaries of such Indebtedness to cause with the
giving of notice if required, such Indebtedness to become due prior to its
stated maturity; or

          (j) the Maker shall (i) apply for or consent to the appointment of, or
the taking of possession by, a receiver, custodian, trustee or liquidator of
itself or of all or a


                                      -4-

<PAGE>

substantial part of its property or assets, (ii) make a general assignment for
the benefit of its creditors, (iii) commence a voluntary case under the United
States Bankruptcy Code (as now or hereafter in effect) or under the comparable
laws of any jurisdiction (foreign or domestic), (iv) file a petition seeking to
take advantage of any bankruptcy, insolvency, moratorium, reorganization or
other similar law affecting the enforcement of creditors' rights generally which
is not dismissed within 30 days, (v) acquiesce in writing to any petition filed
against it in an involuntary case under United States Bankruptcy Code (as now or
hereafter in effect) or under the comparable laws of any jurisdiction (foreign
or domestic) which is not dismissed within 60 days, (vi) issue a notice of
bankruptcy or winding down of its operations or issue a press release regarding
same, or (vii) take any action under the laws of any jurisdiction (foreign or
domestic) analogous to any of the foregoing; or

          (k) a proceeding or case shall be commenced in respect of the Maker,
without its application or consent, in any court of competent jurisdiction,
seeking (i) the liquidation, reorganization, moratorium, dissolution, winding
up, or composition or readjustment of its debts, (ii) the appointment of a
trustee, receiver, custodian, liquidator or the like of it or of all or any
substantial part of its assets in connection with the liquidation or dissolution
of the Maker or (iii) similar relief in respect of it under any law providing
for the relief of debtors, and such proceeding or case described in clause (i),
(ii) or (iii) shall continue undismissed, or unstayed and in effect, for a
period of thirty (30) days or any order for relief shall be entered in an
involuntary case under United States Bankruptcy Code (as now or hereafter in
effect) or under the comparable laws of any jurisdiction (foreign or domestic)
against the Maker or action under the laws of any jurisdiction (foreign or
domestic) analogous to any of the foregoing shall be taken with respect to the
Maker and shall continue undismissed, or unstayed and in effect for a period of
thirty (30) days; or

          (l) the failure of the Maker to instruct its transfer agent to remove
any legends from shares of Common Stock eligible to be sold under Rule 144 of
the Securities Act and issue such unlegended certificates to the Holder within
three (3) business days of the Holder's request so long as the Holder has
complied with Section 5.1 of the Purchase Agreement; or

          (m) the failure of the Maker to pay any amounts due to the Holder
herein or in the Purchase Agreement or the Registration Rights Agreement within
three (3) business days of the date such payments are due;

          (n) the occurrence of an Event of Default under the Other Notes; or

          (o) the failure of the Maker to obtain Stockholder Approval to
increase the authorized shares of Common Stock in accordance with Section 3.21
of the Purchase Agreement.

          Section 2.2 Remedies Upon An Event of Default. If an Event of Default
shall have occurred and shall be continuing, the Holder of this Note may at any
time at its option, (a) pursuant to Section 3.7(a) hereof, declare the entire
unpaid principal balance of this Note due and payable, and thereupon, the same
shall be accelerated and so due and payable, without presentment, demand,
protest, or notice, all of which are hereby expressly unconditionally and
irrevocably waived by the Maker; provided, however, that upon the occurrence of
an Event of Default described in (i) Sections 2.1 (j) or (k), the outstanding
principal balance hereunder shall


                                      -5-

<PAGE>

be automatically due and payable and (ii) Sections 2.1 (b)-(i), the Holder may
demand the prepayment of this Note pursuant to Section 3.7 hereof, (b) demand
that the principal amount of this Note then outstanding shall be converted into
shares of Common Stock at a Conversion Price per share calculated pursuant to
Sections 3.1 and 3.4 hereof assuming that the date that the Event of Default
occurs is the Conversion Date (as defined in Section 3.1 hereof), or (c)
exercise or otherwise enforce any one or more of the Holder's rights, powers,
privileges, remedies and interests under this Note, the Purchase Agreement, the
Registration Rights Agreement or applicable law. Upon the occurrence of an Event
of Default, the Maker will pay interest to the Holder, payable on demand, on the
outstanding principal balance of the Note from the date of the Event of the
Default until such Event of Default is cured at the rate equal to the lesser of
ten percent (10%) and the maximum applicable legal rate per annum. No course of
delay on the part of the Holder shall operate as a waiver thereof or otherwise
prejudice the right of the Holder. No remedy conferred hereby shall be exclusive
of any other remedy referred to herein or now or hereafter available at law, in
equity, by statute or otherwise.

                                   ARTICLE III

                      CONVERSION; ANTIDILUTION; PREPAYMENT

          Section 3.1 Conversion Option.

          (a) At any time on or after the Issuance Date, this Note shall be
convertible (in whole or in part), at the option of the Holder (the "Conversion
Option"), into such number of fully paid and non-assessable shares of Common
Stock (the "Conversion Rate") as is determined by dividing (x) that portion of
the outstanding principal balance under this Note as of such date that the
Holder elects to convert by (y) the Conversion Price (as defined in Section
3.2(a) hereof) then in effect on the date on which the Holder faxes a notice of
conversion (the "Conversion Notice"), duly executed, to the Maker (facsimile
number (972) 301-2263, Attn.: Chief Executive Officer) (the "Voluntary
Conversion Date"), provided, however, that the Conversion Price shall be subject
to adjustment as described in Section 3.6 below. The Holder shall deliver this
Note to the Maker at the address designated in the Purchase Agreement at such
time that this Note is fully converted. With respect to partial conversions of
this Note, the Maker shall keep written records of the amount of this Note
converted as of each Conversion Date.

          (b) On the Mandatory Conversion Date (as defined below), the Maker may
cause the principal amount of this Note to convert into a number of fully paid
and nonassessable shares of Common Stock equal to the quotient of (i) the
principal amount of this Note outstanding on the Mandatory Conversion Date
divided by (ii) the Conversion Price in effect on the Mandatory Conversion Date
by providing five (5) business days prior written notice of such Mandatory
Conversion Date. As used herein, a "Mandatory Conversion Date" shall be a date
following the effective date of the Registration Statement in which the Closing
Bid Price exceeds two hundred fifty percent (250%) of the Conversion Price for a
period of twelve (12) consecutive Trading Days and the average daily trading
volume for such twelve (12) consecutive Trading Day period exceeds 750,000
shares of Common Stock; provided, that (A) the Registration Statement is
effective and has been effective, without lapse or suspension of any kind, for a
period of thirty (30) consecutive calendar days immediately preceding the
Mandatory


                                      -6-

<PAGE>

Conversion Date, (B) trading in the Common Stock shall not have been suspended
by the Securities and Exchange Commission or the OTC Bulletin Board (or other
exchange or market on which the Common Stock is trading), (C) no Event of
Default exists and is continuing, (D) the issuance of shares of Common Stock on
the Mandatory Conversion Date pursuant to such mandatory conversion does not
violate the provisions of Section 3.4 hereof, and (E) the Maker is not in
possession of any material non-public information. Notwithstanding the foregoing
to the contrary, the Mandatory Conversion Date shall be extended for as long as
a Triggering Event (as defined in Section 3.7(f) hereof) shall have occurred and
be continuing. The Mandatory Conversion Date and the Voluntary Conversion Date
collectively are referred to in this Note as the "Conversion Date."

          Section 3.2 Conversion Price.

          (a) The term "Conversion Price" shall mean $0.20, subject to
adjustment under Section 3.6 hereof.

          (b) Notwithstanding any of the foregoing to the contrary, if during
any period (a "Black-out Period"), a Holder is unable to trade any Common Stock
issued or issuable upon conversion of this Note immediately due to the
postponement of filing or delay or suspension of effectiveness of the
Registration Statement or because the Maker has otherwise informed such Holder
that an existing prospectus cannot be used at that time in the sale or transfer
of such Common Stock (provided that such postponement, delay, suspension or fact
that the prospectus cannot be used is not due to factors solely within the
control of the Holder of this Note or due to the Maker exercising its rights
under Section 3(n) of the Registration Rights Agreement), such Holder shall have
the option but not the obligation on any Conversion Date within ten (10) Trading
Days following the expiration of the Black-out Period of using the Conversion
Price applicable on such Conversion Date or any Conversion Price selected by
such Holder that would have been applicable had such Conversion Date been at any
earlier time during the Black-out Period or within the ten (10) Trading Days
thereafter. In no event shall the Black-out Period have any effect on the
Maturity Date of this Note.

          Section 3.3 Mechanics of Conversion.

          (a) Not later than three (3) Trading Days after any Conversion Date,
the Maker or its designated transfer agent, as applicable, shall issue and
deliver to the Depository Trust Company ("DTC") account on the Holder's behalf
via the Deposit Withdrawal Agent Commission System ("DWAC") as specified in the
Conversion Notice, registered in the name of the Holder or its designee, for the
number of shares of Common Stock to which the Holder shall be entitled. In the
alternative, not later than three (3) Trading Days after any Conversion Date,
the Maker shall deliver to the applicable Holder by express courier a
certificate or certificates which shall be free of restrictive legends and
trading restrictions (other than those required by Section 5.1 of the Purchase
Agreement) representing the number of shares of Common Stock being acquired upon
the conversion of this Note (the "Delivery Date"). Notwithstanding the foregoing
to the contrary, the Maker or its transfer agent shall only be obligated to
issue and deliver the shares to the DTC on the Holder's behalf via DWAC (or
certificates free of restrictive legends) if such conversion is in connection
with a sale and the Holder has complied with the applicable prospectus delivery
requirements (as evidenced by documentation furnished to and


                                      -7-

<PAGE>

reasonably satisfactory to the Maker). If in the case of any Conversion Notice
such certificate or certificates are not delivered to or as directed by the
applicable Holder by the Delivery Date, the Holder shall be entitled by written
notice to the Maker at any time on or before its receipt of such certificate or
certificates thereafter, to rescind such conversion, in which event the Maker
shall immediately return this Note tendered for conversion, whereupon the Maker
and the Holder shall each be restored to their respective positions immediately
prior to the delivery of such notice of revocation, except that any amounts
described in Sections 3.3(b) and (c) shall be payable through the date notice of
rescission is given to the Maker.

          (b) The Maker understands that a delay in the delivery of the shares
of Common Stock upon conversion of this Note beyond the Delivery Date could
result in economic loss to the Holder. If the Maker fails to deliver to the
Holder such shares via DWAC or a certificate or certificates pursuant to this
Section hereunder by the Delivery Date, the Maker shall pay to such Holder, in
cash, an amount per Trading Day for each Trading Day until such shares are
delivered via DWAC or certificates are delivered, together with interest on such
amount at a rate of 10% per annum, accruing until such amount and any accrued
interest thereon is paid in full, equal to the greater of (A) (i) 1% of the
aggregate principal amount of the Notes requested to be converted for the first
five (5) Trading Days after the Delivery Date and (ii) 2% of the aggregate
principal amount of the Notes requested to be converted for each Trading Day
thereafter and (B) $2,000 per day (which amount shall be paid as liquidated
damages and not as a penalty). Nothing herein shall limit a Holder's right to
pursue actual damages for the Maker's failure to deliver certificates
representing shares of Common Stock upon conversion within the period specified
herein and such Holder shall have the right to pursue all remedies available to
it at law or in equity (including, without limitation, a decree of specific
performance and/or injunctive relief). Notwithstanding anything to the contrary
contained herein, the Holder shall be entitled to withdraw a Conversion Notice,
and upon such withdrawal the Maker shall only be obligated to pay the liquidated
damages accrued in accordance with this Section 3.3(b) through the date the
Conversion Notice is withdrawn.

          (c) In addition to any other rights available to the Holder, if the
Maker fails to cause its transfer agent to transmit to the Holder a certificate
or certificates representing the shares of Common Stock issuable upon conversion
of this Note on or before the Delivery Date, and if after such date the Holder
is required by its broker to purchase (in an open market transaction or
otherwise) shares of Common Stock to deliver in satisfaction of a sale by the
Holder of the shares of Common Stock issuable upon conversion of this Note which
the Holder anticipated receiving upon such exercise (a "Buy-In"), then the Maker
shall (1) pay in cash to the Holder the amount by which (x) the Holder's total
purchase price (including brokerage commissions, if any) for the shares of
Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the
number of shares of Common Stock issuable upon conversion of this Note that the
Maker was required to deliver to the Holder in connection with the conversion at
issue times (B) the price at which the sell order giving rise to such purchase
obligation was executed, and (2) at the option of the Holder, either reinstate
the portion of the Note and equivalent number of shares of Common Stock for
which such conversion was not honored or deliver to the Holder the number of
shares of Common Stock that would have been issued had the Maker timely complied
with its conversion and delivery obligations hereunder. For example, if the
Holder purchases Common Stock having a total purchase price of $11,000 to cover
a Buy-In with respect to an attempted conversion of shares of Common Stock with
an aggregate sale


                                      -8-

<PAGE>

price giving rise to such purchase obligation of $10,000, under clause (1) of
the immediately preceding sentence the Maker shall be required to pay the Holder
$1,000. The Holder shall provide the Maker written notice indicating the amounts
payable to the Holder in respect of the Buy-In, together with applicable
confirmations and other evidence reasonably requested by the Maker. Nothing
herein shall limit a Holder's right to pursue any other remedies available to it
hereunder, at law or in equity including, without limitation, a decree of
specific performance and/or injunctive relief with respect to the Maker's
failure to timely deliver certificates representing shares of Common Stock upon
conversion of this Note as required pursuant to the terms hereof.

          Section 3.4 Ownership Cap and Certain Conversion Restrictions.

          (a) Notwithstanding anything to the contrary set forth in Section 3 of
this Note, at no time may the Holder convert all or a portion of this Note if
the number of shares of Common Stock to be issued pursuant to such conversion
would exceed, when aggregated with all other shares of Common Stock owned by the
Holder at such time (including pursuant to the Warrants), the number of shares
of Common Stock which would result in the Holder beneficially owning (as
determined in accordance with Section 13(d) of the Exchange Act and the rules
thereunder) more than 4.9% of all of the Common Stock outstanding at such time;
provided, however, that upon the Holder providing the Maker with sixty-one (61)
days notice (pursuant to Section 4.1 hereof) (the "Waiver Notice") that the
Holder would like to waive this Section 3.4(a) with regard to any or all shares
of Common Stock issuable upon conversion of this Note, this Section 3.4(a) will
be of no force or effect with regard to all or a portion of the Note referenced
in the Waiver Notice.

          (b) Notwithstanding anything to the contrary set forth in Section 3 of
this Note, at no time may the Holder convert all or a portion of this Note if
the number of shares of Common Stock to be issued pursuant to such conversion,
when aggregated with all other shares of Common Stock owned by the Holder at
such time, would result in the Holder beneficially owning (as determined in
accordance with Section 13(d) of the Exchange Act and the rules thereunder) in
excess of 9.9% of the then issued and outstanding shares of Common Stock
outstanding at such time (including pursuant to the Warrants); provided,
however, that upon the Holder providing the Maker with a Waiver Notice that the
Holder would like to waive Section 3.4(b) of this Note with regard to any or all
shares of Common Stock issuable upon conversion of this Note, this Section
3.4(b) shall be of no force or effect with regard to all or a portion of the
Note referenced in the Waiver Notice.

          Section 3.5 Intentionally Omitted.

          Section 3.6 Adjustment of Conversion Price.

          (a) The Conversion Price shall be subject to adjustment from time to
time as follows:

               (i) Adjustments for Stock Splits and Combinations. If the Maker
shall at any time or from time to time after the Issuance Date, effect a stock
split of the outstanding Common Stock, the applicable Conversion Price in effect
immediately prior to the stock split


                                      -9-

<PAGE>

shall be proportionately decreased. If the Maker shall at any time or from time
to time after the Issuance Date, combine the outstanding shares of Common Stock,
the applicable Conversion Price in effect immediately prior to the combination
shall be proportionately increased. Any adjustments under this Section 3.6(a)(i)
shall be effective at the close of business on the date the stock split or
combination occurs.

               (ii) Adjustments for Certain Dividends and Distributions. If the
Maker shall at any time or from time to time after the Issuance Date, make or
issue or set a record date for the determination of holders of Common Stock
entitled to receive a dividend or other distribution payable in shares of Common
Stock, then, and in each event, the applicable Conversion Price in effect
immediately prior to such event shall be decreased as of the time of such
issuance or, in the event such record date shall have been fixed, as of the
close of business on such record date, by multiplying, the applicable Conversion
Price then in effect by a fraction:

                    (1) the numerator of which shall be the total number of
shares of Common Stock issued and outstanding immediately prior to the time of
such issuance or the close of business on such record date; and

                    (2) the denominator of which shall be the total number of
shares of Common Stock issued and outstanding immediately prior to the time of
such issuance or the close of business on such record date plus the number of
shares of Common Stock issuable in payment of such dividend or distribution.

               (iii) Adjustment for Other Dividends and Distributions. If the
Maker shall at any time or from time to time after the Issuance Date, make or
issue or set a record date for the determination of holders of Common Stock
entitled to receive a dividend or other distribution payable in other than
shares of Common Stock, then, and in each event, an appropriate revision to the
applicable Conversion Price shall be made and provision shall be made (by
adjustments of the Conversion Price or otherwise) so that the holders of this
Note shall receive upon conversions thereof, in addition to the number of shares
of Common Stock receivable thereon, the number of securities of the Maker which
they would have received had this Note been converted into Common Stock on the
date of such event and had thereafter, during the period from the date of such
event to and including the Conversion Date, retained such securities (together
with any distributions payable thereon during such period), giving application
to all adjustments called for during such period under this Section 3.6(a)(iii)
with respect to the rights of the holders of this Note and the Other Notes;
provided, however, that if such record date shall have been fixed and such
dividend is not fully paid or if such distribution is not fully made on the date
fixed therefor, the Conversion Price shall be adjusted pursuant to this
paragraph as of the time of actual payment of such dividends or distributions.

               (iv) Adjustments for Reclassification, Exchange or Substitution.
If the Common Stock issuable upon conversion of this Note at any time or from
time to time after the Issuance Date shall be changed to the same or different
number of shares of any class or classes of stock, whether by reclassification,
exchange, substitution or otherwise (other than by way of a stock split or
combination of shares or stock dividends provided for in Sections 3.6(a)(i),
(ii) and (iii), or a reorganization, merger, consolidation, or sale of assets
provided for in Section 3.6(a)(v)), then, and in each event, an appropriate
revision to the Conversion Price shall be made


                                      -10-

<PAGE>

and provisions shall be made (by adjustments of the Conversion Price or
otherwise) so that the Holder shall have the right thereafter to convert this
Note into the kind and amount of shares of stock and other securities receivable
upon reclassification, exchange, substitution or other change, by holders of the
number of shares of Common Stock into which such Note might have been converted
immediately prior to such reclassification, exchange, substitution or other
change, all subject to further adjustment as provided herein.

               (v) Adjustments for Reorganization, Merger, Consolidation or
Sales of Assets. If at any time or from time to time after the Issuance Date
there shall be a capital reorganization of the Maker (other than by way of a
stock split or combination of shares or stock dividends or distributions
provided for in Section 3.6(a)(i), (ii) and (iii), or a reclassification,
exchange or substitution of shares provided for in Section 3.6(a)(iv)), or a
merger or consolidation of the Maker with or into another corporation where the
holders of outstanding voting securities prior to such merger or consolidation
do not own over fifty percent (50%) of the outstanding voting securities of the
merged or consolidated entity, immediately after such merger or consolidation,
or the sale of all or substantially all of the Maker's properties or assets to
any other person (an "Organic Change"), then as a part of such Organic Change,
(A) if the surviving entity in any such Organic Change is a public company that
is registered pursuant to the Securities Exchange Act of 1934, as amended, and
its common stock is listed or quoted on a national securities exchange or a
national automated quotation system or the OTC Bulletin Board, an appropriate
revision to the Conversion Price shall be made and provision shall be made (by
adjustments of the Conversion Price or otherwise) so that the Holder shall have
the right thereafter to convert such Note into the kind and amount of shares of
stock and other securities or property of the Maker or any successor corporation
resulting from Organic Change, and (B) if the surviving entity in any such
Organic Change is not a public company that is registered pursuant to the
Securities Exchange Act of 1934, as amended, or its common stock is not listed
or quoted on a national securities exchange or a national automated quotation
system or the OTC Bulletin Board, the Holder shall have the right to demand
prepayment pursuant to Section 3.7(b) hereof. In any such case, appropriate
adjustment shall be made in the application of the provisions of this Section
3.6(a)(v) with respect to the rights of the Holder after the Organic Change to
the end that the provisions of this Section 3.6(a)(v) (including any adjustment
in the applicable Conversion Price then in effect and the number of shares of
stock or other securities deliverable upon conversion of this Note and the Other
Notes) shall be applied after that event in as nearly an equivalent manner as
may be practicable.

               (vi) Adjustments for Issuance of Additional Shares of Common
Stock. In the event the Maker, shall, at any time, from time to time, issue or
sell any additional shares of common stock (otherwise than as provided in the
foregoing subsections (i) through (v) of this Section 3.6(a) or pursuant to
Common Stock Equivalents (hereafter defined) granted or issued prior to the
Issuance Date) ("Additional Shares of Common Stock"), at a price per share less
than the Conversion Price then in effect or without consideration, then the
Conversion Price upon each such issuance shall be reduced to a price equal to
the consideration per share paid for such Additional Shares of Common Stock.

               (vii) Issuance of Common Stock Equivalents. The provisions of
this Section 3.6(a)(vii) shall apply if (a) the Maker, at any time after the
Issuance Date, shall issue any securities convertible into or exchangeable for,
directly or indirectly, Common Stock


                                      -11-

<PAGE>

("Convertible Securities"), other than the Notes, or (b) any rights or warrants
or options to purchase any such Common Stock or Convertible Securities
(collectively, the "Common Stock Equivalents") shall be issued or sold. If the
price per share for which Additional Shares of Common Stock may be issuable
pursuant to any such Common Stock Equivalent shall be less than the applicable
Conversion Price then in effect, or if, after any such issuance of Common Stock
Equivalents, the price per share for which Additional Shares of Common Stock may
be issuable thereafter is amended or adjusted, and such price as so amended
shall be less than the applicable Conversion Price in effect at the time of such
amendment or adjustment, then the applicable Conversion Price upon each such
issuance or amendment shall be adjusted as provided in the first sentence of
subsection (vi) of this Section 3.6(a). No adjustment shall be made to the
Conversion Price upon the issuance of Common Stock pursuant to the exercise,
conversion or exchange of any Convertible Security or Common Stock Equivalent
where an adjustment to the Conversion Price was made as a result of the issuance
or purchase of any Convertible Security or Common Stock Equivalent.

               (viii) Consideration for Stock. In case any shares of Common
Stock or any Common Stock Equivalents shall be issued or sold:

                    (1) in connection with any merger or consolidation in which
the Maker is the surviving corporation (other than any consolidation or merger
in which the previously outstanding shares of Common Stock of the Maker shall be
changed to or exchanged for the stock or other securities of another
corporation), the amount of consideration therefor shall be, deemed to be the
fair value, as determined reasonably and in good faith by the Board of Directors
of the Maker, of such portion of the assets and business of the nonsurviving
corporation as such Board may determine to be attributable to such shares of
Common Stock, Convertible Securities, rights or warrants or options, as the case
may be; or

                    (2) in the event of any consolidation or merger of the Maker
in which the Maker is not the surviving corporation or in which the previously
outstanding shares of Common Stock of the Maker shall be changed into or
exchanged for the stock or other securities of another corporation, or in the
event of any sale of all or substantially all of the assets of the Maker for
stock or other securities of any corporation, the Maker shall be deemed to have
issued a number of shares of its Common Stock for stock or securities or other
property of the other corporation computed on the basis of the actual exchange
ratio on which the transaction was predicated, and for a consideration equal to
the fair market value on the date of such transaction of all such stock or
securities or other property of the other corporation. If any such calculation
results in adjustment of the applicable Conversion Price, or the number of
shares of Common Stock issuable upon conversion of the Notes, the determination
of the applicable Conversion Price or the number of shares of Common Stock
issuable upon conversion of the Notes immediately prior to such merger,
consolidation or sale, shall be made after giving effect to such adjustment of
the number of shares of Common Stock issuable upon conversion of the Notes. In
the event Common Stock is issued with other shares or securities or other assets
of the Maker for consideration which covers both, the consideration computed as
provided in this Section 3.6(viii) shall be allocated among such securities and
assets as determined in good faith by the Board of Directors of the Maker.


                                      -12-

<PAGE>

          (b) Record Date. In case the Maker shall take record of the holders of
its Common Stock for the purpose of entitling them to subscribe for or purchase
Common Stock or Convertible Securities, then the date of the issue or sale of
the shares of Common Stock shall be deemed to be such record date.

          (c) Certain Issues Excepted. Anything herein to the contrary
notwithstanding, the Maker shall not be required to make any adjustment to the
Conversion Price in connection with (i) securities issued (other than for cash)
in connection with a merger, acquisition, or consolidation, (ii) securities
issued pursuant to the conversion or exercise of convertible or excercisable
securities issued or outstanding on or prior to the date hereof or the Notes and
Warrants issued pursuant to the Purchase Agreement (so long as the conversion or
exercise price in such securities are not amended to lower such price and/or
adversely affect the Holders), (iii) the shares of Common Stock issuable upon
the exercise of Warrants, (iv) securities issued in connection with strategic
license agreements or other partnering arrangements so long as such issuances
are not for the purpose of raising capital, (v) Common Stock issued or the
issuance or grants of options to purchase Common Stock pursuant to the Company's
stock option plans and employee stock purchase plans as they now exist on the
date hereof, (vi) any warrants issued to the placement agent and its designees
for the transactions contemplated by the Purchase Agreement, (vii) Common Stock
issued in connection with consulting or advisory services not in excess of
5,000,000 shares and (viii) the payment of any principal in shares of Common
Stock pursuant to this Note or the Other Notes.

          (d) No Impairment. The Maker shall not, by amendment of its
Certificate of Incorporation or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms to be observed or performed hereunder by the Maker, but will at all
times in good faith, assist in the carrying out of all the provisions of this
Section 3.6 and in the taking of all such action as may be necessary or
appropriate in order to protect the Conversion Rights of the Holder against
impairment. In the event a Holder shall elect to convert any Notes as provided
herein, the Maker cannot refuse conversion based on any claim that such Holder
or any one associated or affiliated with such Holder has been engaged in any
violation of law, violation of an agreement to which such Holder is a party or
for any reason whatsoever, unless, an injunction from a court, or notice,
restraining and or adjoining conversion of all or of said Notes shall have
issued and the Maker posts a surety bond for the benefit of such Holder in an
amount equal to one hundred thirty percent (130%) of the amount of the Notes the
Holder has elected to convert, which bond shall remain in effect until the
completion of arbitration/litigation of the dispute and the proceeds of which
shall be payable to such Holder (as liquidated damages) in the event it obtains
judgment.

          (e) Certificates as to Adjustments. Upon occurrence of each adjustment
or readjustment of the Conversion Price or number of shares of Common Stock
issuable upon conversion of this Note pursuant to this Section 3.6, the Maker at
its expense shall promptly compute such adjustment or readjustment in accordance
with the terms hereof and furnish to the Holder a certificate setting forth such
adjustment and readjustment, showing in detail the facts upon which such
adjustment or readjustment is based. The Maker shall, upon written request of
the Holder, at any time, furnish or cause to be furnished to the Holder a like
certificate setting


                                      -13-

<PAGE>

forth such adjustments and readjustments, the applicable Conversion Price in
effect at the time, and the number of shares of Common Stock and the amount, if
any, of other securities or property which at the time would be received upon
the conversion of this Note. Notwithstanding the foregoing, the Maker shall not
be obligated to deliver a certificate unless such certificate would reflect an
increase or decrease of at least one percent (1%) of such adjusted amount.

          (f) Issue Taxes. The Maker shall pay any and all issue and other
taxes, excluding federal, state or local income taxes, that may be payable in
respect of any issue or delivery of shares of Common Stock on conversion of this
Note pursuant thereto; provided, however, that the Maker shall not be obligated
to pay any transfer taxes resulting from any transfer requested by the Holder in
connection with any such conversion.

          (g) Fractional Shares. No fractional shares of Common Stock shall be
issued upon conversion of this Note. In lieu of any fractional shares to which
the Holder would otherwise be entitled, the Maker shall pay cash equal to the
product of such fraction multiplied by the average of the Closing Bid Prices of
the Common Stock for the five (5) consecutive Trading Days immediately preceding
the Conversion Date.

          (h) Reservation of Common Stock. Subject to the Company obtaining
Stockholder Approval in accordance with Section 3.21 of the Purchase Agreement,
the Maker shall at all times when this Note shall be outstanding, reserve and
keep available out of its authorized but unissued Common Stock, such number of
shares of Common Stock as shall from time to time be sufficient to effect the
conversion of this Note; provided that the number of shares of Common Stock so
reserved shall at no time be less than one hundred fifty percent (150%) of the
number of shares of Common Stock for which this Note is at any time convertible.
The Maker shall, from time to time in accordance with the Delaware General
Corporation Law, increase the authorized number of shares of Common Stock if at
any time the unissued number of authorized shares shall not be sufficient to
satisfy the Maker's obligations under this Section 3.6(h).

          (i) Regulatory Compliance. If any shares of Common Stock to be
reserved for the purpose of conversion of this Note require registration or
listing with or approval of any governmental authority, stock exchange or other
regulatory body under any federal or state law or regulation or otherwise before
such shares may be validly issued or delivered upon conversion, the Maker shall,
at its sole cost and expense, in good faith and as expeditiously as possible,
endeavor to secure such registration, listing or approval, as the case may be.

          Section 3.7 Prepayment.

          (a) Prepayment Upon an Event of Default. Notwithstanding anything to
the contrary contained herein, upon the occurrence of an Event of Default
described in Sections 2.1(b)-(k) hereof, the Holder shall have the right, at
such Holder's option, to require the Maker to prepay in cash all or a portion of
this Note at a price equal to one hundred twenty percent (120%) of the aggregate
principal amount of this Note applicable at the time of such request. Nothing in
this Section 3.7(a) shall limit the Holder's rights under Section 2.2 hereof.


                                      -14-

<PAGE>

          (b) Prepayment Option Upon Major Transaction. In addition to all other
rights of the Holder contained herein, simultaneous with the occurrence of a
Major Transaction (as defined below), the Holder shall have the right, at the
Holder's option, to require the Maker to prepay all or a portion of the Holder's
Notes at a price equal to one hundred percent (100%) of the aggregate principal
amount of this Note (the "Major Transaction Prepayment Price"); provided that
the Maker shall have the sole option to make payment of the Major Transaction
Prepayment Price in cash or shares of Common Stock.

          (c) Prepayment Option Upon Triggering Event. In addition to all other
rights of the Holder contained herein, after a Triggering Event (as defined
below), the Holder shall have the right, at the Holder's option, to require the
Maker to prepay all or a portion of this Note in cash at a price equal to the
sum of (i) the greater of (A) one hundred twenty-five percent (125%) of the
aggregate principal amount of this Note and (B) in the event at such time the
Holder is unable to obtain the benefit of its conversion rights through the
conversion of this Note and resale of the shares of Common Stock issuable upon
conversion hereof in accordance with the terms of this Note and the other
Transaction Documents, the aggregate principal amount of this Note, divided by
the Conversion Price on (x) the date the Prepayment Price (as defined below) is
demanded or otherwise due or (y) the date the Prepayment Price is paid in full,
whichever is less, multiplied by the VWAP (as defined below) on (x) the date the
Prepayment Price is demanded or otherwise due, and (y) the date the Prepayment
Price is paid in full, whichever is greater, and (ii) all other amounts, costs,
expenses and liquidated damages due in respect of this Note and the other
Transaction Documents (the "Triggering Event Prepayment Price," and,
collectively with the Major Transaction Prepayment Price, the "Prepayment
Price"). For purposes hereof, "VWAP" means, for any date, (i) the daily volume
weighted average price of the Common Stock for such date on the OTC Bulletin
Board as reported by Bloomberg Financial L.P. (based on a Trading Day from 9:30
a.m. Eastern Time to 4:02 p.m. Eastern Time); (ii) if the Common Stock is not
then listed or quoted on the OTC Bulletin Board and if prices for the Common
Stock are then reported in the "Pink Sheets" published by the Pink Sheets, LLC
(or a similar organization or agency succeeding to its functions of reporting
prices), the most recent bid price per share of the Common Stock so reported; or
(iii) in all other cases, the fair market value of a share of Common Stock as
determined by an independent appraiser selected in good faith by the Holder and
reasonably acceptable to the Maker.

          (d) Intentionally Omitted.

          (e) "Major Transaction." A "Major Transaction" shall be deemed to have
occurred at such time as any of the following events:

               (i) the consolidation, merger or other business combination of
the Maker with or into another Person (as defined in Section 4.13 hereof) (other
than (A) pursuant to a migratory merger effected solely for the purpose of
changing the jurisdiction of incorporation of the Maker or (B) a consolidation,
merger or other business combination in which holders of the Maker's voting
power immediately prior to the transaction continue after the transaction to
hold, directly or indirectly, the voting power of the surviving entity or
entities necessary to elect a majority of the members of the board of directors
(or their equivalent if other than a corporation) of such entity or entities).


                                      -15-

<PAGE>

               (ii) the sale or transfer of more than fifty percent (50%) of the
Maker's assets (based on the fair market value as determined in good faith by
the Maker's Board of Directors) other than inventory in the ordinary course of
business in one or a related series of transactions; or

               (iii) closing of a purchase, tender or exchange offer made to the
holders of more than fifty percent (50%) of the outstanding shares of Common
Stock in which more than fifty percent (50%) of the outstanding shares of Common
Stock were tendered and accepted.

          (f) "Triggering Event." A "Triggering Event" shall be deemed to have
occurred at such time as any of the following events:

               (i) so long as any Notes are outstanding, the effectiveness of
the Registration Statement, after it becomes effective, (i) lapses for any
reason (including, without limitation, the issuance of a stop order) or (ii) is
unavailable to the Holder for sale of the shares of Common Stock, and such lapse
or unavailability continues for a period of twenty (20) consecutive Trading
Days, and the shares of Common Stock into which the Holder's Notes can be
converted cannot be sold in the public securities market pursuant to Rule 144(k)
under the Securities Act, provided that the cause of such lapse or
unavailability is not due to factors primarily within the control of the Holder
of the Notes; and provided further that a Triggering Event shall not have
occurred if and to the extent the Maker exercised its rights set forth in
Section 3(n) of the Registration Rights Agreement;

               (ii) the suspension from listing, without subsequent listing on
any one of, or the failure of the Common Stock to be listed on at least one of
the OTC Bulletin Board, the American Stock Exchange, the Nasdaq National Market,
the Nasdaq SmallCap Market or The New York Stock Exchange, Inc., for a period of
five (5) consecutive Trading Days;

               (iii) the Maker's notice to any holder of the Notes, including by
way of public announcement, at any time, of its inability to comply (including
for any of the reasons described in Section 3.8) or its intention not to comply
with proper requests for conversion of any Notes into shares of Common Stock; or

               (iv) the Maker's failure to comply with a Conversion Notice
tendered in accordance with the provisions of this Note within ten (10) business
days after the receipt by the Maker of the Conversion Notice; or

               (v) the Maker deregisters its shares of Common Stock and as a
result such shares of Common Stock are no longer publicly traded; or

               (vi) the Maker consummates a "going private" transaction and as a
result the Common Stock is no longer registered under Sections 12(b) or 12(g) of
the Exchange Act; or

               (vii) the Maker breaches any representation, warranty, covenant
or other term or condition of the Purchase Agreement, this Note or any other
agreement, document, certificate or other instrument delivered in connection
with the transactions contemplated thereby


                                      -16-

<PAGE>

or hereby, except to the extent that such breach would not have a Material
Adverse Effect (as defined in the Purchase Agreement) and except, in the case of
a breach of a covenant which is curable, only if such breach continues for a
period of a least ten (10) business days.

          (g) Intentionally Omitted.

          (h) Mechanics of Prepayment at Option of Holder Upon Major
Transaction. No sooner than fifteen (15) days nor later than ten (10) days prior
to the consummation of a Major Transaction, but not prior to the public
announcement of such Major Transaction, the Maker shall deliver written notice
thereof via facsimile and overnight courier ("Notice of Major Transaction") to
the Holder of this Note. At any time after receipt of a Notice of Major
Transaction (or, in the event a Notice of Major Transaction is not delivered at
least ten (10) days prior to a Major Transaction, at any time within ten (10)
days prior to a Major Transaction), any holder of the Notes then outstanding may
require the Maker to prepay, effective immediately prior to the consummation of
such Major Transaction, all of the holder's Notes then outstanding by delivering
written notice thereof via facsimile and overnight courier ("Notice of
Prepayment at Option of Holder Upon Major Transaction") to the Maker, which
Notice of Prepayment at Option of Holder Upon Major Transaction shall indicate
(i) the principal amount of the Notes that such holder is electing to have
prepaid and (ii) the applicable Major Transaction Prepayment Price, as
calculated pursuant to Section 3.7(b) above.

          (i) Mechanics of Prepayment at Option of Holder Upon Triggering Event.
Within one (1) business day after the occurrence of a Triggering Event, the
Maker shall deliver written notice thereof via facsimile and overnight courier
("Notice of Triggering Event") to each holder of the Notes. At any time after
the earlier of a holder's receipt of a Notice of Triggering Event and such
holder becoming aware of a Triggering Event, any holder of this Note and the
Other Notes then outstanding may require the Maker to prepay all of the Notes on
a pro rata basis by delivering written notice thereof via facsimile and
overnight courier ("Notice of Prepayment at Option of Holder Upon Triggering
Event") to the Maker, which Notice of Prepayment at Option of Holder Upon
Triggering Event shall indicate (i) the amount of the Note that such holder is
electing to have prepaid and (ii) the applicable Triggering Event Prepayment
Price, as calculated pursuant to Section 3.7(c) above. A holder shall only be
permitted to require the Maker to prepay the Note pursuant to Section 3.7 hereof
for the greater of a period of ten (10) days after receipt by such holder of a
Notice of Triggering Event or for so long as such Triggering Event is
continuing.

          (j) Payment of Prepayment Price. Upon the Maker's receipt of a
Notice(s) of Prepayment at Option of Holder Upon Triggering Event or a Notice(s)
of Prepayment at Option of Holder Upon Major Transaction from any holder of the
Notes, the Maker shall immediately notify each holder of the Notes by facsimile
of the Maker's receipt of such Notice(s) of Prepayment at Option of Holder Upon
Triggering Event or Notice(s) of Prepayment at Option of Holder Upon Major
Transaction and each holder which has sent such a notice shall promptly submit
to the Maker such holder's certificates representing the Notes which such holder
has elected to have prepaid. The Maker shall deliver the applicable Triggering
Event Prepayment Price, in the case of a prepayment pursuant to Section 3.7(i),
to such holder within five (5) business days after the Maker's receipt of a
Notice of Prepayment at Option of Holder Upon Triggering Event and, in the case
of a prepayment pursuant to Section 3.7(h), the Maker shall


                                      -17-

<PAGE>

deliver the applicable Major Transaction Prepayment Price immediately prior to
the consummation of the Major Transaction; provided that a holder's original
Note shall have been so delivered to the Maker; provided further that if the
Maker is unable to prepay all of the Notes to be prepaid, the Maker shall prepay
an amount from each holder of the Notes being prepaid equal to such holder's
pro-rata amount (based on the number of Notes held by such holder relative to
the number of Notes outstanding) of all Notes being prepaid. If the Maker shall
fail to prepay all of the Notes submitted for prepayment (other than pursuant to
a dispute as to the arithmetic calculation of the Prepayment Price), in addition
to any remedy such holder of the Notes may have under this Note and the Purchase
Agreement, the applicable Prepayment Price payable in respect of such Notes not
prepaid shall bear interest at the rate of two percent (2%) per month (prorated
for partial months) until paid in full. Until the Maker pays such unpaid
applicable Prepayment Price in full to a holder of the Notes submitted for
prepayment, such holder shall have the option (the "Void Optional Prepayment
Option") to, in lieu of prepayment, require the Maker to promptly return to such
holder(s) all of the Notes that were submitted for prepayment by such holder(s)
under this Section 3.7 and for which the applicable Prepayment Price has not
been paid, by sending written notice thereof to the Maker via facsimile (the
"Void Optional Prepayment Notice"). Upon the Maker's receipt of such Void
Optional Prepayment Notice(s) and prior to payment of the full applicable
Prepayment Price to such holder, (i) the Notice(s) of Prepayment at Option of
Holder Upon Triggering Event or the Notice(s) of Prepayment at Option of Holder
Upon Major Transaction, as the case may be, shall be null and void with respect
to those Notes submitted for prepayment and for which the applicable Prepayment
Price has not been paid, (ii) the Maker shall immediately return any Notes
submitted to the Maker by each holder for prepayment under this Section 3.7(j)
and for which the applicable Prepayment Price has not been paid and (iii) the
Conversion Price of such returned Notes shall be adjusted to the lesser of (A)
the Conversion Price as in effect on the date on which the Void Optional
Prepayment Notice(s) is delivered to the Maker and (B) the lowest Closing Bid
Price during the period beginning on the date on which the Notice(s) of
Prepayment of Option of Holder Upon Major Transaction or the Notice(s) of
Prepayment at Option of Holder Upon Triggering Event, as the case may be, is
delivered to the Maker and ending on the date on which the Void Optional
Prepayment Notice(s) is delivered to the Maker; provided that no adjustment
shall be made if such adjustment would result in an increase of the Conversion
Price then in effect. A holder's delivery of a Void Optional Prepayment Notice
and exercise of its rights following such notice shall not effect the Maker's
obligations to make any payments which have accrued prior to the date of such
notice. Payments provided for in this Section 3.7 shall have priority to
payments to other stockholders in connection with a Major Transaction.

          (k) Intentionally Omitted.

          Section 3.8 Inability to Fully Convert.

          (a) Holder's Option if Maker Cannot Fully Convert. Subject to Section
3.21 of the Purchase Agreement, if, upon the Maker's receipt of a Conversion
Notice, the Maker cannot issue shares of Common Stock registered for resale
under the Registration Statement for any reason, including, without limitation,
because the Maker (w) does not have a sufficient number of shares of Common
Stock authorized and available, (x) is otherwise prohibited by applicable law or
by the rules or regulations of any stock exchange, interdealer quotation system
or other self-regulatory organization with jurisdiction over the Maker or any of
its securities from


                                      -18-

<PAGE>

issuing all of the Common Stock which is to be issued to the Holder pursuant to
a Conversion Notice or (y) fails to have a sufficient number of shares of Common
Stock registered for resale under the Registration Statement, then the Maker
shall issue as many shares of Common Stock as it is able to issue in accordance
with the Holder's Conversion Notice and, with respect to the unconverted portion
of this Note, the Holder, solely at Holder's option, can elect to:

               (i) require the Maker to prepay that portion of this Note for
which the Maker is unable to issue Common Stock in accordance with the Holder's
Conversion Notice (the "Mandatory Prepayment") at a price per share equal to the
Triggering Event Prepayment Price as of such Conversion Date (the "Mandatory
Prepayment Price");

               (ii) if the Maker's inability to fully convert is pursuant to
Section 3.8(a)(x) above, require the Maker to issue restricted shares of Common
Stock in accordance with such holder's Conversion Notice;

               (iii) void its Conversion Notice and retain or have returned, as
the case may be, this Note that was to be converted pursuant to the Conversion
Notice (provided that the Holder's voiding its Conversion Notice shall not
effect the Maker's obligations to make any payments which have accrued prior to
the date of such notice);

               (iv) exercise its Buy-In rights pursuant to and in accordance
with the terms and provisions of Section 3.3(c) of this Note.

In the event a Holder shall elect to convert any portion of its Notes as
provided herein, the Maker cannot refuse conversion based on any claim that such
Holder or any one associated or affiliated with such Holder has been engaged in
any violation of law, violation of an agreement to which such Holder is a party
or for any reason whatsoever, unless, an injunction from a court, on notice,
restraining and or adjoining conversion of all or of said Notes shall have been
issued and the Maker posts a surety bond for the benefit of such Holder in an
amount equal to 130% of the principal amount of the Notes the Holder has elected
to convert, which bond shall remain in effect until the completion of
arbitration/litigation of the dispute and the proceeds of which shall be payable
to such Holder in the event it obtains judgment.

          (b) Mechanics of Fulfilling Holder's Election. The Maker shall
immediately send via facsimile to the Holder, upon receipt of a facsimile copy
of a Conversion Notice from the Holder which cannot be fully satisfied as
described in Section 3.8(a) above, a notice of the Maker's inability to fully
satisfy the Conversion Notice (the "Inability to Fully Convert Notice"). Such
Inability to Fully Convert Notice shall indicate (i) the reason why the Maker is
unable to fully satisfy such holder's Conversion Notice, (ii) the amount of this
Note which cannot be converted and (iii) the applicable Mandatory Prepayment
Price. The Holder shall notify the Maker of its election pursuant to Section
3.8(a) above by delivering written notice via facsimile to the Maker ("Notice in
Response to Inability to Convert").

          (c) Payment of Prepayment Price. If the Holder shall elect to have its
Notes prepaid pursuant to Section 3.8(a)(i) above, the Maker shall pay the
Mandatory Prepayment Price to the Holder within thirty (30) days of the Maker's
receipt of the Holder's Notice in Response to Inability to Convert, provided
that prior to the Maker's receipt of the Holder's Notice


                                      -19-

<PAGE>

in Response to Inability to Convert the Maker has not delivered a notice to the
Holder stating, to the satisfaction of the Holder, that the event or condition
resulting in the Mandatory Prepayment has been cured and all Conversion Shares
issuable to the Holder can and will be delivered to the Holder in accordance
with the terms of this Note. If the Maker shall fail to pay the applicable
Mandatory Prepayment Price to the Holder on the date that is one (1) business
day following the Maker's receipt of the Holder's Notice in Response to
Inability to Convert (other than pursuant to a dispute as to the determination
of the arithmetic calculation of the Prepayment Price), in addition to any
remedy the Holder may have under this Note and the Purchase Agreement, such
unpaid amount shall bear interest at the rate of two percent (2%) per month
(prorated for partial months) until paid in full. Until the full Mandatory
Prepayment Price is paid in full to the Holder, the Holder may (i) void the
Mandatory Prepayment with respect to that portion of the Note for which the full
Mandatory Prepayment Price has not been paid, (ii) receive back such Note, and
(iii) require that the Conversion Price of such returned Note be adjusted to the
lesser of (A) the Conversion Price as in effect on the date on which the Holder
voided the Mandatory Prepayment and (B) the lowest Closing Bid Price during the
period beginning on the Conversion Date and ending on the date the Holder voided
the Mandatory Prepayment.

          (d) Pro-rata Conversion and Prepayment. In the event the Maker
receives a Conversion Notice from more than one holder of the Notes on the same
day and the Maker can convert and prepay some, but not all, of the Notes
pursuant to this Section 3.8, the Maker shall convert and prepay from each
holder of the Notes electing to have its Notes converted and prepaid at such
time an amount equal to such holder's pro-rata amount (based on the principal
amount of the Notes held by such holder relative to the principal amount of the
Notes outstanding) of all the Notes being converted and prepaid at such time.

          Section 3.9 No Rights as Shareholder. Nothing contained in this Note
shall be construed as conferring upon the Holder, prior to the conversion of
this Note, the right to vote or to receive dividends or to consent or to receive
notice as a shareholder in respect of any meeting of shareholders for the
election of directors of the Maker or of any other matter, or any other rights
as a shareholder of the Maker.

                                   ARTICLE IV

                                  MISCELLANEOUS

          Section 4.1 Notices. Any notice, demand, request, waiver or other
communication required or permitted to be given hereunder shall be in writing
and shall be effective (a) upon hand delivery, telecopy or facsimile at the
address or number designated in the Purchase Agreement (if delivered on a
business day during normal business hours where such notice is to be received),
or the first business day following such delivery (if delivered other than on a
business day during normal business hours where such notice is to be received)
or (b) on the third business day following the date of mailing by express
courier service, fully prepaid, addressed to such address, or upon actual
receipt of such mailing, whichever shall first occur. The Maker will give
written notice to the Holder at least ten (10) days prior to the date on which
the Maker takes a record (x) with respect to any dividend or distribution upon
the Common Stock, (y) with respect to any pro rata subscription offer to holders
of Common Stock or (z) for


                                      -20-

<PAGE>

determining rights to vote with respect to any Organic Change, dissolution,
liquidation or winding-up provided, notwithstanding the foregoing in no event
shall such notice be provided to such holder prior to such information being
made known to the public. The Maker will also give written notice to the Holder
at least ten (10) days prior to the date on which any Organic Change,
dissolution, liquidation or winding-up will take place provided, notwithstanding
the foregoing in no event shall such notice be provided to the Holder prior to
such information being made known to the public. The Maker shall promptly notify
the Holder of this Note of any notices sent or received, or any actions taken
with respect to the Other Notes.

          Section 4.2 Governing Law. This Note shall be governed by and
construed in accordance with the internal laws of the State of New York, without
giving effect to any of the conflicts of law principles which would result in
the application of the substantive law of another jurisdiction. This Note shall
not be interpreted or construed with any presumption against the party causing
this Note to be drafted.

          Section 4.3 Headings. Article and section headings in this Note are
included herein for purposes of convenience of reference only and shall not
constitute a part of this Note for any other purpose.

          Section 4.4 Remedies, Characterizations, Other Obligations, Breaches
and Injunctive Relief. The remedies provided in this Note shall be cumulative
and in addition to all other remedies available under this Note, at law or in
equity (including, without limitation, a decree of specific performance and/or
other injunctive relief), no remedy contained herein shall be deemed a waiver of
compliance with the provisions giving rise to such remedy and nothing herein
shall limit a holder's right to pursue actual damages for any failure by the
Maker to comply with the terms of this Note. Amounts set forth or provided for
herein with respect to payments, conversion and the like (and the computation
thereof) shall be the amounts to be received by the holder thereof and shall
not, except as expressly provided herein, be subject to any other obligation of
the Maker (or the performance thereof). The Maker acknowledges that a breach by
it of its obligations hereunder will cause irreparable and material harm to the
Holder and that the remedy at law for any such breach may be inadequate.
Therefore the Maker agrees that, in the event of any such breach or threatened
breach, the Holder shall be entitled, in addition to all other available rights
and remedies, at law or in equity, to seek and obtain such equitable relief,
including but not limited to an injunction restraining any such breach or
threatened breach, without the necessity of showing economic loss and without
any bond or other security being required.

          Section 4.5 Enforcement Expenses. The Maker agrees to pay all costs
and expenses of enforcement of this Note, including, without limitation,
reasonable attorneys' fees and expenses.

          Section 4.6 Binding Effect. The obligations of the Maker and the
Holder set forth herein shall be binding upon the successors and assigns of each
such party, whether or not such successors or assigns are permitted by the terms
hereof.

          Section 4.7 Amendments. This Note may not be modified or amended in
any manner except in writing executed by the Maker and the Holder.


                                      -21-

<PAGE>

          Section 4.8 Compliance with Securities Laws. The Holder of this Note
acknowledges that this Note is being acquired solely for the Holder's own
account and not as a nominee for any other party, and for investment, and that
the Holder shall not offer, sell or otherwise dispose of this Note. This Note
and any Note issued in substitution or replacement therefor shall be stamped or
imprinted with a legend in substantially the following form:

          "THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION
          HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
          AMENDED (THE "ACT"), OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT
          BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT
          BY THE MAKER OF AN OPINION OF COUNSEL IN THE FORM, SUBSTANCE AND SCOPE
          REASONABLY SATISFACTORY TO THE MAKER THAT THIS NOTE AND THE SHARES OF
          COMMON STOCK ISSUABLE UPON CONVERSION HEREOF HAVE MAY BE SOLD,
          TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION
          FROM REGISTRATION UNDER THE ACT AND SUCH STATE SECURITIES LAWS."

          Section 4.9 Consent to Jurisdiction. Each of the Maker and the Holder
(i) hereby irrevocably submits to the exclusive jurisdiction of the United
States District Court sitting in the Southern District of New York and the
courts of the State of New York located in New York county for the purposes of
any suit, action or proceeding arising out of or relating to this Note and (ii)
hereby waives, and agrees not to assert in any such suit, action or proceeding,
any claim that it is not personally subject to the jurisdiction of such court,
that the suit, action or proceeding is brought in an inconvenient forum or that
the venue of the suit, action or proceeding is improper. Each of the Maker and
the Holder consents to process being served in any such suit, action or
proceeding by mailing a copy thereof to such party at the address in effect for
notices to it under the Purchase Agreement and agrees that such service shall
constitute good and sufficient service of process and notice thereof. Nothing in
this Section 4.9 shall affect or limit any right to serve process in any other
manner permitted by law. Each of the Maker and the Holder hereby agree that the
prevailing party in any suit, action or proceeding arising out of or relating to
this Note shall be entitled to reimbursement for reasonable legal fees from the
non-prevailing party.

          Section 4.10 Parties in Interest. This Note shall be binding upon,
inure to the benefit of and be enforceable by the Maker, the Holder and their
respective successors and permitted assigns.

          Section 4.11 Failure or Indulgence Not Waiver. No failure or delay on
the part of the Holder in the exercise of any power, right or privilege
hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise of any such power, right or privilege preclude other or further
exercise thereof or of any other right, power or privilege.


                                      -22-

<PAGE>

          Section 4.12 Maker Waivers. Except as otherwise specifically provided
herein, the Maker and all others that may become liable for all or any part of
the obligations evidenced by this Note, hereby waive presentment, demand, notice
of nonpayment, protest and all other demands' and notices in connection with the
delivery, acceptance, performance and enforcement of this Note, and do hereby
consent to any number of renewals of extensions of the time or payment hereof
and agree that any such renewals or extensions may be made without notice to any
such persons and without affecting their liability herein and do further consent
to the release of any person liable hereon, all without affecting the liability
of the other persons, firms or Maker liable for the payment of this Note, AND DO
HEREBY WAIVE TRIAL BY JURY.

          (a) No delay or omission on the part of the Holder in exercising its
rights under this Note, or course of conduct relating hereto, shall operate as a
waiver of such rights or any other right of the Holder, nor shall any waiver by
the Holder of any such right or rights on any one occasion be deemed a waiver of
the same right or rights on any future occasion.

          (b) THE MAKER ACKNOWLEDGES THAT THE TRANSACTION OF WHICH THIS NOTE IS
A PART IS A COMMERCIAL TRANSACTION, AND TO THE EXTENT ALLOWED BY APPLICABLE LAW,
HEREBY WAIVES ITS RIGHT TO NOTICE AND HEARING WITH RESPECT TO ANY PREJUDGMENT
REMEDY WHICH THE HOLDER OR ITS SUCCESSORS OR ASSIGNS MAY DESIRE TO USE.

          Section 4.13 Definitions. For the purposes hereof, the following terms
shall have the following meanings:

          "Person" means an individual or a corporation, partnership, trust,
incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or political subdivision
thereof) or other entity of any kind.

          "Trading Day" means (a) a day on which the Common Stock is traded on
the OTC Bulletin Board, or (b) if the Common Stock is not traded on the OTC
Bulletin Board, a day on which the Common Stock is quoted in the
over-the-counter market as reported by the National Quotation Bureau
Incorporated (or any similar organization or agency succeeding its functions of
reporting prices); provided, however, that in the event that the Common Stock is
not listed or quoted as set forth in (a) or (b) hereof, then Trading Day shall
mean any day except Saturday, Sunday and any day which shall be a legal holiday
or a day on which banking institutions in the State of New York are authorized
or required by law or other government action to close.

                                        REMOTE DYNAMICS, INC.


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                      -23-

<PAGE>

                                    EXHIBIT A

                                WIRE INSTRUCTIONS

Payee: ________________________________________________________

Bank: _________________________________________________________

Address: ______________________________________________________

         ______________________________________________________

Bank No.: _____________________________________________________

Account No.: __________________________________________________

Account Name: _________________________________________________


                                      -24-

<PAGE>

                                     FORM OF

                              NOTICE OF CONVERSION

     (To be Executed by the Registered Holder in order to Convert the Note)

The undersigned hereby irrevocably elects to convert $ ________________ of the
principal amount of the above Note No. ___ into shares of Common Stock of Remote
Dynamics, Inc. (the "Maker") according to the conditions hereof, as of the date
written below.

Date of Conversion _____________________________________________________________

Applicable Conversion Price ____________________________________________________

Number of shares of Common Stock beneficially owned or deemed beneficially owned
by the Holder on the Date of Conversion: _______________________________________

Signature ______________________________________________________________________
          [Name]

Address: _______________________________________________________________________

         _______________________________________________________________________


                                      -25-

<PAGE>

                                                                  EXECUTION COPY

                                   EXHIBIT C-1
                                     FORM OF
                               SERIES A-7 WARRANT

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED
OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER
APPLICABLE STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF
COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH
SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE
SECURITIES LAWS IS NOT REQUIRED.

                         SERIES A-7 WARRANT TO PURCHASE

                             SHARES OF COMMON STOCK

                                       OF

                              REMOTE DYNAMICS, INC.


                            Expires February __, 2013

No.: W-A-7-06- __                                  Number of Shares: ___________
Date of Issuance: February __, 2006


         FOR VALUE RECEIVED, the undersigned, Remote Dynamics, Inc., a Delaware
corporation (together with its successors and assigns, the "Issuer"), hereby
certifies that _____________________ or its registered assigns is entitled to
subscribe for and purchase, during the Term (as hereinafter defined), up to
__________________________ (_____________) shares (subject to adjustment as
hereinafter provided) of the Common Stock of the Issuer, at an exercise price
per share equal to the Warrant Price then in effect, subject, however, to the
provisions and upon the terms and conditions hereinafter set forth. Capitalized
terms used in this Warrant and not otherwise defined herein shall have the
respective meanings specified in Section 9 hereof.

         1. Term. The term of this Warrant shall commence on February __, 2006
and shall expire at 5:00 p.m., eastern time, on February __, 2013 (such period
being the "Term").

         2. Method of Exercise; Payment; Issuance of New Warrant; Transfer and
Exchange.

         (a) Time of Exercise. The purchase rights represented by this Warrant
may be exercised in whole or in part during the Term.



                                      -1-
<PAGE>


         (b) Method of Exercise. The Holder hereof may exercise this Warrant, in
whole or in part, by the surrender of this Warrant (with the exercise form
attached hereto duly executed) at the principal office of the Issuer, and by the
payment to the Issuer of an amount of consideration therefor equal to the
Warrant Price in effect on the date of such exercise multiplied by the number of
shares of Warrant Stock with respect to which this Warrant is then being
exercised, payable at such Holder's election (i) by certified or official bank
check or by wire transfer to an account designated by the Issuer, (ii) by
"cashless exercise" in accordance with the provisions of subsection (c) of this
Section 2, but only when a registration statement under the Securities Act
providing for the resale of the Warrant Stock is not then in effect, or (iii) by
a combination of the foregoing methods of payment selected by the Holder of this
Warrant.

         (c) Cashless Exercise. Notwithstanding any provisions herein to the
contrary and commencing one (1) year following the Original Issue Date if (i)
the Per Share Market Value of one share of Common Stock is greater than the
Warrant Price (at the date of calculation as set forth below) and (ii) a
registration statement under the Securities Act providing for the resale of the
Warrant Stock is not then in effect by the date such registration statement is
required to be effective pursuant to the Registration Rights Agreement (as
defined in the Purchase Agreement) or not effective at any time during the
Effectiveness Period (as defined in the Registration Rights Agreement) in
accordance with the terms of the Registration Rights Agreement, in lieu of
exercising this Warrant by payment of cash, the Holder may exercise this Warrant
by a cashless exercise and shall receive the number of shares of Common Stock
equal to an amount (as determined below) by surrender of this Warrant at the
principal office of the Issuer together with the properly endorsed Notice of
Exercise in which event the Issuer shall issue to the Holder a number of shares
of Common Stock computed using the following formula:

             X = Y -  (A)(Y)
                      ------
                         B

Where        X =      the number of shares of Common Stock to be issued to the
                      Holder.

             Y =      the number of shares of Common Stock purchasable upon
                      exercise of all of the Warrant or, if only a portion of
                      the Warrant is being exercised, the portion of the Warrant
                      being exercised.

             A =      the Warrant Price.

             B =      the Per Share Market Value of one share of Common Stock.

         (d) Issuance of Stock Certificates. In the event of any exercise of
this Warrant in accordance with and subject to the terms and conditions hereof,
(i) certificates for the shares of Warrant Stock so purchased shall be dated the
date of such exercise and delivered to the Holder hereof within a reasonable
time, not exceeding three (3) Trading Days after such exercise (the "Delivery
Date") or, at the request of the Holder (provided that a registration statement
under the Securities Act providing for the resale of the Warrant Stock is then
in effect), issued and delivered to the Depository Trust Company ("DTC") account
on the Holder's behalf via the Deposit Withdrawal Agent Commission System
("DWAC") within a reasonable time, not exceeding three (3) Trading Days after
such exercise, and the Holder hereof shall be deemed for



                                      -2-
<PAGE>


all purposes to be the holder of the shares of Warrant Stock so purchased as of
the date of such exercise and (ii) unless this Warrant has expired, a new
Warrant representing the number of shares of Warrant Stock, if any, with respect
to which this Warrant shall not then have been exercised (less any amount
thereof which shall have been canceled in payment or partial payment of the
Warrant Price as hereinabove provided) shall also be issued to the Holder hereof
at the Issuer's expense within such time.

         (e) Compensation for Buy-In on Failure to Timely Deliver Certificates
Upon Exercise. In addition to any other rights available to the Holder, if the
Issuer fails to cause its transfer agent to transmit to the Holder a certificate
or certificates representing the Warrant Stock pursuant to an exercise on or
before the Delivery Date, and if after such date the Holder is required by its
broker to purchase (in an open market transaction or otherwise) shares of Common
Stock to deliver in satisfaction of a sale by the Holder of the Warrant Stock
which the Holder anticipated receiving upon such exercise (a "Buy-In"), then the
Issuer shall (1) pay in cash to the Holder the amount by which (x) the Holder's
total purchase price (including brokerage commissions, if any) for the shares of
Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the
number of shares of Warrant Stock that the Issuer was required to deliver to the
Holder in connection with the exercise at issue times (B) the price at which the
sell order giving rise to such purchase obligation was executed, and (2) at the
option of the Holder, either reinstate the portion of the Warrant and equivalent
number of shares of Warrant Stock for which such exercise was not honored or
deliver to the Holder the number of shares of Common Stock that would have been
issued had the Issuer timely complied with its exercise and delivery obligations
hereunder. For example, if the Holder purchases Common Stock having a total
purchase price of $11,000 to cover a Buy-In with respect to an attempted
exercise of shares of Common Stock with an aggregate sale price giving rise to
such purchase obligation of $10,000, under clause (1) of the immediately
preceding sentence the Issuer shall be required to pay the Holder $1,000. The
Holder shall provide the Issuer written notice indicating the amounts payable to
the Holder in respect of the Buy-In, together with applicable confirmations and
other evidence reasonably requested by the Issuer. Nothing herein shall limit a
Holder's right to pursue any other remedies available to it hereunder, at law or
in equity including, without limitation, a decree of specific performance and/or
injunctive relief with respect to the Issuer's failure to timely deliver
certificates representing shares of Common Stock upon exercise of this Warrant
as required pursuant to the terms hereof.

         (f) Transferability of Warrant. Subject to Section 2(h), this Warrant
may be transferred by a Holder without the consent of the Issuer. If transferred
pursuant to this paragraph, this Warrant may be transferred on the books of the
Issuer by the Holder hereof in person or by duly authorized attorney, upon
surrender of this Warrant at the principal office of the Issuer, properly
endorsed (by the Holder executing an assignment in the form attached hereto) and
upon payment of any necessary transfer tax or other governmental charge imposed
upon such transfer. This Warrant is exchangeable at the principal office of the
Issuer for Warrants to purchase the same aggregate number of shares of Warrant
Stock, each new Warrant to represent the right to purchase such number of shares
of Warrant Stock as the Holder hereof shall designate at the time of such
exchange. All Warrants issued on transfers or exchanges shall be dated the
Original Issue Date and shall be identical with this Warrant except as to the
number of shares of Warrant Stock issuable pursuant thereto.



                                      -3-
<PAGE>


         (g) Continuing Rights of Holder. The Issuer will, at the time of or at
any time after each exercise of this Warrant, upon the request of the Holder
hereof, acknowledge in writing the extent, if any, of its continuing obligation
to afford to such Holder all rights to which such Holder shall continue to be
entitled after such exercise in accordance with the terms of this Warrant,
provided that if any such Holder shall fail to make any such request, the
failure shall not affect the continuing obligation of the Issuer to afford such
rights to such Holder.

         (h) Compliance with Securities Laws.

                  (i) The Holder of this Warrant, by acceptance hereof,
         acknowledges that this Warrant and the shares of Warrant Stock to be
         issued upon exercise hereof are being acquired solely for the Holder's
         own account and not as a nominee for any other party, and for
         investment, and that the Holder will not offer, sell or otherwise
         dispose of this Warrant or any shares of Warrant Stock to be issued
         upon exercise hereof except pursuant to an effective registration
         statement, or an exemption from registration, under the Securities Act
         and any applicable state securities laws.

                  (ii) Except as provided in paragraph (iii) below, this Warrant
         and all certificates representing shares of Warrant Stock issued upon
         exercise hereof shall be stamped or imprinted with a legend in
         substantially the following form:

                  THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON
                  EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
                  ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE
                  SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE
                  DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND
                  UNDER APPLICABLE STATE SECURITIES LAWS OR THE ISSUER SHALL
                  HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO
                  THE ISSUER THAT REGISTRATION OF SUCH SECURITIES UNDER THE
                  SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE
                  SECURITIES LAWS IS NOT REQUIRED.

                  (iii) The Issuer agrees to reissue this Warrant or
         certificates representing any of the Warrant Stock, without the legend
         set forth above if at such time, prior to making any transfer of any
         such securities, the Holder shall give written notice to the Issuer
         describing the manner and terms of such transfer. Such proposed
         transfer will not be effected until: (a) either (i) the Issuer has
         received an opinion of counsel reasonably satisfactory to the Issuer,
         to the effect that the registration of such securities under the
         Securities Act is not required in connection with such proposed
         transfer, (ii) a registration statement under the Securities Act
         covering such proposed disposition has been filed by the Issuer with
         the Securities and Exchange Commission and has become effective under
         the Securities Act, (iii) the Issuer has received other evidence
         reasonably satisfactory to the Issuer that such registration and
         qualification under the Securities Act and state



                                      -4-
<PAGE>


         securities laws are not required (which may include an opinion of
         counsel provided by the Issuer), or (iv) the Holder provides the Issuer
         with reasonable assurances that such security can be sold pursuant to
         Rule 144 under the Securities Act (which may include an opinion of
         counsel provided by the Issuer); and (b) either (i) the Issuer has
         received an opinion of counsel reasonably satisfactory to the Issuer,
         to the effect that registration or qualification under the securities
         or "blue sky" laws of any state is not required in connection with such
         proposed disposition, or (ii) compliance with applicable state
         securities or "blue sky" laws has been effected or a valid exemption
         exists with respect thereto (which may include an opinion of counsel
         provided by the Issuer). The Issuer will respond to any such notice
         from a holder within three (3) business days. In the case of any
         proposed transfer under this Section 2(h), the Issuer will use
         reasonable efforts to comply with any such applicable state securities
         or "blue sky" laws, but shall in no event be required, (x) to qualify
         to do business in any state where it is not then qualified, (y) to take
         any action that would subject it to tax or to the general service of
         process in any state where it is not then subject, or (z) to comply
         with state securities or "blue sky" laws of any state for which
         registration by coordination is unavailable to the Issuer. The
         restrictions on transfer contained in this Section 2(h) shall be in
         addition to, and not by way of limitation of, any other restrictions on
         transfer contained in any other section of this Warrant. Whenever a
         certificate representing the Warrant Stock is required to be issued to
         a the Holder without a legend, in lieu of delivering physical
         certificates representing the Warrant Stock, provided the Issuer's
         transfer agent is participating in the DTC Fast Automated Securities
         Transfer program, the Issuer shall use its reasonable best efforts to
         cause its transfer agent to electronically transmit the Warrant Stock
         to the Holder by crediting the account of the Holder's Prime Broker
         with DTC through its DWAC system (to the extent not inconsistent with
         any provisions of this Warrant or the Purchase Agreement).

         (i) Accredited Investor Status. In no event may the Holder exercise
this Warrant in whole or in part unless the Holder is an "accredited investor"
as defined in Regulation D under the Securities Act.

         3. Stock Fully Paid; Reservation and Listing of Shares; Covenants.

         (a) Stock Fully Paid. The Issuer represents, warrants, covenants and
agrees that all shares of Warrant Stock which may be issued upon the exercise of
this Warrant or otherwise hereunder will, when issued in accordance with the
terms of this Warrant, be duly authorized, validly issued, fully paid and
nonassessable and free from all taxes, liens and charges created by or through
the Issuer. Subject to obtaining Stockholder Approval (as defined in the
Purchase Agreement) in accordance with Section 3.21 of the Purchase Agreement,
the Issuer further covenants and agrees that during the period within which this
Warrant may be exercised, the Issuer will at all times have authorized and
reserved for the purpose of issuance upon exercise of this Warrant a number of
shares of Common Stock equal to at least one hundred twenty percent (120%) of
the aggregate number of shares of Common Stock to provide for the exercise of
this Warrant.

         (b) Reservation. If any shares of Common Stock required to be reserved
for issuance upon exercise of this Warrant or as otherwise provided hereunder
require registration or



                                      -5-
<PAGE>


qualification with any governmental authority under any federal or state law
before such shares may be so issued, the Issuer will use its reasonable best
efforts as expeditiously as possible at its expense to cause such shares to be
duly registered or qualified. If the Issuer shall list any shares of Common
Stock on any securities exchange or market it will, at its expense, list
thereon, maintain and increase when necessary such listing, of, all shares of
Warrant Stock from time to time issued upon exercise of this Warrant or as
otherwise provided hereunder (provided that such Warrant Stock has been
registered pursuant to a registration statement under the Securities Act then in
effect), and, to the extent permissible under the applicable securities exchange
rules, all unissued shares of Warrant Stock which are at any time issuable
hereunder, so long as any shares of Common Stock shall be so listed. The Issuer
will also so list on each securities exchange or market, and will maintain such
listing of, any other securities which the Holder of this Warrant shall be
entitled to receive upon the exercise of this Warrant if at the time any
securities of the same class shall be listed on such securities exchange or
market by the Issuer.

         (c) Covenants. The Issuer shall not by any action including, without
limitation, amending the Certificate of Incorporation or the by-laws of the
Issuer, or through any reorganization, transfer of assets, consolidation,
merger, dissolution, issue or sale of securities or any other action, avoid or
seek to avoid the observance or performance of any of the terms of this Warrant,
but will at all times in good faith assist in the carrying out of all such terms
and in the taking of all such actions as may be necessary or appropriate to
protect the rights of the Holder hereof against dilution (to the extent
specifically provided herein) or impairment. Without limiting the generality of
the foregoing, the Issuer will (i) not permit the par value, if any, of its
Common Stock to exceed the then effective Warrant Price, (ii) not amend or
modify any provision of the Certificate of Incorporation or by-laws of the
Issuer in any manner that would adversely affect the rights of the Holders of
the Warrants, (iii) take all such action as may be reasonably necessary in order
that the Issuer may validly and legally issue fully paid and nonassessable
shares of Common Stock, free and clear of any liens, claims, encumbrances and
restrictions (other than as provided herein) created by the Issuer upon the
exercise of this Warrant, and (iv) use its reasonable best efforts to obtain all
such authorizations, exemptions or consents from any public regulatory body
having jurisdiction thereof as may be reasonably necessary to enable the Issuer
to perform its obligations under this Warrant.

         (d) Loss, Theft, Destruction of Warrants. Upon receipt of evidence
satisfactory to the Issuer of the ownership of and the loss, theft, destruction
or mutilation of any Warrant and, in the case of any such loss, theft or
destruction, upon receipt of indemnity or security satisfactory to the Issuer
or, in the case of any such mutilation, upon surrender and cancellation of such
Warrant, the Issuer will make and deliver, in lieu of such lost, stolen,
destroyed or mutilated Warrant, a new Warrant of like tenor and representing the
right to purchase the same number of shares of Common Stock.

         4. Adjustment of Warrant Price. The price at which such shares of
Warrant Stock may be purchased upon exercise of this Warrant shall be subject to
adjustment from time to time as set forth in this Section 4. The Issuer shall
give the Holder notice of any event described below which requires an adjustment
pursuant to this Section 4 in accordance with the notice provisions set forth in
Section 5.



                                      -6-
<PAGE>


         (a) Recapitalization, Reorganization, Reclassification, Consolidation,
Merger or Sale.

                  (i) In case the Issuer after the Original Issue Date shall do
         any of the following (each, a "Triggering Event"): (a) consolidate or
         merge with or into any other Person and the Issuer shall not be the
         continuing or surviving corporation of such consolidation or merger, or
         (b) permit any other Person to consolidate with or merge into the
         Issuer and the Issuer shall be the continuing or surviving Person but,
         in connection with such consolidation or merger, any Capital Stock of
         the Issuer shall be changed into or exchanged for Securities of any
         other Person or cash or any other property, or (c) transfer all or
         substantially all of its properties or assets to any other Person, or
         (d) effect a capital reorganization or reclassification of its Capital
         Stock, then, and in the case of each such Triggering Event, proper
         provision shall be made so that, upon the basis and the terms and in
         the manner provided in this Warrant, the Holder of this Warrant shall
         be entitled upon the exercise hereof at any time after the consummation
         of such Triggering Event, to the extent this Warrant is not exercised
         prior to such Triggering Event, to receive at the Warrant Price in
         effect at the time immediately prior to the consummation of such
         Triggering Event in lieu of the Common Stock issuable upon such
         exercise of this Warrant prior to such Triggering Event, the
         Securities, cash and property to which such Holder would have been
         entitled upon the consummation of such Triggering Event if such Holder
         had exercised the rights represented by this Warrant immediately prior
         thereto (including the right of a shareholder to elect the type of
         consideration it will receive upon a Triggering Event), subject to
         adjustments (subsequent to such corporate action) as nearly equivalent
         as possible to the adjustments provided for elsewhere in this Section
         4. Notwithstanding the foregoing to the contrary, this Section 4(a)(i)
         shall only apply if the surviving entity pursuant to any such
         Triggering Event is a company has a class of equity securities
         registered pursuant to the Securities Exchange Act of 1934, as amended,
         and its common stock is listed or quoted on a national securities
         exchange, national automated quotation system or the OTC Bulletin
         Board. In the event that the surviving entity pursuant to any such
         Triggering Event is not a company that has a class of equity securities
         registered pursuant to the Securities Exchange Act of 1934, as amended,
         or its common stock is not listed or quoted on a national securities
         exchange, national automated quotation system or the OTC Bulletin
         Board, then the Holder shall have the right to demand that the Issuer
         pay to the Holder an amount equal to the value of this Warrant
         according to the Black-Scholes formula.

                  (ii) Notwithstanding anything contained in this Warrant to the
         contrary and so long as the surviving entity pursuant to any Triggering
         Event is a company that has a class of equity securities registered
         pursuant to the Securities Exchange Act of 1934, as amended, and its
         common stock is listed or quoted on a national securities exchange,
         national automated quotation system or the OTC Bulletin Board, a
         Triggering Event shall not be deemed to have occurred if, prior to the
         consummation thereof, each Person (other than the Issuer) which may be
         required to deliver any Securities, cash or property upon the exercise
         of this Warrant as provided herein shall assume, by written instrument
         delivered to, and reasonably satisfactory to, the Holder of this
         Warrant, (A) the obligations of the Issuer under this Warrant (and if
         the Issuer shall survive the consummation of such Triggering Event,
         such assumption shall be in addition to, and shall not release the
         Issuer from, any continuing obligations of the Issuer under this



                                      -7-
<PAGE>


         Warrant) and (B) the obligation to deliver to such Holder such
         Securities, cash or property as, in accordance with the foregoing
         provisions of this subsection (a), such Holder shall be entitled to
         receive, and such Person shall have similarly delivered to such Holder
         an opinion of counsel for such Person, which counsel shall be
         reasonably satisfactory to such Holder, or in the alternative, a
         written acknowledgement executed by the President or Chief Financial
         Officer of the Issuer, stating that this Warrant shall thereafter
         continue in full force and effect and the terms hereof (including,
         without limitation, all of the provisions of this subsection (a)) shall
         be applicable to the Securities, cash or property which such Person may
         be required to deliver upon any exercise of this Warrant or the
         exercise of any rights pursuant hereto.

                  (b) Stock Dividends, Subdivisions and Combinations. If at any
time the Issuer shall:

                           (i) make or issue or set a record date for the
         holders of the Common Stock for the purpose of entitling them to
         receive a dividend payable in, or other distribution of, shares of
         Common Stock,

                           (ii) subdivide its outstanding shares of Common Stock
         into a larger number of shares of Common Stock, or

                           (iii) combine its outstanding shares of Common Stock
         into a smaller number of shares of Common Stock,

then (1) the number of shares of Common Stock for which this Warrant is
exercisable immediately after the occurrence of any such event shall be adjusted
to equal the number of shares of Common Stock which a record holder of the same
number of shares of Common Stock for which this Warrant is exercisable
immediately prior to the occurrence of such event would own or be entitled to
receive after the happening of such event, and (2) the Warrant Price then in
effect shall be adjusted to equal (A) the Warrant Price then in effect
multiplied by the number of shares of Common Stock for which this Warrant is
exercisable immediately prior to the adjustment divided by (B) the number of
shares of Common Stock for which this Warrant is exercisable immediately after
such adjustment.

         (c) Certain Other Distributions. If at any time the Issuer shall make
or issue or set a record date for the holders of the Common Stock for the
purpose of entitling them to receive any dividend or other distribution of:

                           (i) cash (other than a cash dividend payable out of
         earnings or earned surplus legally available for the payment of
         dividends under the laws of the jurisdiction of incorporation of the
         Issuer),

                           (ii) any evidences of its indebtedness, any shares of
         stock of any class or any other securities or property of any nature
         whatsoever (other than cash, Common Stock Equivalents or Additional
         Shares of Common Stock), or

                           (iii) any warrants or other rights to subscribe for
         or purchase any



                                      -8-
<PAGE>


         evidences of its indebtedness, any shares of stock of any class or any
         other securities or property of any nature whatsoever (other than cash,
         Common Stock Equivalents or Additional Shares of Common Stock),

then (1) the number of shares of Common Stock for which this Warrant is
exercisable shall be adjusted to equal the product of the number of shares of
Common Stock for which this Warrant is exercisable immediately prior to such
adjustment multiplied by a fraction (A) the numerator of which shall be the Per
Share Market Value of Common Stock at the date of taking such record and (B) the
denominator of which shall be such Per Share Market Value minus the amount
allocable to one share of Common Stock of any such cash so distributable and of
the fair value (as determined in good faith by the Board of Directors of the
Issuer and supported by an opinion from an investment banking firm mutually
agreed upon by the Issuer and the Holder) of any and all such evidences of
indebtedness, shares of stock, other securities or property or warrants or other
subscription or purchase rights so distributable, and (2) the Warrant Price then
in effect shall be adjusted to equal (A) the Warrant Price then in effect
multiplied by the number of shares of Common Stock for which this Warrant is
exercisable immediately prior to the adjustment divided by (B) the number of
shares of Common Stock for which this Warrant is exercisable immediately after
such adjustment. A reclassification of the Common Stock (other than a change in
par value, or from par value to no par value or from no par value to par value)
into shares of Common Stock and shares of any other class of stock shall be
deemed a distribution by the Issuer to the holders of its Common Stock of such
shares of such other class of stock within the meaning of this Section 4(c) and,
if the outstanding shares of Common Stock shall be changed into a larger or
smaller number of shares of Common Stock as a part of such reclassification,
such change shall be deemed a subdivision or combination, as the case may be, of
the outstanding shares of Common Stock within the meaning of Section 4(b).

         (d) Issuance of Additional Shares of Common Stock. In the event the
Issuer shall at any time following the Original Issue Date issue any Additional
Shares of Common Stock (otherwise than as provided in the foregoing subsections
(b) through (c) of this Section 4), at a price per share less than the Warrant
Price then in effect or without consideration, then the Warrant Price upon each
such issuance shall be adjusted to the price equal to the consideration per
share paid for such Additional Shares of Common Stock.

         (e) Issuance of Common Stock Equivalents. If at any time the Issuer
shall take a record of the holders of its Common Stock for the purpose of
entitling them to receive a distribution of, or shall in any manner (whether
directly or by assumption in a merger in which the Issuer is the surviving
corporation) issue or sell, any Common Stock Equivalents, whether or not the
rights to exchange or convert thereunder are immediately exercisable, and the
price per share for which Common Stock is issuable upon such conversion or
exchange shall be less than the Warrant Price in effect immediately prior to the
time of such issue or sale, or if, after any such issuance of Common Stock
Equivalents, the price per share for which Additional Shares of Common Stock may
be issuable thereafter is amended or adjusted, and such price as so amended
shall make be less than the Warrant Price in effect at the time of such
amendment or adjustment, then the Warrant Price then in effect shall be adjusted
as provided in Section 4(d). No further adjustments of the number of shares of
Common Stock for which this Warrant is exercisable and the Warrant Price then in
effect shall be made upon the actual issue of such Common Stock upon conversion
or exchange of such Common Stock Equivalents.



                                      -9-
<PAGE>


         (f) Other Provisions applicable to Adjustments under this Section. The
following provisions shall be applicable to the making of adjustments of the
number of shares of Common Stock for which this Warrant is exercisable and the
Warrant Price then in effect provided for in this Section 4:

                  (i) Computation of Consideration. To the extent that any
Additional Shares of Common Stock or any Common Stock Equivalents (or any
warrants or other rights therefor) shall be issued for cash consideration, the
consideration received by the Issuer therefor shall be the amount of the cash
received by the Issuer therefor, or, if such Additional Shares of Common Stock
or Common Stock Equivalents are offered by the Issuer for subscription, the
subscription price, or, if such Additional Shares of Common Stock or Common
Stock Equivalents are sold to underwriters or dealers for public offering
without a subscription offering, the initial public offering price (in any such
case subtracting any amounts paid or receivable for accrued interest or accrued
dividends and without taking into account any compensation, discounts or
expenses paid or incurred by the Issuer for and in the underwriting of, or
otherwise in connection with, the issuance thereof). In connection with any
merger or consolidation in which the Issuer is the surviving corporation (other
than any consolidation or merger in which the previously outstanding shares of
Common Stock of the Issuer shall be changed to or exchanged for the stock or
other securities of another corporation), the amount of consideration therefore
shall be, deemed to be the fair value of such portion of the assets and business
of the nonsurviving corporation as the Board may determine to be attributable to
such shares of Common Stock or Common Stock Equivalents, as the case may be.
Such determination of the fair value of such consideration shall be made by an
Independent Appraiser. The consideration for any Additional Shares of Common
Stock issuable pursuant to the terms of any Common Stock Equivalents shall be
the consideration received by the Issuer for issuing such Common Stock
Equivalents, plus the additional consideration, if any, payable to the Issuer
upon the exercise of the right of conversion or exchange in such Common Stock
Equivalents. In the event of any consolidation or merger of the Issuer in which
the Issuer is not the surviving corporation or in which the previously
outstanding shares of Common Stock of the Issuer shall be changed into or
exchanged for the stock or other securities of another corporation, or in the
event of any sale of all or substantially all of the assets of the Issuer for
stock or other securities of any corporation, the Issuer shall be deemed to have
issued a number of shares of its Common Stock for stock or securities or other
property of the other corporation computed on the basis of the actual exchange
ratio on which the transaction was predicated, and for a consideration equal to
the fair market value on the date of such transaction of all such stock or
securities or other property of the other corporation. In the event any
consideration received by the Issuer for any securities consists of property
other than cash, the fair market value thereof at the time of issuance or as
otherwise applicable shall be as determined in good faith by the Board. In the
event Common Stock is issued with other shares or securities or other assets of
the Issuer for consideration which covers both, the consideration computed as
provided in this Section 4(f)(i) shall be allocated among such securities and
assets as determined in good faith by the Board.

                  (ii) When Adjustments to Be Made. The adjustments required by
this Section 4 shall be made whenever and as often as any specified event
requiring an adjustment shall occur, except that any adjustment of the number of
shares of Common Stock for which this Warrant is exercisable that would
otherwise be required may be postponed (except in the case of



                                      -10-
<PAGE>


a subdivision or combination of shares of the Common Stock, as provided for in
Section 4(b)) up to, but not beyond the date of exercise if such adjustment
either by itself or with other adjustments not previously made adds or subtracts
less than one percent (1%) of the shares of Common Stock for which this Warrant
is exercisable immediately prior to the making of such adjustment. Any
adjustment representing a change of less than such minimum amount (except as
aforesaid) which is postponed shall be carried forward and made as soon as such
adjustment, together with other adjustments required by this Section 4 and not
previously made, would result in a minimum adjustment or on the date of
exercise. For the purpose of any adjustment, any specified event shall be deemed
to have occurred at the close of business on the date of its occurrence.

                  (iii) Fractional Interests. In computing adjustments under
this Section 4, fractional interests in Common Stock shall be taken into account
to the nearest one one-hundredth (1/100th) of a share.

                  (iv) When Adjustment Not Required. If the Issuer shall take a
record of the holders of its Common Stock for the purpose of entitling them to
receive a dividend or distribution or subscription or purchase rights and shall,
thereafter and before the distribution to stockholders thereof, legally abandon
its plan to pay or deliver such dividend, distribution, subscription or purchase
rights, then thereafter no adjustment shall be required by reason of the taking
of such record and any such adjustment previously made in respect thereof shall
be rescinded and annulled.

         (g) Form of Warrant after Adjustments. The form of this Warrant need
not be changed because of any adjustments in the Warrant Price or the number and
kind of Securities purchasable upon the exercise of this Warrant.

         (h) Escrow of Warrant Stock. If after any property becomes
distributable pursuant to this Section 4 by reason of the taking of any record
of the holders of Common Stock, but prior to the occurrence of the event for
which such record is taken, and the Holder exercises this Warrant, any shares of
Common Stock issuable upon exercise by reason of such adjustment shall be deemed
the last shares of Common Stock for which this Warrant is exercised
(notwithstanding any other provision to the contrary herein) and such shares or
other property shall be held in escrow for the Holder by the Issuer to be issued
to the Holder upon and to the extent that the event actually takes place, upon
payment of the current Warrant Price. Notwithstanding any other provision to the
contrary herein, if the event for which such record was taken fails to occur or
is rescinded, then such escrowed shares shall be cancelled by the Issuer and
escrowed property returned.

         5. Notice of Adjustments. Whenever the Warrant Price or Warrant Share
Number shall be adjusted pursuant to Section 4 hereof (for purposes of this
Section 5, each an "adjustment"), the Issuer shall cause its Chief Financial
Officer to prepare and execute a certificate setting forth, in reasonable
detail, the event requiring the adjustment, the amount of the adjustment, the
method by which such adjustment was calculated (including a description of the
basis on which the Board made any determination hereunder), and the Warrant
Price and Warrant Share Number after giving effect to such adjustment, and shall
cause copies of such certificate to be delivered to the Holder of this Warrant
promptly after each adjustment. Any



                                      -11-
<PAGE>


dispute between the Issuer and the Holder of this Warrant with respect to the
matters set forth in such certificate may at the option of the Holder of this
Warrant be submitted to a national or regional accounting firm reasonably
acceptable to the Issuer and the Holder, provided that the Issuer shall have ten
(10) days after receipt of notice from such Holder of its selection of such firm
to object thereto, in which case such Holder shall select another such firm and
the Issuer shall have no such right of objection. The firm selected by the
Holder of this Warrant as provided in the preceding sentence shall be instructed
to deliver a written opinion as to such matters to the Issuer and such Holder
within thirty (30) days after submission to it of such dispute. Such opinion
shall be final and binding on the parties hereto. The costs and expenses of the
initial accounting firm shall be paid equally by the Issuer and the Holder and,
in the case of an objection by the Issuer, the costs and expenses of the
subsequent accounting firm shall be paid in full by the Issuer.

         6. Fractional Shares. No fractional shares of Warrant Stock will be
issued in connection with any exercise hereof, but in lieu of such fractional
shares, the Issuer shall make a cash payment therefor equal in amount to the
product of the applicable fraction multiplied by the Per Share Market Value then
in effect.

         7. Ownership Cap and Certain Exercise Restrictions. (a) Notwithstanding
anything to the contrary set forth in this Warrant, at no time may a Holder of
this Warrant exercise this Warrant if the number of shares of Common Stock to be
issued pursuant to such exercise would exceed, when aggregated with all other
shares of Common Stock owned by such Holder at such time, the number of shares
of Common Stock which would result in such Holder beneficially owning (as
determined in accordance with Section 13(d) of the Exchange Act and the rules
thereunder) in excess of 4.9% of the then issued and outstanding shares of
Common Stock; provided, however, that upon a holder of this Warrant providing
the Issuer with sixty-one (61) days notice (pursuant to Section 13 hereof) (the
"Waiver Notice") that such Holder would like to waive this Section 7(a) with
regard to any or all shares of Common Stock issuable upon exercise of this
Warrant, this Section 7(a) will be of no force or effect with regard to all or a
portion of the Warrant referenced in the Waiver Notice; provided, further, that
this provision shall be of no further force or effect during the sixty-one (61)
days immediately preceding the expiration of the term of this Warrant.

                  (b) The Holder may not exercise the Warrant hereunder to the
extent such exercise would result in the Holder beneficially owning (as
determined in accordance with Section 13(d) of the Exchange Act and the rules
thereunder) in excess of 9.9% of the then issued and outstanding shares of
Common Stock, including shares issuable upon exercise of the Warrant held by the
Holder after application of this Section; provided, however, that upon a holder
of this Warrant providing the Issuer with a Waiver Notice that such holder would
like to waive this Section 7(b) with regard to any or all shares of Common Stock
issuable upon exercise of this Warrant, this Section 7(b) shall be of no force
or effect with regard to those shares of Warrant Stock referenced in the Waiver
Notice; provided, further, that this provision shall be of no further force or
effect during the sixty-one (61) days immediately preceding the expiration of
the term of this Warrant.

         8. Call. Notwithstanding anything herein to the contrary, the Issuer
may at any time following the Original Issue Date call up to one hundred percent
(100%) of this Warrant then



                                      -12-
<PAGE>


still outstanding by providing the Holder of this Warrant written notice
pursuant to Section 13 (the "Call Notice"); provided, that, in connection with
any call by the Issuer under this Section 8, (A) the Per Share Market Value of
the Common Stock has been greater than $1.00 per share for a period of ten (10)
consecutive Trading Days immediately prior to the date of delivery of the Call
Notice (a "Call Notice Period") and the average daily trading volume during the
Call Notice Period exceeds 500,000 shares of Common Stock; (B) a registration
statement under the Securities Act providing for the resale of the Warrant Stock
and the shares of Common Stock issuable upon conversion of the Notes (the
"Registration Statement") is then in effect and has been effective, without
lapse or suspension of any kind, for a period of sixty (60) consecutive calendar
days, (C) trading in the Common Stock shall not have been suspended by the
Securities and Exchange Commission or the OTC Bulletin Board (or other exchange
or market on which the Common Stock is trading), (D) the Issuer is in material
compliance with the terms and conditions of this Warrant and (E) the Issuer is
not in possession of any material non-public information; provided, further,
that the Registration Statement must be effective from the date of delivery of
the Call Notice until the date which is the later of (i) the date the Holder
exercises the Warrant pursuant to the Call Notice and (ii) the 20th day after
the Holder receives the Call Notice (the "Early Termination Date"). The rights
and privileges granted pursuant to this Warrant with respect to the shares of
Warrant Stock subject to the Call Notice (the "Called Warrant Shares") shall
expire on the Early Termination Date if this Warrant is not exercised with
respect to such Called Warrant Shares prior to such Early Termination Date. In
the event this Warrant is not exercised with respect to the Called Warrant
Shares, the Issuer shall remit to the Holder of this Warrant (i) $.001 per
Called Warrant Share and (ii) a new Warrant representing the number of shares of
Warrant Stock, if any, which shall not have been subject to the Call Notice upon
the Holder tendering to the Issuer the applicable Warrant certificate.
Notwithstanding anything in the foregoing to the contrary, if the Holder may not
exercise this Warrant as a result of the restrictions contained in Section 7
hereof, the Call Notice shall be deemed null and void and shall not be deemed
effective until the date that the Holder may exercise this Warrant in accordance
with Section 7 hereof.

         9. Definitions. For the purposes of this Warrant, the following terms
have the following meanings:

                  "Additional Shares of Common Stock" means all shares of Common
         Stock issued by the Issuer after the Original Issue Date, and all
         shares of Other Common, if any, issued by the Issuer after the Original
         Issue Date, except: (i) securities issued (other than for cash) in
         connection with a merger, acquisition, or consolidation, (ii)
         securities issued pursuant to the conversion or exercise of convertible
         or exercisable securities issued or outstanding on or prior to the date
         hereof or issued pursuant to the Purchase Agreement, (iii) the Warrant
         Stock, (iv) securities issued in connection with bona fide strategic
         license agreements or other partnering arrangements so long as such
         issuances are not for the purpose of raising capital, (v) Common Stock
         issued or the issuance or grants of options to purchase Common Stock
         pursuant to the Issuer's stock option plans and employee stock purchase
         plans as they now exist on the Original Issue Date, (vi) any warrants
         issued to the placement agent and its designees for the transactions
         contemplated by the Purchase Agreement, (vii) Common Stock issued in
         connection with consulting or advisory services not in excess of
         5,000,000 shares, and (viii) the payment of any principal in shares of
         Common Stock pursuant to the Notes.



                                      -13-
<PAGE>


                  "Board" shall mean the Board of Directors of the Issuer.

                  "Capital Stock" means and includes (i) any and all shares,
         interests, participations or other equivalents of or interests in
         (however designated) corporate stock, including, without limitation,
         shares of preferred or preference stock, (ii) all partnership interests
         (whether general or limited) in any Person which is a partnership,
         (iii) all membership interests or limited liability company interests
         in any limited liability company, and (iv) all equity or ownership
         interests in any Person of any other type.

                  "Certificate of Incorporation" means the Certificate of
         Incorporation of the Issuer as in effect on the Original Issue Date,
         and as hereafter from time to time amended, modified, supplemented or
         restated in accordance with the terms hereof and thereof and pursuant
         to applicable law.

                  "Common Stock" means the Common Stock, par value $.01 per
         share, of the Issuer and any other Capital Stock into which such stock
         may hereafter be changed.

                  "Common Stock Equivalent" means any Convertible Security or
         warrant, option or other right to subscribe for or purchase any
         Additional Shares of Common Stock or any Convertible Security.

                  "Convertible Securities" means evidences of Indebtedness,
         shares of Capital Stock or other Securities which are or may be at any
         time convertible into or exchangeable for Additional Shares of Common
         Stock. The term "Convertible Security" means one of the Convertible
         Securities.

                  "Governmental Authority" means any governmental, regulatory or
         self-regulatory entity, department, body, official, authority,
         commission, board, agency or instrumentality, whether federal, state or
         local, and whether domestic or foreign.

                  "Holders" mean the Persons who shall from time to time own any
         Warrant. The term "Holder" means one of the Holders.

                  "Independent Appraiser" means a nationally recognized or major
         regional investment banking firm or firm of independent certified
         public accountants of recognized standing (which may be the firm that
         regularly examines the financial statements of the Issuer) that is
         regularly engaged in the business of appraising the Capital Stock or
         assets of corporations or other entities as going concerns, and which
         is not affiliated with either the Issuer or the Holder of any Warrant.

                  "Issuer" means Remote Dynamics, Inc., a Delaware corporation,
         and its successors.

                  "Majority Holders" means at any time the Holders of Warrants
         exercisable for a majority of the shares of Warrant Stock then issuable
         under the outstanding Warrants at that time.



                                      -14-
<PAGE>


                  "Notes" means the series A senior secured convertible
         promissory notes issued by the Issuer to the Purchasers pursuant to the
         Purchase Agreement.

                  "Original Issue Date" means February __, 2006.

                  "OTC Bulletin Board" means the over-the-counter electronic
         bulletin board.

                  "Other Common" means any other Capital Stock of the Issuer of
         any class which shall be authorized at any time after the date of this
         Warrant (other than Common Stock) and which shall have the right to
         participate in the distribution of earnings and assets of the Issuer
         without limitation as to amount.

                  "Outstanding Common Stock" means, at any given time, the
         aggregate amount of outstanding shares of Common Stock, assuming full
         exercise, conversion or exchange (as applicable) of all options,
         warrants and other Securities which are convertible into or exercisable
         or exchangeable for, and any right to subscribe for, shares of Common
         Stock that are outstanding at such time.

                  "Person" means an individual, corporation, limited liability
         company, partnership, joint stock company, trust, unincorporated
         organization, joint venture, Governmental Authority or other entity of
         whatever nature.

                  "Per Share Market Value" means on any particular date (a) the
         VWAP, or (b) if the Common Stock is not then publicly traded the fair
         market value of a share of Common Stock as determined by an Independent
         Appraiser selected in good faith by the Majority Holders; provided,
         however, that the Issuer, after receipt of the determination by such
         Independent Appraiser, shall have the right to select an additional
         Independent Appraiser, in which case, the fair market value shall be
         equal to the average of the determinations by each such Independent
         Appraiser; and provided, further that all determinations of the Per
         Share Market Value shall be appropriately adjusted for any stock
         dividends, stock splits or other similar transactions during such
         period. The determination of fair market value by an Independent
         Appraiser shall be based upon the fair market value of the Issuer
         determined on a going concern basis as between a willing buyer and a
         willing seller and taking into account all relevant factors
         determinative of value, and shall be final and binding on all parties.
         In determining the fair market value of any shares of Common Stock, no
         consideration shall be given to any restrictions on transfer of the
         Common Stock imposed by agreement or by federal or state securities
         laws, or to the existence or absence of, or any limitations on, voting
         rights.

                  "Purchase Agreement" means the Note and Warrant Purchase
         Agreement dated as of February __, 2006, among the Issuer and the
         Purchasers.

                  "Purchasers" means the purchasers of the Notes and the
         Warrants issued by the Issuer pursuant to the Purchase Agreement.



                                      -15-
<PAGE>


                  "Securities" means any debt or equity securities of the
         Issuer, whether now or hereafter authorized, any instrument convertible
         into or exchangeable for Securities or a Security, and any option,
         warrant or other right to purchase or acquire any Security. "Security"
         means one of the Securities.

                  "Securities Act" means the Securities Act of 1933, as amended,
         or any similar federal statute then in effect.

                  "Subsidiary" means any corporation at least 50% of whose
         outstanding Voting Stock shall at the time be owned directly or
         indirectly by the Issuer or by one or more of its Subsidiaries, or by
         the Issuer and one or more of its Subsidiaries.

                  "Term" has the meaning specified in Section 1 hereof.

                  "Trading Day" means (a) a day on which the Common Stock is
         traded on the OTC Bulletin Board, or (b) if the Common Stock is not
         traded on the OTC Bulletin Board, a day on which the Common Stock is
         quoted in the over-the-counter "pink sheets' market as reported by the
         National Quotation Bureau Incorporated (or any similar organization or
         agency succeeding its functions of reporting prices); provided,
         however, that in the event that the Common Stock is not listed or
         quoted as set forth in (a) or (b) hereof, then Trading Day shall mean
         any day except Saturday, Sunday and any day which shall be a legal
         holiday or a day on which banking institutions in the State of New York
         are authorized or required by law or other government action to close.

                  "Voting Stock" means, as applied to the Capital Stock of any
         corporation, Capital Stock of any class or classes (however designated)
         having ordinary voting power for the election of a majority of the
         members of the Board of Directors (or other governing body) of such
         corporation, other than Capital Stock having such power only by reason
         of the happening of a contingency.

                  "VWAP" means, for any date, (i) the daily volume weighted
         average price of the Common Stock for such date on the OTC Bulletin
         Board as reported by Bloomberg Financial L.P. (based on a Trading Day
         from 9:30 a.m. Eastern Time to 4:02 p.m. Eastern Time); (ii) if the
         Common Stock is not then listed or quoted on the OTC Bulletin Board and
         if prices for the Common Stock are then reported in the "Pink Sheets"
         published by the Pink Sheets, LLC (or a similar organization or agency
         succeeding to its functions of reporting prices), then the average of
         the "Pink Sheet" quotes for the five (5) Trading Days preceding the
         date of determination; or (iii) in all other cases, the fair market
         value of a share of Common Stock as determined by an independent
         appraiser selected in good faith by the Holder and reasonably
         acceptable to the Maker.

                  "Warrants" means the Warrants issued and sold pursuant to the
         Purchase Agreement, including, without limitation, this Warrant, and
         any other warrants of like tenor issued in substitution or exchange for
         any thereof pursuant to the provisions of Section 2(c), 2(d) or 2(e)
         hereof or of any of such other Warrants.



                                      -16-
<PAGE>


                  "Warrant Price" initially means $0.40, as such price may be
         adjusted from time to time as shall result from the adjustments
         specified in this Warrant, including Section 4 hereto.

                  "Warrant Share Number" means at any time the aggregate number
         of shares of Warrant Stock which may at such time be purchased upon
         exercise of this Warrant, after giving effect to all prior adjustments
         and increases to such number made or required to be made under the
         terms hereof.

                  "Warrant Stock" means Common Stock issuable upon exercise of
         any Warrant or Warrants or otherwise issuable pursuant to any Warrant
         or Warrants.

         10. Other Notices. In case at any time:

                                    (A)      the Issuer shall make any
                                             distributions to the holders of
                                             Common Stock; or

                                    (B)      the Issuer shall authorize the
                                             granting to all holders of its
                                             Common Stock of rights to subscribe
                                             for or purchase any shares of
                                             Capital Stock of any class or other
                                             rights; or

                                    (C)      there shall be any reclassification
                                             of the Capital Stock of the Issuer;
                                             or

                                    (D)      there shall be any capital
                                             reorganization by the Issuer; or

                                    (E)      there shall be any (i)
                                             consolidation or merger involving
                                             the Issuer or (ii) sale, transfer
                                             or other disposition of all or
                                             substantially all of the Issuer's
                                             property, assets or business
                                             (except a merger or other
                                             reorganization in which the Issuer
                                             shall be the surviving corporation
                                             and its shares of Capital Stock
                                             shall continue to be outstanding
                                             and unchanged and except a
                                             consolidation, merger, sale,
                                             transfer or other disposition
                                             involving a wholly-owned
                                             Subsidiary); or

                                    (F)      there shall be a voluntary or
                                             involuntary dissolution,
                                             liquidation or winding-up of the
                                             Issuer or any partial liquidation
                                             of the Issuer or distribution to
                                             holders of Common Stock;

then, in each of such cases, the Issuer shall give written notice to the Holder
of the date on which (i) the books of the Issuer shall close or a record shall
be taken for such dividend, distribution or subscription rights or (ii) such
reorganization, reclassification, consolidation, merger, disposition,
dissolution, liquidation or winding-up, as the case may be, shall take place.
Such notice also shall specify the date as of which the holders of Common Stock
of record shall participate in such dividend, distribution or subscription
rights, or shall be entitled to exchange their certificates for Common Stock for
securities or other property deliverable upon such



                                      -17-
<PAGE>


reorganization, reclassification, consolidation, merger, disposition,
dissolution, liquidation or winding-up, as the case may be. Such notice shall be
given no sooner than fifteen (15) days and not later than ten (10) days prior to
the record date or the date on which the Issuer's transfer books are closed in
respect thereto. This Warrant entitles the Holder to receive copies of all
financial and other information distributed or required to be distributed to the
holders of the Common Stock.

         11. Amendment and Waiver. Any term, covenant, agreement or condition in
this Warrant may be amended, or compliance therewith may be waived (either
generally or in a particular instance and either retroactively or
prospectively), by a written instrument or written instruments executed by the
Issuer and the Majority Holders; provided, however, that no such amendment or
waiver shall reduce the Warrant Share Number, increase the Warrant Price,
shorten the period during which this Warrant may be exercised or modify any
provision of this Section 11 without the consent of the Holder of this Warrant.
No consideration shall be offered or paid to any person to amend or consent to a
waiver or modification of any provision of this Warrant unless the same
consideration is also offered to all holders of the Warrants.

         12. Governing Law; Jurisdiction. This Warrant shall be governed by and
construed in accordance with the internal laws of the State of New York, without
giving effect to any of the conflicts of law principles which would result in
the application of the substantive law of another jurisdiction. This Warrant
shall not be interpreted or construed with any presumption against the party
causing this Warrant to be drafted. The Issuer and the Holder agree that venue
for any dispute arising under this Warrant will lie exclusively in the state or
federal courts located in New York County, New York, and the parties irrevocably
waive any right to raise forum non conveniens or any other argument that New
York is not the proper venue. The Issuer and the Holder irrevocably consent to
personal jurisdiction in the state and federal courts of the state of New York.
The Issuer and the Holder consent to process being served in any such suit,
action or proceeding by mailing a copy thereof to such party at the address in
effect for notices to it under this Warrant and agrees that such service shall
constitute good and sufficient service of process and notice thereof. Nothing in
this Section 12 shall affect or limit any right to serve process in any other
manner permitted by law. The Issuer and the Holder hereby agree that the
prevailing party in any suit, action or proceeding arising out of or relating to
this Warrant or the Purchase Agreement, shall be entitled to reimbursement for
reasonable legal fees from the non-prevailing party. The parties hereby waive
all rights to a trial by jury.

         13. Notices. Any and all notices or other communications or deliveries
required or permitted to be provided hereunder shall be in writing and shall be
deemed given and effective on the earlier of (i) the date of transmission, if
such notice or communication is delivered via facsimile at the facsimile
telephone number specified for notice prior to 5:00 p.m., eastern time, on a
Trading Day, (ii) the Trading Day after the date of transmission, if such notice
or communication is delivered via facsimile at the facsimile telephone number
specified for notice later than 5:00 p.m., eastern time, on any date and earlier
than 11:59 p.m., eastern time, on such date, (iii) the Trading Day following the
date of mailing, if sent by overnight delivery by a nationally recognized
overnight courier service or (iv) actual receipt by the party to whom such
notice is required to be given. The addresses for such communications shall be
with respect to the Holder of this Warrant or of Warrant Stock issued pursuant
hereto, addressed to such Holder



                                      -18-
<PAGE>


at its last known address or facsimile number appearing on the books of the
Issuer maintained for such purposes, or with respect to the Issuer, addressed
to:


                                    Remote Dynamics, Inc.
                                    1155 Kas Drive, Suite 100
                                    Richardson, Texas 75081
                                    Attention: Chief Executive Officer
                                    Tel. No.: (972) 301-2000
                                    Fax No.: (972) 301-2263

with copies (which copies
shall not constitute notice
to the Issuer) to:                  Locke Liddell & Sapp LLP
                                    2200 Ross Avenue, Suite 2200
                                    Dallas, Texas 75201
                                    Attention:  Stephen L. Sapp
                                    Tel. No.: (214) 740-8570
                                    Fax No.: (214) 740-8800

Copies of notices to the Holder shall be sent to Kramer Levin Naftalis & Frankel
LLP, 1177 Avenue of the Americas, New York, New York 10036, Attention:
Christopher S. Auguste, Tel. No.: (212) 715-9100, Fax. No.: (212) 715-8000. Any
party hereto may from time to time change its address for notices by giving at
least ten (10) days written notice of such changed address to the other party
hereto.

         14. Warrant Agent. The Issuer may, by written notice to each Holder of
this Warrant, appoint an agent for the purpose of issuing shares of Warrant
Stock on the exercise of this Warrant pursuant to subsection (b) of Section 2
hereof, exchanging this Warrant pursuant to subsection (d) of Section 2 hereof
or replacing this Warrant pursuant to subsection (d) of Section 3 hereof, 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.

         15. Remedies. The Issuer stipulates that the remedies at law of the
Holder of this Warrant in the event of any default or threatened default by the
Issuer in the performance of or compliance with any of the terms of this Warrant
may not be adequate and that, to the fullest extent permitted by law, such terms
may be specifically enforced by a decree for the specific performance of any
agreement contained herein or by an injunction against a violation of any of the
terms hereof or otherwise.

         16. Successors and Assigns. This Warrant and the rights evidenced
hereby shall inure to the benefit of and be binding upon the successors and
assigns of the Issuer, the Holder hereof and (to the extent provided herein) the
Holders of Warrant Stock issued pursuant hereto, and shall be enforceable by any
such Holder or Holder of Warrant Stock.

         17. Modification and Severability. If, in any action before any court
or agency legally empowered to enforce any provision contained herein, any
provision hereof is found to



                                      -19-
<PAGE>


be unenforceable, then such provision shall be deemed modified to the extent
necessary to make it enforceable by such court or agency. If any such provision
is not enforceable as set forth in the preceding sentence, the unenforceability
of such provision shall not affect the other provisions of this Warrant, but
this Warrant shall be construed as if such unenforceable provision had never
been contained herein.

         18. Headings. The headings of the Sections of this Warrant are for
convenience of reference only and shall not, for any purpose, be deemed a part
of this Warrant.


                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]



                                      -20-
<PAGE>


         IN WITNESS WHEREOF, the Issuer has executed this Series A-7 Warrant as
of the day and year first above written.


                                         REMOTE DYNAMICS, INC.



                                         By:
                                            -----------------------------------
                                            Name:
                                            Title:



                                      -21-
<PAGE>

                                  EXERCISE FORM
                               SERIES A-7 WARRANT

                             REMOTE DYNAMICS, INC.

The undersigned _______________, pursuant to the provisions of the within
Warrant, hereby elects to purchase _____ shares of Common Stock of Remote
Dynamics, Inc. covered by the within Warrant.

Dated:                                      Signature
       -----------------                               -------------------------

                                            Address
                                                       -------------------

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

Number of shares of Common Stock beneficially owned or deemed beneficially owned
by the Holder on the date of Exercise: ________________________

                                   ASSIGNMENT

FOR VALUE RECEIVED, _________________ hereby sells, assigns and transfers unto
__________________ the within Warrant and all rights evidenced thereby and does
irrevocably constitute and appoint _____________, attorney, to transfer the said
Warrant on the books of the within named corporation.

Dated:                                      Signature
       -----------------                               -------------------------

                                            Address
                                                       -------------------

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

                               PARTIAL ASSIGNMENT

FOR VALUE RECEIVED, _________________ hereby sells, assigns and transfers unto
__________________ the right to purchase _________ shares of Warrant Stock
evidenced by the within Warrant together with all rights therein, and does
irrevocably constitute and appoint ___________________, attorney, to transfer
that part of the said Warrant on the books of the within named corporation.

Dated:                                      Signature
       -----------------                               -------------------------

                                            Address
                                                       -------------------

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

                           FOR USE BY THE ISSUER ONLY:



                                      -22-
<PAGE>


This Warrant No. W-___ canceled (or transferred or exchanged) this _____ day of
___________, _____, shares of Common Stock issued therefor in the name of
_______________, Warrant No. W-_____ issued for ____ shares of Common Stock in
the name of _______________.



                                      -23-

<PAGE>

                                                                  EXECUTION COPY

                                   EXHIBIT C-2
                                     FORM OF
                               SERIES B-4 WARRANT

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED
OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER
APPLICABLE STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF
COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH
SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE
SECURITIES LAWS IS NOT REQUIRED.

                         SERIES B-4 WARRANT TO PURCHASE

                             SHARES OF COMMON STOCK

                                       OF

                              REMOTE DYNAMICS, INC.

                            Expires February __, 2010

No.: W-B-4-06- __                                  Number of Shares: ___________
Date of Issuance: February __, 2006


         FOR VALUE RECEIVED, the undersigned, Remote Dynamics, Inc., a Delaware
corporation (together with its successors and assigns, the "Issuer"), hereby
certifies that _____________________ or its registered assigns is entitled to
subscribe for and purchase, during the Term (as hereinafter defined), up to
__________________________ (_____________) shares (subject to adjustment as
hereinafter provided) of the Common Stock of the Issuer, at an exercise price
per share equal to the Warrant Price then in effect, subject, however, to the
provisions and upon the terms and conditions hereinafter set forth. Capitalized
terms used in this Warrant and not otherwise defined herein shall have the
respective meanings specified in Section 9 hereof.

         1. Term. The term of this Warrant shall commence on February __, 2006
and shall expire at 5:00 p.m., eastern time, on the date that is four (4) years
following the effective date of the registration statement (the "Registration
Statement") under the Securities Act providing for the resale of the Warrant
Stock and the shares of Common Stock issuable upon conversion of the Notes (such
period being the "Term").

         2. Method of Exercise; Payment; Issuance of New Warrant; Transfer and
Exchange.

         (a) Time of Exercise. The purchase rights represented by this Warrant
may be exercised in whole or in part during the Term.



                                      -1-
<PAGE>


         (b) Method of Exercise. The Holder hereof may exercise this Warrant, in
whole or in part, by the surrender of this Warrant (with the exercise form
attached hereto duly executed) at the principal office of the Issuer, and by the
payment to the Issuer of an amount of consideration therefor equal to the
Warrant Price in effect on the date of such exercise multiplied by the number of
shares of Warrant Stock with respect to which this Warrant is then being
exercised, payable at such Holder's election (i) by certified or official bank
check or by wire transfer to an account designated by the Issuer, (ii) by
"cashless exercise" in accordance with the provisions of subsection (c) of this
Section 2, but only when a registration statement under the Securities Act
providing for the resale of the Warrant Stock is not then in effect, or (iii) by
a combination of the foregoing methods of payment selected by the Holder of this
Warrant.

         (c) Cashless Exercise. Notwithstanding any provisions herein to the
contrary and commencing one (1) year following the Original Issue Date if (i)
the Per Share Market Value of one share of Common Stock is greater than the
Warrant Price (at the date of calculation as set forth below) and (ii) a
registration statement under the Securities Act providing for the resale of the
Warrant Stock is not then in effect by the date such registration statement is
required to be effective pursuant to the Registration Rights Agreement (as
defined in the Purchase Agreement) or not effective at any time during the
Effectiveness Period (as defined in the Registration Rights Agreement) in
accordance with the terms of the Registration Rights Agreement, in lieu of
exercising this Warrant by payment of cash, the Holder may exercise this Warrant
by a cashless exercise and shall receive the number of shares of Common Stock
equal to an amount (as determined below) by surrender of this Warrant at the
principal office of the Issuer together with the properly endorsed Notice of
Exercise in which event the Issuer shall issue to the Holder a number of shares
of Common Stock computed using the following formula:

             X = Y -  (A)(Y)
                      ------
                        B

Where        X =      the number of shares of Common Stock to be issued to the
                      Holder.

             Y =      the number of shares of Common Stock purchasable upon
                      exercise of all of the Warrant or, if only a portion of
                      the Warrant is being exercised, the portion of the Warrant
                      being exercised.

             A =      the Warrant Price.

             B =      the Per Share Market Value of one share of Common Stock.

         (d) Issuance of Stock Certificates. In the event of any exercise of
this Warrant in accordance with and subject to the terms and conditions hereof,
(i) certificates for the shares of Warrant Stock so purchased shall be dated the
date of such exercise and delivered to the Holder hereof within a reasonable
time, not exceeding three (3) Trading Days after such exercise (the "Delivery
Date") or, at the request of the Holder (provided that a registration statement
under the Securities Act providing for the resale of the Warrant Stock is then
in effect), issued and delivered to the Depository Trust Company ("DTC") account
on the Holder's behalf via the Deposit Withdrawal Agent Commission System
("DWAC") within a reasonable time, not



                                      -2-
<PAGE>


exceeding three (3) Trading Days after such exercise, and the Holder hereof
shall be deemed for all purposes to be the holder of the shares of Warrant Stock
so purchased as of the date of such exercise and (ii) unless this Warrant has
expired, a new Warrant representing the number of shares of Warrant Stock, if
any, with respect to which this Warrant shall not then have been exercised (less
any amount thereof which shall have been canceled in payment or partial payment
of the Warrant Price as hereinabove provided) shall also be issued to the Holder
hereof at the Issuer's expense within such time.

         (e) Compensation for Buy-In on Failure to Timely Deliver Certificates
Upon Exercise. In addition to any other rights available to the Holder, if the
Issuer fails to cause its transfer agent to transmit to the Holder a certificate
or certificates representing the Warrant Stock pursuant to an exercise on or
before the Delivery Date, and if after such date the Holder is required by its
broker to purchase (in an open market transaction or otherwise) shares of Common
Stock to deliver in satisfaction of a sale by the Holder of the Warrant Stock
which the Holder anticipated receiving upon such exercise (a "Buy-In"), then the
Issuer shall (1) pay in cash to the Holder the amount by which (x) the Holder's
total purchase price (including brokerage commissions, if any) for the shares of
Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the
number of shares of Warrant Stock that the Issuer was required to deliver to the
Holder in connection with the exercise at issue times (B) the price at which the
sell order giving rise to such purchase obligation was executed, and (2) at the
option of the Holder, either reinstate the portion of the Warrant and equivalent
number of shares of Warrant Stock for which such exercise was not honored or
deliver to the Holder the number of shares of Common Stock that would have been
issued had the Issuer timely complied with its exercise and delivery obligations
hereunder. For example, if the Holder purchases Common Stock having a total
purchase price of $11,000 to cover a Buy-In with respect to an attempted
exercise of shares of Common Stock with an aggregate sale price giving rise to
such purchase obligation of $10,000, under clause (1) of the immediately
preceding sentence the Issuer shall be required to pay the Holder $1,000. The
Holder shall provide the Issuer written notice indicating the amounts payable to
the Holder in respect of the Buy-In, together with applicable confirmations and
other evidence reasonably requested by the Issuer. Nothing herein shall limit a
Holder's right to pursue any other remedies available to it hereunder, at law or
in equity including, without limitation, a decree of specific performance and/or
injunctive relief with respect to the Issuer's failure to timely deliver
certificates representing shares of Common Stock upon exercise of this Warrant
as required pursuant to the terms hereof.

         (f) Transferability of Warrant. Subject to Section 2(h), this Warrant
may be transferred by a Holder without the consent of the Issuer. If transferred
pursuant to this paragraph, this Warrant may be transferred on the books of the
Issuer by the Holder hereof in person or by duly authorized attorney, upon
surrender of this Warrant at the principal office of the Issuer, properly
endorsed (by the Holder executing an assignment in the form attached hereto) and
upon payment of any necessary transfer tax or other governmental charge imposed
upon such transfer. This Warrant is exchangeable at the principal office of the
Issuer for Warrants to purchase the same aggregate number of shares of Warrant
Stock, each new Warrant to represent the right to purchase such number of shares
of Warrant Stock as the Holder hereof shall designate at the time of such
exchange. All Warrants issued on transfers or exchanges shall be dated the
Original Issue Date and shall be identical with this Warrant except as to the
number of shares of Warrant Stock issuable pursuant thereto.



                                      -3-
<PAGE>


         (g) Continuing Rights of Holder. The Issuer will, at the time of or at
any time after each exercise of this Warrant, upon the request of the Holder
hereof, acknowledge in writing the extent, if any, of its continuing obligation
to afford to such Holder all rights to which such Holder shall continue to be
entitled after such exercise in accordance with the terms of this Warrant,
provided that if any such Holder shall fail to make any such request, the
failure shall not affect the continuing obligation of the Issuer to afford such
rights to such Holder.

         (h) Compliance with Securities Laws.

                  (i) The Holder of this Warrant, by acceptance hereof,
         acknowledges that this Warrant and the shares of Warrant Stock to be
         issued upon exercise hereof are being acquired solely for the Holder's
         own account and not as a nominee for any other party, and for
         investment, and that the Holder will not offer, sell or otherwise
         dispose of this Warrant or any shares of Warrant Stock to be issued
         upon exercise hereof except pursuant to an effective registration
         statement, or an exemption from registration, under the Securities Act
         and any applicable state securities laws.

                  (ii) Except as provided in paragraph (iii) below, this Warrant
         and all certificates representing shares of Warrant Stock issued upon
         exercise hereof shall be stamped or imprinted with a legend in
         substantially the following form:

                  THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON
                  EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
                  ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE
                  SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE
                  DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND
                  UNDER APPLICABLE STATE SECURITIES LAWS OR THE ISSUER SHALL
                  HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO
                  THE ISSUER THAT REGISTRATION OF SUCH SECURITIES UNDER THE
                  SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE
                  SECURITIES LAWS IS NOT REQUIRED.

                  (iii) The Issuer agrees to reissue this Warrant or
         certificates representing any of the Warrant Stock, without the legend
         set forth above if at such time, prior to making any transfer of any
         such securities, the Holder shall give written notice to the Issuer
         describing the manner and terms of such transfer. Such proposed
         transfer will not be effected until: (a) either (i) the Issuer has
         received an opinion of counsel reasonably satisfactory to the Issuer,
         to the effect that the registration of such securities under the
         Securities Act is not required in connection with such proposed
         transfer, (ii) a registration statement under the Securities Act
         covering such proposed disposition has been filed by the Issuer with
         the Securities and Exchange Commission and has become effective under
         the Securities Act, (iii) the Issuer has received other evidence
         reasonably satisfactory to



                                      -4-
<PAGE>


         the Issuer that such registration and qualification under the
         Securities Act and state securities laws are not required (which may
         include an opinion of counsel provided by the Issuer), or (iv) the
         Holder provides the Issuer with reasonable assurances that such
         security can be sold pursuant to Rule 144 under the Securities Act
         (which may include an opinion of counsel provided by the Issuer); and
         (b) either (i) the Issuer has received an opinion of counsel reasonably
         satisfactory to the Issuer, to the effect that registration or
         qualification under the securities or "blue sky" laws of any state is
         not required in connection with such proposed disposition, or (ii)
         compliance with applicable state securities or "blue sky" laws has been
         effected or a valid exemption exists with respect thereto (which may
         include an opinion of counsel provided by the Issuer). The Issuer will
         respond to any such notice from a holder within three (3) business
         days. In the case of any proposed transfer under this Section 2(h), the
         Issuer will use reasonable efforts to comply with any such applicable
         state securities or "blue sky" laws, but shall in no event be required,
         (x) to qualify to do business in any state where it is not then
         qualified, (y) to take any action that would subject it to tax or to
         the general service of process in any state where it is not then
         subject, or (z) to comply with state securities or "blue sky" laws of
         any state for which registration by coordination is unavailable to the
         Issuer. The restrictions on transfer contained in this Section 2(h)
         shall be in addition to, and not by way of limitation of, any other
         restrictions on transfer contained in any other section of this
         Warrant. Whenever a certificate representing the Warrant Stock is
         required to be issued to a the Holder without a legend, in lieu of
         delivering physical certificates representing the Warrant Stock,
         provided the Issuer's transfer agent is participating in the DTC Fast
         Automated Securities Transfer program, the Issuer shall use its
         reasonable best efforts to cause its transfer agent to electronically
         transmit the Warrant Stock to the Holder by crediting the account of
         the Holder's Prime Broker with DTC through its DWAC system (to the
         extent not inconsistent with any provisions of this Warrant or the
         Purchase Agreement).

         (i) Accredited Investor Status. In no event may the Holder exercise
this Warrant in whole or in part unless the Holder is an "accredited investor"
as defined in Regulation D under the Securities Act.

         3. Stock Fully Paid; Reservation and Listing of Shares; Covenants.

         (a) Stock Fully Paid. The Issuer represents, warrants, covenants and
agrees that all shares of Warrant Stock which may be issued upon the exercise of
this Warrant or otherwise hereunder will, when issued in accordance with the
terms of this Warrant, be duly authorized, validly issued, fully paid and
nonassessable and free from all taxes, liens and charges created by or through
the Issuer. Subject to obtaining Stockholder Approval (as defined in the
Purchase Agreement) in accordance with Section 3.21 of the Purchase Agreement,
the Issuer further covenants and agrees that during the period within which this
Warrant may be exercised, the Issuer will at all times have authorized and
reserved for the purpose of issuance upon exercise of this Warrant a number of
shares of Common Stock equal to at least one hundred twenty percent (120%) of
the aggregate number of shares of Common Stock to provide for the exercise of
this Warrant.



                                      -5-
<PAGE>


         (b) Reservation. If any shares of Common Stock required to be reserved
for issuance upon exercise of this Warrant or as otherwise provided hereunder
require registration or qualification with any governmental authority under any
federal or state law before such shares may be so issued, the Issuer will use
its reasonable best efforts as expeditiously as possible at its expense to cause
such shares to be duly registered or qualified. If the Issuer shall list any
shares of Common Stock on any securities exchange or market it will, at its
expense, list thereon, maintain and increase when necessary such listing, of,
all shares of Warrant Stock from time to time issued upon exercise of this
Warrant or as otherwise provided hereunder (provided that such Warrant Stock has
been registered pursuant to a registration statement under the Securities Act
then in effect), and, to the extent permissible under the applicable securities
exchange rules, all unissued shares of Warrant Stock which are at any time
issuable hereunder, so long as any shares of Common Stock shall be so listed.
The Issuer will also so list on each securities exchange or market, and will
maintain such listing of, any other securities which the Holder of this Warrant
shall be entitled to receive upon the exercise of this Warrant if at the time
any securities of the same class shall be listed on such securities exchange or
market by the Issuer.

         (c) Covenants. The Issuer shall not by any action including, without
limitation, amending the Certificate of Incorporation or the by-laws of the
Issuer, or through any reorganization, transfer of assets, consolidation,
merger, dissolution, issue or sale of securities or any other action, avoid or
seek to avoid the observance or performance of any of the terms of this Warrant,
but will at all times in good faith assist in the carrying out of all such terms
and in the taking of all such actions as may be necessary or appropriate to
protect the rights of the Holder hereof against dilution (to the extent
specifically provided herein) or impairment. Without limiting the generality of
the foregoing, the Issuer will (i) not permit the par value, if any, of its
Common Stock to exceed the then effective Warrant Price, (ii) not amend or
modify any provision of the Certificate of Incorporation or by-laws of the
Issuer in any manner that would adversely affect the rights of the Holders of
the Warrants, (iii) take all such action as may be reasonably necessary in order
that the Issuer may validly and legally issue fully paid and nonassessable
shares of Common Stock, free and clear of any liens, claims, encumbrances and
restrictions (other than as provided herein) created by the Issuer upon the
exercise of this Warrant, and (iv) use its reasonable best efforts to obtain all
such authorizations, exemptions or consents from any public regulatory body
having jurisdiction thereof as may be reasonably necessary to enable the Issuer
to perform its obligations under this Warrant.

         (d) Loss, Theft, Destruction of Warrants. Upon receipt of evidence
satisfactory to the Issuer of the ownership of and the loss, theft, destruction
or mutilation of any Warrant and, in the case of any such loss, theft or
destruction, upon receipt of indemnity or security satisfactory to the Issuer
or, in the case of any such mutilation, upon surrender and cancellation of such
Warrant, the Issuer will make and deliver, in lieu of such lost, stolen,
destroyed or mutilated Warrant, a new Warrant of like tenor and representing the
right to purchase the same number of shares of Common Stock.

         4. Adjustment of Warrant Price. The price at which such shares of
Warrant Stock may be purchased upon exercise of this Warrant shall be subject to
adjustment from time to time as set forth in this Section 4. The Issuer shall
give the Holder notice of any event described below which requires an adjustment
pursuant to this Section 4 in accordance with the notice provisions set forth in
Section 5.



                                      -6-
<PAGE>


         (a) Recapitalization, Reorganization, Reclassification, Consolidation,
Merger or Sale.

                  (i) In case the Issuer after the Original Issue Date shall do
         any of the following (each, a "Triggering Event"): (a) consolidate or
         merge with or into any other Person and the Issuer shall not be the
         continuing or surviving corporation of such consolidation or merger, or
         (b) permit any other Person to consolidate with or merge into the
         Issuer and the Issuer shall be the continuing or surviving Person but,
         in connection with such consolidation or merger, any Capital Stock of
         the Issuer shall be changed into or exchanged for Securities of any
         other Person or cash or any other property, or (c) transfer all or
         substantially all of its properties or assets to any other Person, or
         (d) effect a capital reorganization or reclassification of its Capital
         Stock, then, and in the case of each such Triggering Event, proper
         provision shall be made so that, upon the basis and the terms and in
         the manner provided in this Warrant, the Holder of this Warrant shall
         be entitled upon the exercise hereof at any time after the consummation
         of such Triggering Event, to the extent this Warrant is not exercised
         prior to such Triggering Event, to receive at the Warrant Price in
         effect at the time immediately prior to the consummation of such
         Triggering Event in lieu of the Common Stock issuable upon such
         exercise of this Warrant prior to such Triggering Event, the
         Securities, cash and property to which such Holder would have been
         entitled upon the consummation of such Triggering Event if such Holder
         had exercised the rights represented by this Warrant immediately prior
         thereto (including the right of a shareholder to elect the type of
         consideration it will receive upon a Triggering Event), subject to
         adjustments (subsequent to such corporate action) as nearly equivalent
         as possible to the adjustments provided for elsewhere in this Section
         4. Notwithstanding the foregoing to the contrary, this Section 4(a)(i)
         shall only apply if the surviving entity pursuant to any such
         Triggering Event is a company has a class of equity securities
         registered pursuant to the Securities Exchange Act of 1934, as amended,
         and its common stock is listed or quoted on a national securities
         exchange, national automated quotation system or the OTC Bulletin
         Board. In the event that the surviving entity pursuant to any such
         Triggering Event is not a company that has a class of equity securities
         registered pursuant to the Securities Exchange Act of 1934, as amended,
         or its common stock is not listed or quoted on a national securities
         exchange, national automated quotation system or the OTC Bulletin
         Board, then the Holder shall have the right to demand that the Issuer
         pay to the Holder an amount equal to the value of this Warrant
         according to the Black-Scholes formula.

                  (ii) Notwithstanding anything contained in this Warrant to the
         contrary and so long as the surviving entity pursuant to any Triggering
         Event is a company that has a class of equity securities registered
         pursuant to the Securities Exchange Act of 1934, as amended, and its
         common stock is listed or quoted on a national securities exchange,
         national automated quotation system or the OTC Bulletin Board, a
         Triggering Event shall not be deemed to have occurred if, prior to the
         consummation thereof, each Person (other than the Issuer) which may be
         required to deliver any Securities, cash or property upon the exercise
         of this Warrant as provided herein shall assume, by written instrument
         delivered to, and reasonably satisfactory to, the Holder of this
         Warrant, (A) the obligations of the Issuer under this Warrant (and if
         the Issuer shall survive the consummation of such Triggering Event,
         such assumption shall be in addition to, and



                                      -7-
<PAGE>


         shall not release the Issuer from, any continuing obligations of the
         Issuer under this Warrant) and (B) the obligation to deliver to such
         Holder such Securities, cash or property as, in accordance with the
         foregoing provisions of this subsection (a), such Holder shall be
         entitled to receive, and such Person shall have similarly delivered to
         such Holder an opinion of counsel for such Person, which counsel shall
         be reasonably satisfactory to such Holder, or in the alternative, a
         written acknowledgement executed by the President or Chief Financial
         Officer of the Issuer, stating that this Warrant shall thereafter
         continue in full force and effect and the terms hereof (including,
         without limitation, all of the provisions of this subsection (a)) shall
         be applicable to the Securities, cash or property which such Person may
         be required to deliver upon any exercise of this Warrant or the
         exercise of any rights pursuant hereto.

                  (b) Stock Dividends, Subdivisions and Combinations. If at any
time the Issuer shall:

                           (i) make or issue or set a record date for the
         holders of the Common Stock for the purpose of entitling them to
         receive a dividend payable in, or other distribution of, shares of
         Common Stock,

                           (ii) subdivide its outstanding shares of Common Stock
         into a larger number of shares of Common Stock, or

                           (iii) combine its outstanding shares of Common Stock
         into a smaller number of shares of Common Stock,

then (1) the number of shares of Common Stock for which this Warrant is
exercisable immediately after the occurrence of any such event shall be adjusted
to equal the number of shares of Common Stock which a record holder of the same
number of shares of Common Stock for which this Warrant is exercisable
immediately prior to the occurrence of such event would own or be entitled to
receive after the happening of such event, and (2) the Warrant Price then in
effect shall be adjusted to equal (A) the Warrant Price then in effect
multiplied by the number of shares of Common Stock for which this Warrant is
exercisable immediately prior to the adjustment divided by (B) the number of
shares of Common Stock for which this Warrant is exercisable immediately after
such adjustment.

         (c) Certain Other Distributions. If at any time the Issuer shall make
or issue or set a record date for the holders of the Common Stock for the
purpose of entitling them to receive any dividend or other distribution of:

                           (i) cash (other than a cash dividend payable out of
         earnings or earned surplus legally available for the payment of
         dividends under the laws of the jurisdiction of incorporation of the
         Issuer),

                           (ii) any evidences of its indebtedness, any shares of
         stock of any class or any other securities or property of any nature
         whatsoever (other than cash, Common Stock Equivalents or Additional
         Shares of Common Stock), or



                                      -8-
<PAGE>


                           (iii) any warrants or other rights to subscribe for
         or purchase any evidences of its indebtedness, any shares of stock of
         any class or any other securities or property of any nature whatsoever
         (other than cash, Common Stock Equivalents or Additional Shares of
         Common Stock),

then (1) the number of shares of Common Stock for which this Warrant is
exercisable shall be adjusted to equal the product of the number of shares of
Common Stock for which this Warrant is exercisable immediately prior to such
adjustment multiplied by a fraction (A) the numerator of which shall be the Per
Share Market Value of Common Stock at the date of taking such record and (B) the
denominator of which shall be such Per Share Market Value minus the amount
allocable to one share of Common Stock of any such cash so distributable and of
the fair value (as determined in good faith by the Board of Directors of the
Issuer and supported by an opinion from an investment banking firm mutually
agreed upon by the Issuer and the Holder) of any and all such evidences of
indebtedness, shares of stock, other securities or property or warrants or other
subscription or purchase rights so distributable, and (2) the Warrant Price then
in effect shall be adjusted to equal (A) the Warrant Price then in effect
multiplied by the number of shares of Common Stock for which this Warrant is
exercisable immediately prior to the adjustment divided by (B) the number of
shares of Common Stock for which this Warrant is exercisable immediately after
such adjustment. A reclassification of the Common Stock (other than a change in
par value, or from par value to no par value or from no par value to par value)
into shares of Common Stock and shares of any other class of stock shall be
deemed a distribution by the Issuer to the holders of its Common Stock of such
shares of such other class of stock within the meaning of this Section 4(c) and,
if the outstanding shares of Common Stock shall be changed into a larger or
smaller number of shares of Common Stock as a part of such reclassification,
such change shall be deemed a subdivision or combination, as the case may be, of
the outstanding shares of Common Stock within the meaning of Section 4(b).

         (d) Issuance of Additional Shares of Common Stock. In the event the
Issuer shall at any time following the Original Issue Date issue any Additional
Shares of Common Stock (otherwise than as provided in the foregoing subsections
(b) through (c) of this Section 4), at a price per share less than the Warrant
Price then in effect or without consideration, then the Warrant Price upon each
such issuance shall be adjusted to the price equal to the consideration per
share paid for such Additional Shares of Common Stock.

         (e) Issuance of Common Stock Equivalents. If at any time the Issuer
shall take a record of the holders of its Common Stock for the purpose of
entitling them to receive a distribution of, or shall in any manner (whether
directly or by assumption in a merger in which the Issuer is the surviving
corporation) issue or sell, any Common Stock Equivalents, whether or not the
rights to exchange or convert thereunder are immediately exercisable, and the
price per share for which Common Stock is issuable upon such conversion or
exchange shall be less than the Warrant Price in effect immediately prior to the
time of such issue or sale, or if, after any such issuance of Common Stock
Equivalents, the price per share for which Additional Shares of Common Stock may
be issuable thereafter is amended or adjusted, and such price as so amended
shall make be less than the Warrant Price in effect at the time of such
amendment or adjustment, then the Warrant Price then in effect shall be adjusted
as provided in Section 4(d). No further adjustments of the number of shares of
Common Stock for which this Warrant is exercisable and the Warrant Price then in
effect shall be made upon the actual issue of such Common Stock upon conversion
or exchange of such Common Stock Equivalents.



                                      -9-
<PAGE>


         (f) Other Provisions applicable to Adjustments under this Section. The
following provisions shall be applicable to the making of adjustments of the
number of shares of Common Stock for which this Warrant is exercisable and the
Warrant Price then in effect provided for in this Section 4:

                  (i) Computation of Consideration. To the extent that any
Additional Shares of Common Stock or any Common Stock Equivalents (or any
warrants or other rights therefor) shall be issued for cash consideration, the
consideration received by the Issuer therefor shall be the amount of the cash
received by the Issuer therefor, or, if such Additional Shares of Common Stock
or Common Stock Equivalents are offered by the Issuer for subscription, the
subscription price, or, if such Additional Shares of Common Stock or Common
Stock Equivalents are sold to underwriters or dealers for public offering
without a subscription offering, the initial public offering price (in any such
case subtracting any amounts paid or receivable for accrued interest or accrued
dividends and without taking into account any compensation, discounts or
expenses paid or incurred by the Issuer for and in the underwriting of, or
otherwise in connection with, the issuance thereof). In connection with any
merger or consolidation in which the Issuer is the surviving corporation (other
than any consolidation or merger in which the previously outstanding shares of
Common Stock of the Issuer shall be changed to or exchanged for the stock or
other securities of another corporation), the amount of consideration therefore
shall be, deemed to be the fair value of such portion of the assets and business
of the nonsurviving corporation as the Board may determine to be attributable to
such shares of Common Stock or Common Stock Equivalents, as the case may be.
Such determination of the fair value of such consideration shall be made by an
Independent Appraiser. The consideration for any Additional Shares of Common
Stock issuable pursuant to the terms of any Common Stock Equivalents shall be
the consideration received by the Issuer for issuing such Common Stock
Equivalents, plus the additional consideration, if any, payable to the Issuer
upon the exercise of the right of conversion or exchange in such Common Stock
Equivalents. In the event of any consolidation or merger of the Issuer in which
the Issuer is not the surviving corporation or in which the previously
outstanding shares of Common Stock of the Issuer shall be changed into or
exchanged for the stock or other securities of another corporation, or in the
event of any sale of all or substantially all of the assets of the Issuer for
stock or other securities of any corporation, the Issuer shall be deemed to have
issued a number of shares of its Common Stock for stock or securities or other
property of the other corporation computed on the basis of the actual exchange
ratio on which the transaction was predicated, and for a consideration equal to
the fair market value on the date of such transaction of all such stock or
securities or other property of the other corporation. In the event any
consideration received by the Issuer for any securities consists of property
other than cash, the fair market value thereof at the time of issuance or as
otherwise applicable shall be as determined in good faith by the Board. In the
event Common Stock is issued with other shares or securities or other assets of
the Issuer for consideration which covers both, the consideration computed as
provided in this Section 4(f)(i) shall be allocated among such securities and
assets as determined in good faith by the Board.

                  (ii) When Adjustments to Be Made. The adjustments required by
this Section 4 shall be made whenever and as often as any specified event
requiring an adjustment shall occur, except that any adjustment of the number of
shares of Common Stock for which this



                                      -10-
<PAGE>


Warrant is exercisable that would otherwise be required may be postponed (except
in the case of a subdivision or combination of shares of the Common Stock, as
provided for in Section 4(b)) up to, but not beyond the date of exercise if such
adjustment either by itself or with other adjustments not previously made adds
or subtracts less than one percent (1%) of the shares of Common Stock for which
this Warrant is exercisable immediately prior to the making of such adjustment.
Any adjustment representing a change of less than such minimum amount (except as
aforesaid) which is postponed shall be carried forward and made as soon as such
adjustment, together with other adjustments required by this Section 4 and not
previously made, would result in a minimum adjustment or on the date of
exercise. For the purpose of any adjustment, any specified event shall be deemed
to have occurred at the close of business on the date of its occurrence.

                  (iii) Fractional Interests. In computing adjustments under
this Section 4, fractional interests in Common Stock shall be taken into account
to the nearest one one-hundredth (1/100th) of a share.

                  (iv) When Adjustment Not Required. If the Issuer shall take a
record of the holders of its Common Stock for the purpose of entitling them to
receive a dividend or distribution or subscription or purchase rights and shall,
thereafter and before the distribution to stockholders thereof, legally abandon
its plan to pay or deliver such dividend, distribution, subscription or purchase
rights, then thereafter no adjustment shall be required by reason of the taking
of such record and any such adjustment previously made in respect thereof shall
be rescinded and annulled.

         (g) Form of Warrant after Adjustments. The form of this Warrant need
not be changed because of any adjustments in the Warrant Price or the number and
kind of Securities purchasable upon the exercise of this Warrant.

         (h) Escrow of Warrant Stock. If after any property becomes
distributable pursuant to this Section 4 by reason of the taking of any record
of the holders of Common Stock, but prior to the occurrence of the event for
which such record is taken, and the Holder exercises this Warrant, any shares of
Common Stock issuable upon exercise by reason of such adjustment shall be deemed
the last shares of Common Stock for which this Warrant is exercised
(notwithstanding any other provision to the contrary herein) and such shares or
other property shall be held in escrow for the Holder by the Issuer to be issued
to the Holder upon and to the extent that the event actually takes place, upon
payment of the current Warrant Price. Notwithstanding any other provision to the
contrary herein, if the event for which such record was taken fails to occur or
is rescinded, then such escrowed shares shall be cancelled by the Issuer and
escrowed property returned.

         5. Notice of Adjustments. Whenever the Warrant Price or Warrant Share
Number shall be adjusted pursuant to Section 4 hereof (for purposes of this
Section 5, each an "adjustment"), the Issuer shall cause its Chief Financial
Officer to prepare and execute a certificate setting forth, in reasonable
detail, the event requiring the adjustment, the amount of the adjustment, the
method by which such adjustment was calculated (including a description of the
basis on which the Board made any determination hereunder), and the Warrant
Price and Warrant Share Number after giving effect to such adjustment, and shall
cause copies of such



                                      -11-
<PAGE>


certificate to be delivered to the Holder of this Warrant promptly after each
adjustment. Any dispute between the Issuer and the Holder of this Warrant with
respect to the matters set forth in such certificate may at the option of the
Holder of this Warrant be submitted to a national or regional accounting firm
reasonably acceptable to the Issuer and the Holder, provided that the Issuer
shall have ten (10) days after receipt of notice from such Holder of its
selection of such firm to object thereto, in which case such Holder shall select
another such firm and the Issuer shall have no such right of objection. The firm
selected by the Holder of this Warrant as provided in the preceding sentence
shall be instructed to deliver a written opinion as to such matters to the
Issuer and such Holder within thirty (30) days after submission to it of such
dispute. Such opinion shall be final and binding on the parties hereto. The
costs and expenses of the initial accounting firm shall be paid equally by the
Issuer and the Holder and, in the case of an objection by the Issuer, the costs
and expenses of the subsequent accounting firm shall be paid in full by the
Issuer.

         6. Fractional Shares. No fractional shares of Warrant Stock will be
issued in connection with any exercise hereof, but in lieu of such fractional
shares, the Issuer shall make a cash payment therefor equal in amount to the
product of the applicable fraction multiplied by the Per Share Market Value then
in effect.

         7. Ownership Cap and Certain Exercise Restrictions. (a) Notwithstanding
anything to the contrary set forth in this Warrant, at no time may a Holder of
this Warrant exercise this Warrant if the number of shares of Common Stock to be
issued pursuant to such exercise would exceed, when aggregated with all other
shares of Common Stock owned by such Holder at such time, the number of shares
of Common Stock which would result in such Holder beneficially owning (as
determined in accordance with Section 13(d) of the Exchange Act and the rules
thereunder) in excess of 4.9% of the then issued and outstanding shares of
Common Stock; provided, however, that upon a holder of this Warrant providing
the Issuer with sixty-one (61) days notice (pursuant to Section 13 hereof) (the
"Waiver Notice") that such Holder would like to waive this Section 7(a) with
regard to any or all shares of Common Stock issuable upon exercise of this
Warrant, this Section 7(a) will be of no force or effect with regard to all or a
portion of the Warrant referenced in the Waiver Notice; provided, further, that
this provision shall be of no further force or effect during the sixty-one (61)
days immediately preceding the expiration of the term of this Warrant.

                  (b) The Holder may not exercise the Warrant hereunder to the
extent such exercise would result in the Holder beneficially owning (as
determined in accordance with Section 13(d) of the Exchange Act and the rules
thereunder) in excess of 9.9% of the then issued and outstanding shares of
Common Stock, including shares issuable upon exercise of the Warrant held by the
Holder after application of this Section; provided, however, that upon a holder
of this Warrant providing the Issuer with a Waiver Notice that such holder would
like to waive this Section 7(b) with regard to any or all shares of Common Stock
issuable upon exercise of this Warrant, this Section 7(b) shall be of no force
or effect with regard to those shares of Warrant Stock referenced in the Waiver
Notice; provided, further, that this provision shall be of no further force or
effect during the sixty-one (61) days immediately preceding the expiration of
the term of this Warrant.



                                      -12-
<PAGE>


         8. Call. Notwithstanding anything herein to the contrary, the Issuer
may at any time following the Original Issue Date call up to one hundred percent
(100%) of this Warrant then still outstanding by providing the Holder of this
Warrant written notice pursuant to Section 13 (the "Call Notice"); provided,
that, in connection with any call by the Issuer under this Section 8, (A) the
Per Share Market Value of the Common Stock has been greater than $1.26 per share
for a period of ten (10) consecutive Trading Days immediately prior to the date
of delivery of the Call Notice (a "Call Notice Period") and the average daily
trading volume during the Call Notice Period exceeds 250,000 shares of Common
Stock; (B) the Registration Statement is then in effect and has been effective,
without lapse or suspension of any kind, for a period of sixty (60) consecutive
calendar days, (C) trading in the Common Stock shall not have been suspended by
the Securities and Exchange Commission or the OTC Bulletin Board (or other
exchange or market on which the Common Stock is trading), (D) the Issuer is in
material compliance with the terms and conditions of this Warrant and (E) the
Issuer is not in possession of any material non-public information; provided,
further, that the Registration Statement must be effective from the date of
delivery of the Call Notice until the date which is the later of (i) the date
the Holder exercises the Warrant pursuant to the Call Notice and (ii) the 20th
day after the Holder receives the Call Notice (the "Early Termination Date").
The rights and privileges granted pursuant to this Warrant with respect to the
shares of Warrant Stock subject to the Call Notice (the "Called Warrant Shares")
shall expire on the Early Termination Date if this Warrant is not exercised with
respect to such Called Warrant Shares prior to such Early Termination Date. In
the event this Warrant is not exercised with respect to the Called Warrant
Shares, the Issuer shall remit to the Holder of this Warrant (i) $.001 per
Called Warrant Share and (ii) a new Warrant representing the number of shares of
Warrant Stock, if any, which shall not have been subject to the Call Notice upon
the Holder tendering to the Issuer the applicable Warrant certificate.
Notwithstanding anything in the foregoing to the contrary, if the Holder may not
exercise this Warrant as a result of the restrictions contained in Section 7
hereof, the Call Notice shall be deemed null and void and shall not be deemed
effective until the date that the Holder may exercise this Warrant in accordance
with Section 7 hereof.

         9. Definitions. For the purposes of this Warrant, the following terms
have the following meanings:

                  "Additional Shares of Common Stock" means all shares of Common
         Stock issued by the Issuer after the Original Issue Date, and all
         shares of Other Common, if any, issued by the Issuer after the Original
         Issue Date, except: (i) securities issued (other than for cash) in
         connection with a merger, acquisition, or consolidation, (ii)
         securities issued pursuant to the conversion or exercise of convertible
         or exercisable securities issued or outstanding on or prior to the date
         hereof or issued pursuant to the Purchase Agreement, (iii) the Warrant
         Stock, (iv) securities issued in connection with bona fide strategic
         license agreements or other partnering arrangements so long as such
         issuances are not for the purpose of raising capital, (v) Common Stock
         issued or the issuance or grants of options to purchase Common Stock
         pursuant to the Issuer's stock option plans and employee stock purchase
         plans as they now exist on the Original Issue Date, (vi) any warrants
         issued to the placement agent and its designees for the transactions
         contemplated by the Purchase Agreement, (vii) Common Stock issued in
         connection with consulting or advisory services not in excess of
         5,000,000 shares, and (viii) the payment of any principal in shares of
         Common Stock pursuant to the Notes.



                                      -13-
<PAGE>


                  "Board" shall mean the Board of Directors of the Issuer.

                  "Capital Stock" means and includes (i) any and all shares,
         interests, participations or other equivalents of or interests in
         (however designated) corporate stock, including, without limitation,
         shares of preferred or preference stock, (ii) all partnership interests
         (whether general or limited) in any Person which is a partnership,
         (iii) all membership interests or limited liability company interests
         in any limited liability company, and (iv) all equity or ownership
         interests in any Person of any other type.

                  "Certificate of Incorporation" means the Certificate of
         Incorporation of the Issuer as in effect on the Original Issue Date,
         and as hereafter from time to time amended, modified, supplemented or
         restated in accordance with the terms hereof and thereof and pursuant
         to applicable law.

                  "Common Stock" means the Common Stock, par value $.01 per
         share, of the Issuer and any other Capital Stock into which such stock
         may hereafter be changed.

                  "Common Stock Equivalent" means any Convertible Security or
         warrant, option or other right to subscribe for or purchase any
         Additional Shares of Common Stock or any Convertible Security.

                  "Convertible Securities" means evidences of Indebtedness,
         shares of Capital Stock or other Securities which are or may be at any
         time convertible into or exchangeable for Additional Shares of Common
         Stock. The term "Convertible Security" means one of the Convertible
         Securities.

                  "Governmental Authority" means any governmental, regulatory or
         self-regulatory entity, department, body, official, authority,
         commission, board, agency or instrumentality, whether federal, state or
         local, and whether domestic or foreign.

                  "Holders" mean the Persons who shall from time to time own any
         Warrant. The term "Holder" means one of the Holders.

                  "Independent Appraiser" means a nationally recognized or major
         regional investment banking firm or firm of independent certified
         public accountants of recognized standing (which may be the firm that
         regularly examines the financial statements of the Issuer) that is
         regularly engaged in the business of appraising the Capital Stock or
         assets of corporations or other entities as going concerns, and which
         is not affiliated with either the Issuer or the Holder of any Warrant.

                  "Issuer" means Remote Dynamics, Inc., a Delaware corporation,
         and its successors.

                  "Majority Holders" means at any time the Holders of Warrants
         exercisable for a majority of the shares of Warrant Stock then issuable
         under the outstanding Warrants at that time.



                                      -14-
<PAGE>


                  "Notes" means the series A senior secured convertible
         promissory notes issued by the Issuer to the Purchasers pursuant to the
         Purchase Agreement.

                  "Original Issue Date" means February __, 2006.

                  "OTC Bulletin Board" means the over-the-counter electronic
         bulletin board.

                  "Other Common" means any other Capital Stock of the Issuer of
         any class which shall be authorized at any time after the date of this
         Warrant (other than Common Stock) and which shall have the right to
         participate in the distribution of earnings and assets of the Issuer
         without limitation as to amount.

                  "Outstanding Common Stock" means, at any given time, the
         aggregate amount of outstanding shares of Common Stock, assuming full
         exercise, conversion or exchange (as applicable) of all options,
         warrants and other Securities which are convertible into or exercisable
         or exchangeable for, and any right to subscribe for, shares of Common
         Stock that are outstanding at such time.

                  "Person" means an individual, corporation, limited liability
         company, partnership, joint stock company, trust, unincorporated
         organization, joint venture, Governmental Authority or other entity of
         whatever nature.

                  "Per Share Market Value" means on any particular date (a) the
         VWAP, or (b) if the Common Stock is not then publicly traded the fair
         market value of a share of Common Stock as determined by an Independent
         Appraiser selected in good faith by the Majority Holders; provided,
         however, that the Issuer, after receipt of the determination by such
         Independent Appraiser, shall have the right to select an additional
         Independent Appraiser, in which case, the fair market value shall be
         equal to the average of the determinations by each such Independent
         Appraiser; and provided, further that all determinations of the Per
         Share Market Value shall be appropriately adjusted for any stock
         dividends, stock splits or other similar transactions during such
         period. The determination of fair market value by an Independent
         Appraiser shall be based upon the fair market value of the Issuer
         determined on a going concern basis as between a willing buyer and a
         willing seller and taking into account all relevant factors
         determinative of value, and shall be final and binding on all parties.
         In determining the fair market value of any shares of Common Stock, no
         consideration shall be given to any restrictions on transfer of the
         Common Stock imposed by agreement or by federal or state securities
         laws, or to the existence or absence of, or any limitations on, voting
         rights.

                  "Purchase Agreement" means the Note and Warrant Purchase
         Agreement dated as of February __, 2006, among the Issuer and the
         Purchasers.

                  "Purchasers" means the purchasers of the Notes and the
         Warrants issued by the Issuer pursuant to the Purchase Agreement.



                                      -15-
<PAGE>


                  "Securities" means any debt or equity securities of the
         Issuer, whether now or hereafter authorized, any instrument convertible
         into or exchangeable for Securities or a Security, and any option,
         warrant or other right to purchase or acquire any Security. "Security"
         means one of the Securities.

                  "Securities Act" means the Securities Act of 1933, as amended,
         or any similar federal statute then in effect.

                  "Subsidiary" means any corporation at least 50% of whose
         outstanding Voting Stock shall at the time be owned directly or
         indirectly by the Issuer or by one or more of its Subsidiaries, or by
         the Issuer and one or more of its Subsidiaries.

                  "Term" has the meaning specified in Section 1 hereof.

                  "Trading Day" means (a) a day on which the Common Stock is
         traded on the OTC Bulletin Board, or (b) if the Common Stock is not
         traded on the OTC Bulletin Board, a day on which the Common Stock is
         quoted in the over-the-counter "pink sheets" market as reported by the
         National Quotation Bureau Incorporated (or any similar organization or
         agency succeeding its functions of reporting prices); provided,
         however, that in the event that the Common Stock is not listed or
         quoted as set forth in (a) or (b) hereof, then Trading Day shall mean
         any day except Saturday, Sunday and any day which shall be a legal
         holiday or a day on which banking institutions in the State of New York
         are authorized or required by law or other government action to close.

                  "Voting Stock" means, as applied to the Capital Stock of any
         corporation, Capital Stock of any class or classes (however designated)
         having ordinary voting power for the election of a majority of the
         members of the Board of Directors (or other governing body) of such
         corporation, other than Capital Stock having such power only by reason
         of the happening of a contingency.

                  "VWAP" means, for any date, (i) the daily volume weighted
         average price of the Common Stock for such date on the OTC Bulletin
         Board as reported by Bloomberg Financial L.P. (based on a Trading Day
         from 9:30 a.m. Eastern Time to 4:02 p.m. Eastern Time); (ii) if the
         Common Stock is not then listed or quoted on the OTC Bulletin Board and
         if prices for the Common Stock are then reported in the "Pink Sheets"
         published by the Pink Sheets, LLC (or a similar organization or agency
         succeeding to its functions of reporting prices), then the average of
         the "Pink Sheet" quotes for the five (5) Trading Days preceding the
         date of determination; or (iii) in all other cases, the fair market
         value of a share of Common Stock as determined by an independent
         appraiser selected in good faith by the Holder and reasonably
         acceptable to the Maker.

                  "Warrants" means the Warrants issued and sold pursuant to the
         Purchase Agreement, including, without limitation, this Warrant, and
         any other warrants of like tenor issued in substitution or exchange for
         any thereof pursuant to the provisions of Section 2(c), 2(d) or 2(e)
         hereof or of any of such other Warrants.



                                      -16-
<PAGE>


                  "Warrant Price" initially means $0.90, as such price may be
         adjusted from time to time as shall result from the adjustments
         specified in this Warrant, including Section 4 hereto.

                  "Warrant Share Number" means at any time the aggregate number
         of shares of Warrant Stock which may at such time be purchased upon
         exercise of this Warrant, after giving effect to all prior adjustments
         and increases to such number made or required to be made under the
         terms hereof.

                  "Warrant Stock" means Common Stock issuable upon exercise of
         any Warrant or Warrants or otherwise issuable pursuant to any Warrant
         or Warrants.

         10. Other Notices. In case at any time:

                                    (A)      the Issuer shall make any
                                             distributions to the holders of
                                             Common Stock; or

                                    (B)      the Issuer shall authorize the
                                             granting to all holders of its
                                             Common Stock of rights to subscribe
                                             for or purchase any shares of
                                             Capital Stock of any class or other
                                             rights; or

                                    (C)      there shall be any reclassification
                                             of the Capital Stock of the Issuer;
                                             or

                                    (D)      there shall be any capital
                                             reorganization by the Issuer; or

                                    (E)      there shall be any (i)
                                             consolidation or merger involving
                                             the Issuer or (ii) sale, transfer
                                             or other disposition of all or
                                             substantially all of the Issuer's
                                             property, assets or business
                                             (except a merger or other
                                             reorganization in which the Issuer
                                             shall be the surviving corporation
                                             and its shares of Capital Stock
                                             shall continue to be outstanding
                                             and unchanged and except a
                                             consolidation, merger, sale,
                                             transfer or other disposition
                                             involving a wholly-owned
                                             Subsidiary); or

                                    (F)      there shall be a voluntary or
                                             involuntary dissolution,
                                             liquidation or winding-up of the
                                             Issuer or any partial liquidation
                                             of the Issuer or distribution to
                                             holders of Common Stock;

then, in each of such cases, the Issuer shall give written notice to the Holder
of the date on which (i) the books of the Issuer shall close or a record shall
be taken for such dividend, distribution or subscription rights or (ii) such
reorganization, reclassification, consolidation, merger, disposition,
dissolution, liquidation or winding-up, as the case may be, shall take place.
Such notice also shall specify the date as of which the holders of Common Stock
of record shall participate in such dividend, distribution or subscription
rights, or shall be entitled to exchange their certificates for Common Stock for
securities or other property deliverable upon such



                                      -17-
<PAGE>


reorganization, reclassification, consolidation, merger, disposition,
dissolution, liquidation or winding-up, as the case may be. Such notice shall be
given no sooner than fifteen (15) days and not later than ten (10) days prior to
the record date or the date on which the Issuer's transfer books are closed in
respect thereto. This Warrant entitles the Holder to receive copies of all
financial and other information distributed or required to be distributed to the
holders of the Common Stock.

         11. Amendment and Waiver. Any term, covenant, agreement or condition in
this Warrant may be amended, or compliance therewith may be waived (either
generally or in a particular instance and either retroactively or
prospectively), by a written instrument or written instruments executed by the
Issuer and the Majority Holders; provided, however, that no such amendment or
waiver shall reduce the Warrant Share Number, increase the Warrant Price,
shorten the period during which this Warrant may be exercised or modify any
provision of this Section 11 without the consent of the Holder of this Warrant.
No consideration shall be offered or paid to any person to amend or consent to a
waiver or modification of any provision of this Warrant unless the same
consideration is also offered to all holders of the Warrants.

         12. Governing Law; Jurisdiction. This Warrant shall be governed by and
construed in accordance with the internal laws of the State of New York, without
giving effect to any of the conflicts of law principles which would result in
the application of the substantive law of another jurisdiction. This Warrant
shall not be interpreted or construed with any presumption against the party
causing this Warrant to be drafted. The Issuer and the Holder agree that venue
for any dispute arising under this Warrant will lie exclusively in the state or
federal courts located in New York County, New York, and the parties irrevocably
waive any right to raise forum non conveniens or any other argument that New
York is not the proper venue. The Issuer and the Holder irrevocably consent to
personal jurisdiction in the state and federal courts of the state of New York.
The Issuer and the Holder consent to process being served in any such suit,
action or proceeding by mailing a copy thereof to such party at the address in
effect for notices to it under this Warrant and agrees that such service shall
constitute good and sufficient service of process and notice thereof. Nothing in
this Section 12 shall affect or limit any right to serve process in any other
manner permitted by law. The Issuer and the Holder hereby agree that the
prevailing party in any suit, action or proceeding arising out of or relating to
this Warrant or the Purchase Agreement, shall be entitled to reimbursement for
reasonable legal fees from the non-prevailing party. The parties hereby waive
all rights to a trial by jury.

         13. Notices. Any and all notices or other communications or deliveries
required or permitted to be provided hereunder shall be in writing and shall be
deemed given and effective on the earlier of (i) the date of transmission, if
such notice or communication is delivered via facsimile at the facsimile
telephone number specified for notice prior to 5:00 p.m., eastern time, on a
Trading Day, (ii) the Trading Day after the date of transmission, if such notice
or communication is delivered via facsimile at the facsimile telephone number
specified for notice later than 5:00 p.m., eastern time, on any date and earlier
than 11:59 p.m., eastern time, on such date, (iii) the Trading Day following the
date of mailing, if sent by overnight delivery by a nationally recognized
overnight courier service or (iv) actual receipt by the party to whom such
notice is required to be given. The addresses for such communications shall be
with respect to the Holder of this Warrant or of Warrant Stock issued pursuant
hereto, addressed to such Holder



                                      -18-
<PAGE>


at its last known address or facsimile number appearing on the books of the
Issuer maintained for such purposes, or with respect to the Issuer, addressed
to:


                                    Remote Dynamics, Inc.
                                    1155 Kas Drive, Suite 100
                                    Richardson, Texas 75081
                                    Attention: Chief Executive Officer
                                    Tel. No.: (972) 301-2000
                                    Fax No.: (972) 301-2263

with copies (which copies
shall not constitute notice
to the Issuer) to:                  Locke Liddell & Sapp LLP
                                    2200 Ross Avenue, Suite 2200
                                    Dallas, Texas 75201
                                    Attention:  Stephen L. Sapp
                                    Tel. No.: (214) 740-8570
                                    Fax No.: (214) 740-8800

Copies of notices to the Holder shall be sent to Kramer Levin Naftalis & Frankel
LLP, 1177 Avenue of the Americas, New York, New York 10036, Attention:
Christopher S. Auguste, Tel. No.: (212) 715-9100, Fax. No.: (212) 715-8000. Any
party hereto may from time to time change its address for notices by giving at
least ten (10) days written notice of such changed address to the other party
hereto.

         14. Warrant Agent. The Issuer may, by written notice to each Holder of
this Warrant, appoint an agent for the purpose of issuing shares of Warrant
Stock on the exercise of this Warrant pursuant to subsection (b) of Section 2
hereof, exchanging this Warrant pursuant to subsection (d) of Section 2 hereof
or replacing this Warrant pursuant to subsection (d) of Section 3 hereof, 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.

         15. Remedies. The Issuer stipulates that the remedies at law of the
Holder of this Warrant in the event of any default or threatened default by the
Issuer in the performance of or compliance with any of the terms of this Warrant
may not be adequate and that, to the fullest extent permitted by law, such terms
may be specifically enforced by a decree for the specific performance of any
agreement contained herein or by an injunction against a violation of any of the
terms hereof or otherwise.

         16. Successors and Assigns. This Warrant and the rights evidenced
hereby shall inure to the benefit of and be binding upon the successors and
assigns of the Issuer, the Holder hereof and (to the extent provided herein) the
Holders of Warrant Stock issued pursuant hereto, and shall be enforceable by any
such Holder or Holder of Warrant Stock.

         17. Modification and Severability. If, in any action before any court
or agency legally empowered to enforce any provision contained herein, any
provision hereof is found to



                                      -19-
<PAGE>


be unenforceable, then such provision shall be deemed modified to the extent
necessary to make it enforceable by such court or agency. If any such provision
is not enforceable as set forth in the preceding sentence, the unenforceability
of such provision shall not affect the other provisions of this Warrant, but
this Warrant shall be construed as if such unenforceable provision had never
been contained herein.

         18. Headings. The headings of the Sections of this Warrant are for
convenience of reference only and shall not, for any purpose, be deemed a part
of this Warrant.


                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]



                                      -20-
<PAGE>


         IN WITNESS WHEREOF, the Issuer has executed this Series B-4 Warrant as
of the day and year first above written.


                                          REMOTE DYNAMICS, INC.



                                          By:
                                             ----------------------------------
                                             Name:
                                             Title:



                                      -21-
<PAGE>


                                  EXERCISE FORM
                               SERIES B-4 WARRANT

                              REMOTE DYNAMICS, INC.

The undersigned _______________, pursuant to the provisions of the within
Warrant, hereby elects to purchase _____ shares of Common Stock of Remote
Dynamics, Inc. covered by the within Warrant.

Dated:                                 Signature
       -----------------                            ----------------------------

                                       Address
                                                    ---------------------

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

Number of shares of Common Stock beneficially owned or deemed beneficially owned
by the Holder on the date of Exercise: _________________________

                                   ASSIGNMENT

FOR VALUE RECEIVED, _________________ hereby sells, assigns and transfers unto
__________________ the within Warrant and all rights evidenced thereby and does
irrevocably constitute and appoint _____________, attorney, to transfer the said
Warrant on the books of the within named corporation.

Dated:                              Signature
       -----------------                            ----------------------------

                                    Address
                                                    ---------------------

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

                               PARTIAL ASSIGNMENT

FOR VALUE RECEIVED, _________________ hereby sells, assigns and transfers unto
__________________ the right to purchase _________ shares of Warrant Stock
evidenced by the within Warrant together with all rights therein, and does
irrevocably constitute and appoint ___________________, attorney, to transfer
that part of the said Warrant on the books of the within named corporation.

Dated:                              Signature
       -----------------                            ----------------------------

                                    Address
                                                    ---------------------

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

                           FOR USE BY THE ISSUER ONLY:



                                      -22-
<PAGE>


This Warrant No. W-___ canceled (or transferred or exchanged) this _____ day of
___________, _____, shares of Common Stock issued therefor in the name of
_______________, Warrant No. W-_____ issued for ____ shares of Common Stock in
the name of _______________.



                                      -23-


<PAGE>

                                                                  EXECUTION COPY

                                   EXHIBIT C-3
                                     FORM OF
                               SERIES C-3 WARRANT

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED
OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER
APPLICABLE STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF
COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH
SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE
SECURITIES LAWS IS NOT REQUIRED.

                         SERIES C-3 WARRANT TO PURCHASE

                             SHARES OF COMMON STOCK

                                       OF

                              REMOTE DYNAMICS, INC.


                            Expires February __, 2009

No.: W-C-3-06- __                                  Number of Shares: ___________
Date of Issuance: February __, 2006
+

         FOR VALUE RECEIVED, the undersigned, Remote Dynamics, Inc., a Delaware
corporation (together with its successors and assigns, the "Issuer"), hereby
certifies that _____________________ or its registered assigns is entitled to
subscribe for and purchase, during the Term (as hereinafter defined), up to
__________________________ (_____________) shares (subject to adjustment as
hereinafter provided) of the Common Stock of the Issuer, at an exercise price
per share equal to the Warrant Price then in effect, subject, however, to the
provisions and upon the terms and conditions hereinafter set forth. Capitalized
terms used in this Warrant and not otherwise defined herein shall have the
respective meanings specified in Section 8 hereof.

         1. Term. The term of this Warrant shall commence on February __, 2006
and shall expire at 5:00 p.m., eastern time, on February __, 2009 (such period
being the "Term").

         2. Method of Exercise; Payment; Issuance of New Warrant; Transfer and
Exchange.

         (a) Time of Exercise. The purchase rights represented by this Warrant
may be exercised in whole or in part during the Term.



                                      -1-
<PAGE>


         (b) Method of Exercise. The Holder hereof may exercise this Warrant, in
whole or in part, by the surrender of this Warrant (with the exercise form
attached hereto duly executed) at the principal office of the Issuer, and by the
payment to the Issuer of an amount of consideration therefor equal to the
Warrant Price in effect on the date of such exercise multiplied by the number of
shares of Warrant Stock with respect to which this Warrant is then being
exercised, payable at such Holder's election (i) by certified or official bank
check or by wire transfer to an account designated by the Issuer, (ii) by
"cashless exercise" in accordance with the provisions of subsection (c) of this
Section 2, but only when a registration statement under the Securities Act
providing for the resale of the Warrant Stock is not then in effect, or (iii) by
a combination of the foregoing methods of payment selected by the Holder of this
Warrant.

         (c) Cashless Exercise. Notwithstanding any provisions herein to the
contrary and commencing one (1) year following the Original Issue Date if (i)
the Per Share Market Value of one share of Common Stock is greater than the
Warrant Price (at the date of calculation as set forth below) and (ii) a
registration statement under the Securities Act providing for the resale of the
Warrant Stock is not then in effect by the date such registration statement is
required to be effective pursuant to the Registration Rights Agreement (as
defined in the Purchase Agreement) or not effective at any time during the
Effectiveness Period (as defined in the Registration Rights Agreement) in
accordance with the terms of the Registration Rights Agreement, in lieu of
exercising this Warrant by payment of cash, the Holder may exercise this Warrant
by a cashless exercise and shall receive the number of shares of Common Stock
equal to an amount (as determined below) by surrender of this Warrant at the
principal office of the Issuer together with the properly endorsed Notice of
Exercise in which event the Issuer shall issue to the Holder a number of shares
of Common Stock computed using the following formula:

             X = Y -  (A)(Y)
                      ------
                         B

Where        X =      the number of shares of Common Stock to be issued to the
                      Holder.

             Y =      the number of shares of Common Stock purchasable upon
                      exercise of all of the Warrant or, if only a portion of
                      the Warrant is being exercised, the portion of the Warrant
                      being exercised.

             A =      the Warrant Price.

             B =      the Per Share Market Value of one share of Common Stock.

         (d) Issuance of Stock Certificates. In the event of any exercise of
this Warrant in accordance with and subject to the terms and conditions hereof,
(i) certificates for the shares of Warrant Stock so purchased shall be dated the
date of such exercise and delivered to the Holder hereof within a reasonable
time, not exceeding three (3) Trading Days after such exercise (the "Delivery
Date") or, at the request of the Holder (provided that a registration statement
under the Securities Act providing for the resale of the Warrant Stock is then
in effect), issued and delivered to the Depository Trust Company ("DTC") account
on the Holder's behalf via the Deposit Withdrawal Agent Commission System
("DWAC") within a reasonable time, not exceeding three (3) Trading Days after
such exercise, and the Holder hereof shall be deemed for



                                      -2-
<PAGE>


all purposes to be the holder of the shares of Warrant Stock so purchased as of
the date of such exercise and (ii) unless this Warrant has expired, a new
Warrant representing the number of shares of Warrant Stock, if any, with respect
to which this Warrant shall not then have been exercised (less any amount
thereof which shall have been canceled in payment or partial payment of the
Warrant Price as hereinabove provided) shall also be issued to the Holder hereof
at the Issuer's expense within such time.

         (e) Compensation for Buy-In on Failure to Timely Deliver Certificates
Upon Exercise. In addition to any other rights available to the Holder, if the
Issuer fails to cause its transfer agent to transmit to the Holder a certificate
or certificates representing the Warrant Stock pursuant to an exercise on or
before the Delivery Date, and if after such date the Holder is required by its
broker to purchase (in an open market transaction or otherwise) shares of Common
Stock to deliver in satisfaction of a sale by the Holder of the Warrant Stock
which the Holder anticipated receiving upon such exercise (a "Buy-In"), then the
Issuer shall (1) pay in cash to the Holder the amount by which (x) the Holder's
total purchase price (including brokerage commissions, if any) for the shares of
Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the
number of shares of Warrant Stock that the Issuer was required to deliver to the
Holder in connection with the exercise at issue times (B) the price at which the
sell order giving rise to such purchase obligation was executed, and (2) at the
option of the Holder, either reinstate the portion of the Warrant and equivalent
number of shares of Warrant Stock for which such exercise was not honored or
deliver to the Holder the number of shares of Common Stock that would have been
issued had the Issuer timely complied with its exercise and delivery obligations
hereunder. For example, if the Holder purchases Common Stock having a total
purchase price of $11,000 to cover a Buy-In with respect to an attempted
exercise of shares of Common Stock with an aggregate sale price giving rise to
such purchase obligation of $10,000, under clause (1) of the immediately
preceding sentence the Issuer shall be required to pay the Holder $1,000. The
Holder shall provide the Issuer written notice indicating the amounts payable to
the Holder in respect of the Buy-In, together with applicable confirmations and
other evidence reasonably requested by the Issuer. Nothing herein shall limit a
Holder's right to pursue any other remedies available to it hereunder, at law or
in equity including, without limitation, a decree of specific performance and/or
injunctive relief with respect to the Issuer's failure to timely deliver
certificates representing shares of Common Stock upon exercise of this Warrant
as required pursuant to the terms hereof.

         (f) Transferability of Warrant. Subject to Section 2(h), this Warrant
may be transferred by a Holder without the consent of the Issuer. If transferred
pursuant to this paragraph, this Warrant may be transferred on the books of the
Issuer by the Holder hereof in person or by duly authorized attorney, upon
surrender of this Warrant at the principal office of the Issuer, properly
endorsed (by the Holder executing an assignment in the form attached hereto) and
upon payment of any necessary transfer tax or other governmental charge imposed
upon such transfer. This Warrant is exchangeable at the principal office of the
Issuer for Warrants to purchase the same aggregate number of shares of Warrant
Stock, each new Warrant to represent the right to purchase such number of shares
of Warrant Stock as the Holder hereof shall designate at the time of such
exchange. All Warrants issued on transfers or exchanges shall be dated the
Original Issue Date and shall be identical with this Warrant except as to the
number of shares of Warrant Stock issuable pursuant thereto.



                                      -3-
<PAGE>


         (g) Continuing Rights of Holder. The Issuer will, at the time of or at
any time after each exercise of this Warrant, upon the request of the Holder
hereof, acknowledge in writing the extent, if any, of its continuing obligation
to afford to such Holder all rights to which such Holder shall continue to be
entitled after such exercise in accordance with the terms of this Warrant,
provided that if any such Holder shall fail to make any such request, the
failure shall not affect the continuing obligation of the Issuer to afford such
rights to such Holder.

         (h) Compliance with Securities Laws.

                  (i) The Holder of this Warrant, by acceptance hereof,
         acknowledges that this Warrant and the shares of Warrant Stock to be
         issued upon exercise hereof are being acquired solely for the Holder's
         own account and not as a nominee for any other party, and for
         investment, and that the Holder will not offer, sell or otherwise
         dispose of this Warrant or any shares of Warrant Stock to be issued
         upon exercise hereof except pursuant to an effective registration
         statement, or an exemption from registration, under the Securities Act
         and any applicable state securities laws.

                  (ii) Except as provided in paragraph (iii) below, this Warrant
         and all certificates representing shares of Warrant Stock issued upon
         exercise hereof shall be stamped or imprinted with a legend in
         substantially the following form:

                  THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON
                  EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
                  ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE
                  SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE
                  DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND
                  UNDER APPLICABLE STATE SECURITIES LAWS OR THE ISSUER SHALL
                  HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO
                  THE ISSUER THAT REGISTRATION OF SUCH SECURITIES UNDER THE
                  SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE
                  SECURITIES LAWS IS NOT REQUIRED.

                  (iii) The Issuer agrees to reissue this Warrant or
         certificates representing any of the Warrant Stock, without the legend
         set forth above if at such time, prior to making any transfer of any
         such securities, the Holder shall give written notice to the Issuer
         describing the manner and terms of such transfer. Such proposed
         transfer will not be effected until: (a) either (i) the Issuer has
         received an opinion of counsel reasonably satisfactory to the Issuer,
         to the effect that the registration of such securities under the
         Securities Act is not required in connection with such proposed
         transfer, (ii) a registration statement under the Securities Act
         covering such proposed disposition has been filed by the Issuer with
         the Securities and Exchange Commission and has become effective under
         the Securities Act, (iii) the Issuer has received other evidence
         reasonably satisfactory to the Issuer that such registration and
         qualification under the Securities Act and state



                                      -4-
<PAGE>


         securities laws are not required (which may include an opinion of
         counsel provided by the Issuer), or (iv) the Holder provides the Issuer
         with reasonable assurances that such security can be sold pursuant to
         Rule 144 under the Securities Act (which may include an opinion of
         counsel provided by the Issuer); and (b) either (i) the Issuer has
         received an opinion of counsel reasonably satisfactory to the Issuer,
         to the effect that registration or qualification under the securities
         or "blue sky" laws of any state is not required in connection with such
         proposed disposition, or (ii) compliance with applicable state
         securities or "blue sky" laws has been effected or a valid exemption
         exists with respect thereto (which may include an opinion of counsel
         provided by the Issuer). The Issuer will respond to any such notice
         from a holder within three (3) business days. In the case of any
         proposed transfer under this Section 2(h), the Issuer will use
         reasonable efforts to comply with any such applicable state securities
         or "blue sky" laws, but shall in no event be required, (x) to qualify
         to do business in any state where it is not then qualified, (y) to take
         any action that would subject it to tax or to the general service of
         process in any state where it is not then subject, or (z) to comply
         with state securities or "blue sky" laws of any state for which
         registration by coordination is unavailable to the Issuer. The
         restrictions on transfer contained in this Section 2(h) shall be in
         addition to, and not by way of limitation of, any other restrictions on
         transfer contained in any other section of this Warrant. Whenever a
         certificate representing the Warrant Stock is required to be issued to
         a the Holder without a legend, in lieu of delivering physical
         certificates representing the Warrant Stock, provided the Issuer's
         transfer agent is participating in the DTC Fast Automated Securities
         Transfer program, the Issuer shall use its reasonable best efforts to
         cause its transfer agent to electronically transmit the Warrant Stock
         to the Holder by crediting the account of the Holder's Prime Broker
         with DTC through its DWAC system (to the extent not inconsistent with
         any provisions of this Warrant or the Purchase Agreement).

         (i) Accredited Investor Status. In no event may the Holder exercise
this Warrant in whole or in part unless the Holder is an "accredited investor"
as defined in Regulation D under the Securities Act.

         3. Stock Fully Paid; Reservation and Listing of Shares; Covenants.

         (a) Stock Fully Paid. The Issuer represents, warrants, covenants and
agrees that all shares of Warrant Stock which may be issued upon the exercise of
this Warrant or otherwise hereunder will, when issued in accordance with the
terms of this Warrant, be duly authorized, validly issued, fully paid and
nonassessable and free from all taxes, liens and charges created by or through
the Issuer. Subject to obtaining Stockholder Approval (as defined in the
Purchase Agreement) in accordance with Section 3.21 of the Purchase Agreement,
the Issuer further covenants and agrees that during the period within which this
Warrant may be exercised, the Issuer will at all times have authorized and
reserved for the purpose of issuance upon exercise of this Warrant a number of
shares of Common Stock equal to at least one hundred twenty percent (120%) of
the aggregate number of shares of Common Stock to provide for the exercise of
this Warrant.

         (b) Reservation. If any shares of Common Stock required to be reserved
for issuance upon exercise of this Warrant or as otherwise provided hereunder
require registration or



                                      -5-
<PAGE>


qualification with any governmental authority under any federal or state law
before such shares may be so issued, the Issuer will use its reasonable best
efforts as expeditiously as possible at its expense to cause such shares to be
duly registered or qualified. If the Issuer shall list any shares of Common
Stock on any securities exchange or market it will, at its expense, list
thereon, maintain and increase when necessary such listing, of, all shares of
Warrant Stock from time to time issued upon exercise of this Warrant or as
otherwise provided hereunder (provided that such Warrant Stock has been
registered pursuant to a registration statement under the Securities Act then in
effect), and, to the extent permissible under the applicable securities exchange
rules, all unissued shares of Warrant Stock which are at any time issuable
hereunder, so long as any shares of Common Stock shall be so listed. The Issuer
will also so list on each securities exchange or market, and will maintain such
listing of, any other securities which the Holder of this Warrant shall be
entitled to receive upon the exercise of this Warrant if at the time any
securities of the same class shall be listed on such securities exchange or
market by the Issuer.

         (c) Covenants. The Issuer shall not by any action including, without
limitation, amending the Certificate of Incorporation or the by-laws of the
Issuer, or through any reorganization, transfer of assets, consolidation,
merger, dissolution, issue or sale of securities or any other action, avoid or
seek to avoid the observance or performance of any of the terms of this Warrant,
but will at all times in good faith assist in the carrying out of all such terms
and in the taking of all such actions as may be necessary or appropriate to
protect the rights of the Holder hereof against dilution (to the extent
specifically provided herein) or impairment. Without limiting the generality of
the foregoing, the Issuer will (i) not permit the par value, if any, of its
Common Stock to exceed the then effective Warrant Price, (ii) not amend or
modify any provision of the Certificate of Incorporation or by-laws of the
Issuer in any manner that would adversely affect the rights of the Holders of
the Warrants, (iii) take all such action as may be reasonably necessary in order
that the Issuer may validly and legally issue fully paid and nonassessable
shares of Common Stock, free and clear of any liens, claims, encumbrances and
restrictions (other than as provided herein) created by the Issuer upon the
exercise of this Warrant, and (iv) use its reasonable best efforts to obtain all
such authorizations, exemptions or consents from any public regulatory body
having jurisdiction thereof as may be reasonably necessary to enable the Issuer
to perform its obligations under this Warrant.

         (d) Loss, Theft, Destruction of Warrants. Upon receipt of evidence
satisfactory to the Issuer of the ownership of and the loss, theft, destruction
or mutilation of any Warrant and, in the case of any such loss, theft or
destruction, upon receipt of indemnity or security satisfactory to the Issuer
or, in the case of any such mutilation, upon surrender and cancellation of such
Warrant, the Issuer will make and deliver, in lieu of such lost, stolen,
destroyed or mutilated Warrant, a new Warrant of like tenor and representing the
right to purchase the same number of shares of Common Stock.

         4. Adjustment of Warrant Price. The price at which such shares of
Warrant Stock may be purchased upon exercise of this Warrant shall be subject to
adjustment from time to time as set forth in this Section 4. The Issuer shall
give the Holder notice of any event described below which requires an adjustment
pursuant to this Section 4 in accordance with the notice provisions set forth in
Section 5.



                                      -6-
<PAGE>


         (a) Recapitalization, Reorganization, Reclassification, Consolidation,
Merger or Sale.

                  (i) In case the Issuer after the Original Issue Date shall do
         any of the following (each, a "Triggering Event"): (a) consolidate or
         merge with or into any other Person and the Issuer shall not be the
         continuing or surviving corporation of such consolidation or merger, or
         (b) permit any other Person to consolidate with or merge into the
         Issuer and the Issuer shall be the continuing or surviving Person but,
         in connection with such consolidation or merger, any Capital Stock of
         the Issuer shall be changed into or exchanged for Securities of any
         other Person or cash or any other property, or (c) transfer all or
         substantially all of its properties or assets to any other Person, or
         (d) effect a capital reorganization or reclassification of its Capital
         Stock, then, and in the case of each such Triggering Event, proper
         provision shall be made so that, upon the basis and the terms and in
         the manner provided in this Warrant, the Holder of this Warrant shall
         be entitled upon the exercise hereof at any time after the consummation
         of such Triggering Event, to the extent this Warrant is not exercised
         prior to such Triggering Event, to receive at the Warrant Price in
         effect at the time immediately prior to the consummation of such
         Triggering Event in lieu of the Common Stock issuable upon such
         exercise of this Warrant prior to such Triggering Event, the
         Securities, cash and property to which such Holder would have been
         entitled upon the consummation of such Triggering Event if such Holder
         had exercised the rights represented by this Warrant immediately prior
         thereto (including the right of a shareholder to elect the type of
         consideration it will receive upon a Triggering Event), subject to
         adjustments (subsequent to such corporate action) as nearly equivalent
         as possible to the adjustments provided for elsewhere in this Section
         4. Notwithstanding the foregoing to the contrary, this Section 4(a)(i)
         shall only apply if the surviving entity pursuant to any such
         Triggering Event is a company has a class of equity securities
         registered pursuant to the Securities Exchange Act of 1934, as amended,
         and its common stock is listed or quoted on a national securities
         exchange, national automated quotation system or the OTC Bulletin
         Board. In the event that the surviving entity pursuant to any such
         Triggering Event is not a company that has a class of equity securities
         registered pursuant to the Securities Exchange Act of 1934, as amended,
         or its common stock is not listed or quoted on a national securities
         exchange, national automated quotation system or the OTC Bulletin
         Board, then the Holder shall have the right to demand that the Issuer
         pay to the Holder an amount equal to the value of this Warrant
         according to the Black-Scholes formula.

                  (ii) Notwithstanding anything contained in this Warrant to the
         contrary and so long as the surviving entity pursuant to any Triggering
         Event is a company that has a class of equity securities registered
         pursuant to the Securities Exchange Act of 1934, as amended, and its
         common stock is listed or quoted on a national securities exchange,
         national automated quotation system or the OTC Bulletin Board, a
         Triggering Event shall not be deemed to have occurred if, prior to the
         consummation thereof, each Person (other than the Issuer) which may be
         required to deliver any Securities, cash or property upon the exercise
         of this Warrant as provided herein shall assume, by written instrument
         delivered to, and reasonably satisfactory to, the Holder of this
         Warrant, (A) the obligations of the Issuer under this Warrant (and if
         the Issuer shall survive the consummation of such Triggering Event,
         such assumption shall be in addition to, and shall not release the
         Issuer from, any continuing obligations of the Issuer under this



                                      -7-
<PAGE>


         Warrant) and (B) the obligation to deliver to such Holder such
         Securities, cash or property as, in accordance with the foregoing
         provisions of this subsection (a), such Holder shall be entitled to
         receive, and such Person shall have similarly delivered to such Holder
         an opinion of counsel for such Person, which counsel shall be
         reasonably satisfactory to such Holder, or in the alternative, a
         written acknowledgement executed by the President or Chief Financial
         Officer of the Issuer, stating that this Warrant shall thereafter
         continue in full force and effect and the terms hereof (including,
         without limitation, all of the provisions of this subsection (a)) shall
         be applicable to the Securities, cash or property which such Person may
         be required to deliver upon any exercise of this Warrant or the
         exercise of any rights pursuant hereto.

                  (b) Stock Dividends, Subdivisions and Combinations. If at any
time the Issuer shall:

                           (i) make or issue or set a record date for the
         holders of the Common Stock for the purpose of entitling them to
         receive a dividend payable in, or other distribution of, shares of
         Common Stock,

                           (ii) subdivide its outstanding shares of Common Stock
         into a larger number of shares of Common Stock, or

                           (iii) combine its outstanding shares of Common Stock
         into a smaller number of shares of Common Stock,

then (1) the number of shares of Common Stock for which this Warrant is
exercisable immediately after the occurrence of any such event shall be adjusted
to equal the number of shares of Common Stock which a record holder of the same
number of shares of Common Stock for which this Warrant is exercisable
immediately prior to the occurrence of such event would own or be entitled to
receive after the happening of such event, and (2) the Warrant Price then in
effect shall be adjusted to equal (A) the Warrant Price then in effect
multiplied by the number of shares of Common Stock for which this Warrant is
exercisable immediately prior to the adjustment divided by (B) the number of
shares of Common Stock for which this Warrant is exercisable immediately after
such adjustment.

         (c) Certain Other Distributions. If at any time the Issuer shall make
or issue or set a record date for the holders of the Common Stock for the
purpose of entitling them to receive any dividend or other distribution of:

                           (i) cash (other than a cash dividend payable out of
         earnings or earned surplus legally available for the payment of
         dividends under the laws of the jurisdiction of incorporation of the
         Issuer),

                           (ii) any evidences of its indebtedness, any shares of
         stock of any class or any other securities or property of any nature
         whatsoever (other than cash, Common Stock Equivalents or Additional
         Shares of Common Stock), or

                           (iii) any warrants or other rights to subscribe for
         or purchase any



                                      -8-
<PAGE>


         evidences of its indebtedness, any shares of stock of any class or any
         other securities or property of any nature whatsoever (other than cash,
         Common Stock Equivalents or Additional Shares of Common Stock),

then (1) the number of shares of Common Stock for which this Warrant is
exercisable shall be adjusted to equal the product of the number of shares of
Common Stock for which this Warrant is exercisable immediately prior to such
adjustment multiplied by a fraction (A) the numerator of which shall be the Per
Share Market Value of Common Stock at the date of taking such record and (B) the
denominator of which shall be such Per Share Market Value minus the amount
allocable to one share of Common Stock of any such cash so distributable and of
the fair value (as determined in good faith by the Board of Directors of the
Issuer and supported by an opinion from an investment banking firm mutually
agreed upon by the Issuer and the Holder) of any and all such evidences of
indebtedness, shares of stock, other securities or property or warrants or other
subscription or purchase rights so distributable, and (2) the Warrant Price then
in effect shall be adjusted to equal (A) the Warrant Price then in effect
multiplied by the number of shares of Common Stock for which this Warrant is
exercisable immediately prior to the adjustment divided by (B) the number of
shares of Common Stock for which this Warrant is exercisable immediately after
such adjustment. A reclassification of the Common Stock (other than a change in
par value, or from par value to no par value or from no par value to par value)
into shares of Common Stock and shares of any other class of stock shall be
deemed a distribution by the Issuer to the holders of its Common Stock of such
shares of such other class of stock within the meaning of this Section 4(c) and,
if the outstanding shares of Common Stock shall be changed into a larger or
smaller number of shares of Common Stock as a part of such reclassification,
such change shall be deemed a subdivision or combination, as the case may be, of
the outstanding shares of Common Stock within the meaning of Section 4(b).

         (d) Issuance of Additional Shares of Common Stock. In the event the
Issuer shall at any time following the Original Issue Date issue any Additional
Shares of Common Stock (otherwise than as provided in the foregoing subsections
(b) through (c) of this Section 4), at a price per share less than the Warrant
Price then in effect or without consideration, then the Warrant Price upon each
such issuance shall be adjusted to the price equal to the consideration per
share paid for such Additional Shares of Common Stock.

         (e) Issuance of Common Stock Equivalents. If at any time the Issuer
shall take a record of the holders of its Common Stock for the purpose of
entitling them to receive a distribution of, or shall in any manner (whether
directly or by assumption in a merger in which the Issuer is the surviving
corporation) issue or sell, any Common Stock Equivalents, whether or not the
rights to exchange or convert thereunder are immediately exercisable, and the
price per share for which Common Stock is issuable upon such conversion or
exchange shall be less than the Warrant Price in effect immediately prior to the
time of such issue or sale, or if, after any such issuance of Common Stock
Equivalents, the price per share for which Additional Shares of Common Stock may
be issuable thereafter is amended or adjusted, and such price as so amended
shall make be less than the Warrant Price in effect at the time of such
amendment or adjustment, then the Warrant Price then in effect shall be adjusted
as provided in Section 4(d). No further adjustments of the number of shares of
Common Stock for which this Warrant is exercisable and the Warrant Price then in
effect shall be made upon the actual issue of such Common Stock upon conversion
or exchange of such Common Stock Equivalents.



                                      -9-
<PAGE>


         (f) Other Provisions applicable to Adjustments under this Section. The
following provisions shall be applicable to the making of adjustments of the
number of shares of Common Stock for which this Warrant is exercisable and the
Warrant Price then in effect provided for in this Section 4:

                  (i) Computation of Consideration. To the extent that any
Additional Shares of Common Stock or any Common Stock Equivalents (or any
warrants or other rights therefor) shall be issued for cash consideration, the
consideration received by the Issuer therefor shall be the amount of the cash
received by the Issuer therefor, or, if such Additional Shares of Common Stock
or Common Stock Equivalents are offered by the Issuer for subscription, the
subscription price, or, if such Additional Shares of Common Stock or Common
Stock Equivalents are sold to underwriters or dealers for public offering
without a subscription offering, the initial public offering price (in any such
case subtracting any amounts paid or receivable for accrued interest or accrued
dividends and without taking into account any compensation, discounts or
expenses paid or incurred by the Issuer for and in the underwriting of, or
otherwise in connection with, the issuance thereof). In connection with any
merger or consolidation in which the Issuer is the surviving corporation (other
than any consolidation or merger in which the previously outstanding shares of
Common Stock of the Issuer shall be changed to or exchanged for the stock or
other securities of another corporation), the amount of consideration therefore
shall be, deemed to be the fair value of such portion of the assets and business
of the nonsurviving corporation as the Board may determine to be attributable to
such shares of Common Stock or Common Stock Equivalents, as the case may be.
Such determination of the fair value of such consideration shall be made by an
Independent Appraiser. The consideration for any Additional Shares of Common
Stock issuable pursuant to the terms of any Common Stock Equivalents shall be
the consideration received by the Issuer for issuing such Common Stock
Equivalents, plus the additional consideration, if any, payable to the Issuer
upon the exercise of the right of conversion or exchange in such Common Stock
Equivalents. In the event of any consolidation or merger of the Issuer in which
the Issuer is not the surviving corporation or in which the previously
outstanding shares of Common Stock of the Issuer shall be changed into or
exchanged for the stock or other securities of another corporation, or in the
event of any sale of all or substantially all of the assets of the Issuer for
stock or other securities of any corporation, the Issuer shall be deemed to have
issued a number of shares of its Common Stock for stock or securities or other
property of the other corporation computed on the basis of the actual exchange
ratio on which the transaction was predicated, and for a consideration equal to
the fair market value on the date of such transaction of all such stock or
securities or other property of the other corporation. In the event any
consideration received by the Issuer for any securities consists of property
other than cash, the fair market value thereof at the time of issuance or as
otherwise applicable shall be as determined in good faith by the Board. In the
event Common Stock is issued with other shares or securities or other assets of
the Issuer for consideration which covers both, the consideration computed as
provided in this Section 4(f)(i) shall be allocated among such securities and
assets as determined in good faith by the Board.

                  (ii) When Adjustments to Be Made. The adjustments required by
this Section 4 shall be made whenever and as often as any specified event
requiring an adjustment shall occur, except that any adjustment of the number of
shares of Common Stock for which this Warrant is exercisable that would
otherwise be required may be postponed (except in the case of



                                      -10-
<PAGE>


a subdivision or combination of shares of the Common Stock, as provided for in
Section 4(b)) up to, but not beyond the date of exercise if such adjustment
either by itself or with other adjustments not previously made adds or subtracts
less than one percent (1%) of the shares of Common Stock for which this Warrant
is exercisable immediately prior to the making of such adjustment. Any
adjustment representing a change of less than such minimum amount (except as
aforesaid) which is postponed shall be carried forward and made as soon as such
adjustment, together with other adjustments required by this Section 4 and not
previously made, would result in a minimum adjustment or on the date of
exercise. For the purpose of any adjustment, any specified event shall be deemed
to have occurred at the close of business on the date of its occurrence.

                  (iii) Fractional Interests. In computing adjustments under
this Section 4, fractional interests in Common Stock shall be taken into account
to the nearest one one-hundredth (1/100th) of a share.

                  (iv) When Adjustment Not Required. If the Issuer shall take a
record of the holders of its Common Stock for the purpose of entitling them to
receive a dividend or distribution or subscription or purchase rights and shall,
thereafter and before the distribution to stockholders thereof, legally abandon
its plan to pay or deliver such dividend, distribution, subscription or purchase
rights, then thereafter no adjustment shall be required by reason of the taking
of such record and any such adjustment previously made in respect thereof shall
be rescinded and annulled.

         (g) Form of Warrant after Adjustments. The form of this Warrant need
not be changed because of any adjustments in the Warrant Price or the number and
kind of Securities purchasable upon the exercise of this Warrant.

         (h) Escrow of Warrant Stock. If after any property becomes
distributable pursuant to this Section 4 by reason of the taking of any record
of the holders of Common Stock, but prior to the occurrence of the event for
which such record is taken, and the Holder exercises this Warrant, any shares of
Common Stock issuable upon exercise by reason of such adjustment shall be deemed
the last shares of Common Stock for which this Warrant is exercised
(notwithstanding any other provision to the contrary herein) and such shares or
other property shall be held in escrow for the Holder by the Issuer to be issued
to the Holder upon and to the extent that the event actually takes place, upon
payment of the current Warrant Price. Notwithstanding any other provision to the
contrary herein, if the event for which such record was taken fails to occur or
is rescinded, then such escrowed shares shall be cancelled by the Issuer and
escrowed property returned.

         5. Notice of Adjustments. Whenever the Warrant Price or Warrant Share
Number shall be adjusted pursuant to Section 4 hereof (for purposes of this
Section 5, each an "adjustment"), the Issuer shall cause its Chief Financial
Officer to prepare and execute a certificate setting forth, in reasonable
detail, the event requiring the adjustment, the amount of the adjustment, the
method by which such adjustment was calculated (including a description of the
basis on which the Board made any determination hereunder), and the Warrant
Price and Warrant Share Number after giving effect to such adjustment, and shall
cause copies of such certificate to be delivered to the Holder of this Warrant
promptly after each adjustment. Any



                                      -11-
<PAGE>


dispute between the Issuer and the Holder of this Warrant with respect to the
matters set forth in such certificate may at the option of the Holder of this
Warrant be submitted to a national or regional accounting firm reasonably
acceptable to the Issuer and the Holder, provided that the Issuer shall have ten
(10) days after receipt of notice from such Holder of its selection of such firm
to object thereto, in which case such Holder shall select another such firm and
the Issuer shall have no such right of objection. The firm selected by the
Holder of this Warrant as provided in the preceding sentence shall be instructed
to deliver a written opinion as to such matters to the Issuer and such Holder
within thirty (30) days after submission to it of such dispute. Such opinion
shall be final and binding on the parties hereto. The costs and expenses of the
initial accounting firm shall be paid equally by the Issuer and the Holder and,
in the case of an objection by the Issuer, the costs and expenses of the
subsequent accounting firm shall be paid in full by the Issuer.

         6. Fractional Shares. No fractional shares of Warrant Stock will be
issued in connection with any exercise hereof, but in lieu of such fractional
shares, the Issuer shall make a cash payment therefor equal in amount to the
product of the applicable fraction multiplied by the Per Share Market Value then
in effect.

         7. Ownership Cap and Certain Exercise Restrictions. (a) Notwithstanding
anything to the contrary set forth in this Warrant, at no time may a Holder of
this Warrant exercise this Warrant if the number of shares of Common Stock to be
issued pursuant to such exercise would exceed, when aggregated with all other
shares of Common Stock owned by such Holder at such time, the number of shares
of Common Stock which would result in such Holder beneficially owning (as
determined in accordance with Section 13(d) of the Exchange Act and the rules
thereunder) in excess of 4.9% of the then issued and outstanding shares of
Common Stock; provided, however, that upon a holder of this Warrant providing
the Issuer with sixty-one (61) days notice (pursuant to Section 12 hereof) (the
"Waiver Notice") that such Holder would like to waive this Section 7(a) with
regard to any or all shares of Common Stock issuable upon exercise of this
Warrant, this Section 7(a) will be of no force or effect with regard to all or a
portion of the Warrant referenced in the Waiver Notice; provided, further, that
this provision shall be of no further force or effect during the sixty-one (61)
days immediately preceding the expiration of the term of this Warrant.

                  (b) The Holder may not exercise the Warrant hereunder to the
extent such exercise would result in the Holder beneficially owning (as
determined in accordance with Section 13(d) of the Exchange Act and the rules
thereunder) in excess of 9.9% of the then issued and outstanding shares of
Common Stock, including shares issuable upon exercise of the Warrant held by the
Holder after application of this Section; provided, however, that upon a holder
of this Warrant providing the Issuer with a Waiver Notice that such holder would
like to waive this Section 7(b) with regard to any or all shares of Common Stock
issuable upon exercise of this Warrant, this Section 7(b) shall be of no force
or effect with regard to those shares of Warrant Stock referenced in the Waiver
Notice; provided, further, that this provision shall be of no further force or
effect during the sixty-one (61) days immediately preceding the expiration of
the term of this Warrant.

         8. Definitions. For the purposes of this Warrant, the following terms
have the following meanings:



                                      -12-
<PAGE>


                  "Additional Shares of Common Stock" means all shares of Common
         Stock issued by the Issuer after the Original Issue Date, and all
         shares of Other Common, if any, issued by the Issuer after the Original
         Issue Date, except: (i) securities issued (other than for cash) in
         connection with a merger, acquisition, or consolidation, (ii)
         securities issued pursuant to the conversion or exercise of convertible
         or exercisable securities issued or outstanding on or prior to the date
         hereof or issued pursuant to the Purchase Agreement, (iii) the Warrant
         Stock, (iv) securities issued in connection with bona fide strategic
         license agreements or other partnering arrangements so long as such
         issuances are not for the purpose of raising capital, (v) Common Stock
         issued or the issuance or grants of options to purchase Common Stock
         pursuant to the Issuer's stock option plans and employee stock purchase
         plans as they now exist on the Original Issue Date, (vi) any warrants
         issued to the placement agent and its designees for the transactions
         contemplated by the Purchase Agreement, (vii) Common Stock issued in
         connection with consulting or advisory services not in excess of
         5,000,000 shares, and (viii) the payment of any principal in shares of
         Common Stock pursuant to the Notes.

                  "Board" shall mean the Board of Directors of the Issuer.

                  "Capital Stock" means and includes (i) any and all shares,
         interests, participations or other equivalents of or interests in
         (however designated) corporate stock, including, without limitation,
         shares of preferred or preference stock, (ii) all partnership interests
         (whether general or limited) in any Person which is a partnership,
         (iii) all membership interests or limited liability company interests
         in any limited liability company, and (iv) all equity or ownership
         interests in any Person of any other type.

                  "Certificate of Incorporation" means the Certificate of
         Incorporation of the Issuer as in effect on the Original Issue Date,
         and as hereafter from time to time amended, modified, supplemented or
         restated in accordance with the terms hereof and thereof and pursuant
         to applicable law.

                  "Common Stock" means the Common Stock, par value $.01 per
         share, of the Issuer and any other Capital Stock into which such stock
         may hereafter be changed.

                  "Common Stock Equivalent" means any Convertible Security or
         warrant, option or other right to subscribe for or purchase any
         Additional Shares of Common Stock or any Convertible Security.

                  "Convertible Securities" means evidences of Indebtedness,
         shares of Capital Stock or other Securities which are or may be at any
         time convertible into or exchangeable for Additional Shares of Common
         Stock. The term "Convertible Security" means one of the Convertible
         Securities.

                  "Governmental Authority" means any governmental, regulatory or
         self-regulatory entity, department, body, official, authority,
         commission, board, agency or instrumentality, whether federal, state or
         local, and whether domestic or foreign.



                                      -13-
<PAGE>


                  "Holders" mean the Persons who shall from time to time own any
         Warrant. The term "Holder" means one of the Holders.

                  "Independent Appraiser" means a nationally recognized or major
         regional investment banking firm or firm of independent certified
         public accountants of recognized standing (which may be the firm that
         regularly examines the financial statements of the Issuer) that is
         regularly engaged in the business of appraising the Capital Stock or
         assets of corporations or other entities as going concerns, and which
         is not affiliated with either the Issuer or the Holder of any Warrant.

                  "Issuer" means Remote Dynamics, Inc., a Delaware corporation,
         and its successors.

                  "Majority Holders" means at any time the Holders of Warrants
         exercisable for a majority of the shares of Warrant Stock then issuable
         under the outstanding Warrants at that time.

                  "Notes" means the series A senior secured convertible
         promissory notes issued by the Issuer to the Purchasers pursuant to the
         Purchase Agreement.

                  "Original Issue Date" means February __, 2006.

                  "OTC Bulletin Board" means the over-the-counter electronic
         bulletin board.

                  "Other Common" means any other Capital Stock of the Issuer of
         any class which shall be authorized at any time after the date of this
         Warrant (other than Common Stock) and which shall have the right to
         participate in the distribution of earnings and assets of the Issuer
         without limitation as to amount.

                  "Outstanding Common Stock" means, at any given time, the
         aggregate amount of outstanding shares of Common Stock, assuming full
         exercise, conversion or exchange (as applicable) of all options,
         warrants and other Securities which are convertible into or exercisable
         or exchangeable for, and any right to subscribe for, shares of Common
         Stock that are outstanding at such time.

                  "Person" means an individual, corporation, limited liability
         company, partnership, joint stock company, trust, unincorporated
         organization, joint venture, Governmental Authority or other entity of
         whatever nature.

                  "Per Share Market Value" means on any particular date (a) the
         VWAP, or (b) if the Common Stock is not then publicly traded the fair
         market value of a share of Common Stock as determined by an Independent
         Appraiser selected in good faith by the Majority Holders; provided,
         however, that the Issuer, after receipt of the determination by such
         Independent Appraiser, shall have the right to select an additional
         Independent Appraiser, in which case, the fair market value shall be
         equal to the average of the determinations by each such Independent
         Appraiser; and provided, further that all determinations of the Per
         Share Market Value shall be appropriately adjusted for any



                                      -14-
<PAGE>


         stock dividends, stock splits or other similar transactions during such
         period. The determination of fair market value by an Independent
         Appraiser shall be based upon the fair market value of the Issuer
         determined on a going concern basis as between a willing buyer and a
         willing seller and taking into account all relevant factors
         determinative of value, and shall be final and binding on all parties.
         In determining the fair market value of any shares of Common Stock, no
         consideration shall be given to any restrictions on transfer of the
         Common Stock imposed by agreement or by federal or state securities
         laws, or to the existence or absence of, or any limitations on, voting
         rights.

                  "Purchase Agreement" means the Note and Warrant Purchase
         Agreement dated as of February __, 2006, among the Issuer and the
         Purchasers.

                  "Purchasers" means the purchasers of the Notes and the
         Warrants issued by the Issuer pursuant to the Purchase Agreement.

                  "Securities" means any debt or equity securities of the
         Issuer, whether now or hereafter authorized, any instrument convertible
         into or exchangeable for Securities or a Security, and any option,
         warrant or other right to purchase or acquire any Security. "Security"
         means one of the Securities.

                  "Securities Act" means the Securities Act of 1933, as amended,
         or any similar federal statute then in effect.

                  "Subsidiary" means any corporation at least 50% of whose
         outstanding Voting Stock shall at the time be owned directly or
         indirectly by the Issuer or by one or more of its Subsidiaries, or by
         the Issuer and one or more of its Subsidiaries.

                  "Term" has the meaning specified in Section 1 hereof.

                  "Trading Day" means (a) a day on which the Common Stock is
         traded on the OTC Bulletin Board, or (b) if the Common Stock is not
         traded on the OTC Bulletin Board, a day on which the Common Stock is
         quoted in the over-the-counter "pink sheets" market as reported by the
         National Quotation Bureau Incorporated (or any similar organization or
         agency succeeding its functions of reporting prices); provided,
         however, that in the event that the Common Stock is not listed or
         quoted as set forth in (a) or (b) hereof, then Trading Day shall mean
         any day except Saturday, Sunday and any day which shall be a legal
         holiday or a day on which banking institutions in the State of New York
         are authorized or required by law or other government action to close.

                  "Voting Stock" means, as applied to the Capital Stock of any
         corporation, Capital Stock of any class or classes (however designated)
         having ordinary voting power for the election of a majority of the
         members of the Board of Directors (or other governing body) of such
         corporation, other than Capital Stock having such power only by reason
         of the happening of a contingency.

                  "VWAP" means, for any date, (i) the daily volume weighted
         average price of the Common Stock for such date on the OTC Bulletin
         Board as reported by Bloomberg



                                      -15-
<PAGE>


         Financial L.P. (based on a Trading Day from 9:30 a.m. Eastern Time to
         4:02 p.m. Eastern Time); (ii) if the Common Stock is not then listed or
         quoted on the OTC Bulletin Board and if prices for the Common Stock are
         then reported in the "Pink Sheets" published by the Pink Sheets, LLC
         (or a similar organization or agency succeeding to its functions of
         reporting prices), then the average of the "Pink Sheet" quotes for the
         five (5) Trading Days preceding the date of determination; or (iii) in
         all other cases, the fair market value of a share of Common Stock as
         determined by an independent appraiser selected in good faith by the
         Holder and reasonably acceptable to the Maker.

                  "Warrants" means the Warrants issued and sold pursuant to the
         Purchase Agreement, including, without limitation, this Warrant, and
         any other warrants of like tenor issued in substitution or exchange for
         any thereof pursuant to the provisions of Section 2(c), 2(d) or 2(e)
         hereof or of any of such other Warrants.

                  "Warrant Price" initially means $0.21, as such price may be
         adjusted from time to time as shall result from the adjustments
         specified in this Warrant, including Section 4 hereto.

                  "Warrant Share Number" means at any time the aggregate number
         of shares of Warrant Stock which may at such time be purchased upon
         exercise of this Warrant, after giving effect to all prior adjustments
         and increases to such number made or required to be made under the
         terms hereof.

                  "Warrant Stock" means Common Stock issuable upon exercise of
         any Warrant or Warrants or otherwise issuable pursuant to any Warrant
         or Warrants.

         9. Other Notices. In case at any time:

                                    (A)      the Issuer shall make any
                                             distributions to the holders of
                                             Common Stock; or

                                    (B)      the Issuer shall authorize the
                                             granting to all holders of its
                                             Common Stock of rights to subscribe
                                             for or purchase any shares of
                                             Capital Stock of any class or other
                                             rights; or

                                    (C)      there shall be any reclassification
                                             of the Capital Stock of the Issuer;
                                             or

                                    (D)      there shall be any capital
                                             reorganization by the Issuer; or

                                    (E)      there shall be any (i)
                                             consolidation or merger involving
                                             the Issuer or (ii) sale, transfer
                                             or other disposition of all or
                                             substantially all of the Issuer's
                                             property, assets or business
                                             (except a merger or other
                                             reorganization in which the Issuer
                                             shall be the surviving corporation
                                             and its shares of Capital Stock
                                             shall continue to be outstanding
                                             and unchanged and



                                      -16-
<PAGE>


                                             except a consolidation, merger,
                                             sale, transfer or other disposition
                                             involving a wholly-owned
                                             Subsidiary); or

                                    (F)      there shall be a voluntary or
                                             involuntary dissolution,
                                             liquidation or winding-up of the
                                             Issuer or any partial liquidation
                                             of the Issuer or distribution to
                                             holders of Common Stock;

then, in each of such cases, the Issuer shall give written notice to the Holder
of the date on which (i) the books of the Issuer shall close or a record shall
be taken for such dividend, distribution or subscription rights or (ii) such
reorganization, reclassification, consolidation, merger, disposition,
dissolution, liquidation or winding-up, as the case may be, shall take place.
Such notice also shall specify the date as of which the holders of Common Stock
of record shall participate in such dividend, distribution or subscription
rights, or shall be entitled to exchange their certificates for Common Stock for
securities or other property deliverable upon such reorganization,
reclassification, consolidation, merger, disposition, dissolution, liquidation
or winding-up, as the case may be. Such notice shall be given no sooner than
fifteen (15) days and not later than ten (10) days prior to the record date or
the date on which the Issuer's transfer books are closed in respect thereto.
This Warrant entitles the Holder to receive copies of all financial and other
information distributed or required to be distributed to the holders of the
Common Stock.

         10. Amendment and Waiver. Any term, covenant, agreement or condition in
this Warrant may be amended, or compliance therewith may be waived (either
generally or in a particular instance and either retroactively or
prospectively), by a written instrument or written instruments executed by the
Issuer and the Majority Holders; provided, however, that no such amendment or
waiver shall reduce the Warrant Share Number, increase the Warrant Price,
shorten the period during which this Warrant may be exercised or modify any
provision of this Section 10 without the consent of the Holder of this Warrant.
No consideration shall be offered or paid to any person to amend or consent to a
waiver or modification of any provision of this Warrant unless the same
consideration is also offered to all holders of the Warrants.

         11. Governing Law; Jurisdiction. This Warrant shall be governed by and
construed in accordance with the internal laws of the State of New York, without
giving effect to any of the conflicts of law principles which would result in
the application of the substantive law of another jurisdiction. This Warrant
shall not be interpreted or construed with any presumption against the party
causing this Warrant to be drafted. The Issuer and the Holder agree that venue
for any dispute arising under this Warrant will lie exclusively in the state or
federal courts located in New York County, New York, and the parties irrevocably
waive any right to raise forum non conveniens or any other argument that New
York is not the proper venue. The Issuer and the Holder irrevocably consent to
personal jurisdiction in the state and federal courts of the state of New York.
The Issuer and the Holder consent to process being served in any such suit,
action or proceeding by mailing a copy thereof to such party at the address in
effect for notices to it under this Warrant and agrees that such service shall
constitute good and sufficient service of process and notice thereof. Nothing in
this Section 11 shall affect or limit any right to serve process in any other
manner permitted by law. The Issuer and the Holder hereby agree that the
prevailing party in any suit, action or proceeding arising out of or relating to
this Warrant or the Purchase



                                      -17-
<PAGE>


Agreement, shall be entitled to reimbursement for reasonable legal fees from the
non-prevailing party. The parties hereby waive all rights to a trial by jury.

         12. Notices. Any and all notices or other communications or deliveries
required or permitted to be provided hereunder shall be in writing and shall be
deemed given and effective on the earlier of (i) the date of transmission, if
such notice or communication is delivered via facsimile at the facsimile
telephone number specified for notice prior to 5:00 p.m., eastern time, on a
Trading Day, (ii) the Trading Day after the date of transmission, if such notice
or communication is delivered via facsimile at the facsimile telephone number
specified for notice later than 5:00 p.m., eastern time, on any date and earlier
than 11:59 p.m., eastern time, on such date, (iii) the Trading Day following the
date of mailing, if sent by overnight delivery by a nationally recognized
overnight courier service or (iv) actual receipt by the party to whom such
notice is required to be given. The addresses for such communications shall be
with respect to the Holder of this Warrant or of Warrant Stock issued pursuant
hereto, addressed to such Holder at its last known address or facsimile number
appearing on the books of the Issuer maintained for such purposes, or with
respect to the Issuer, addressed to:

                                    Remote Dynamics, Inc.
                                    1155 Kas Drive, Suite 100
                                    Richardson, Texas 75081
                                    Attention: Chief Executive Officer
                                    Tel. No.: (972) 301-2000
                                    Fax No.: (972) 301-2263

with copies (which copies
shall not constitute notice
to the Issuer) to:                  Locke Liddell & Sapp LLP
                                    2200 Ross Avenue, Suite 2200
                                    Dallas, Texas 75201
                                    Attention:  Stephen L. Sapp
                                    Tel. No.: (214) 740-8570
                                    Fax No.: (214) 740-8800

Copies of notices to the Holder shall be sent to Kramer Levin Naftalis & Frankel
LLP, 1177 Avenue of the Americas, New York, New York 10036, Attention:
Christopher S. Auguste, Tel. No.: (212) 715-9100, Fax. No.: (212) 715-8000. Any
party hereto may from time to time change its address for notices by giving at
least ten (10) days written notice of such changed address to the other party
hereto.

         13. Warrant Agent. The Issuer may, by written notice to each Holder of
this Warrant, appoint an agent for the purpose of issuing shares of Warrant
Stock on the exercise of this Warrant pursuant to subsection (b) of Section 2
hereof, exchanging this Warrant pursuant to subsection (d) of Section 2 hereof
or replacing this Warrant pursuant to subsection (d) of Section 3 hereof, 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.



                                      -18-
<PAGE>


         14. Remedies. The Issuer stipulates that the remedies at law of the
Holder of this Warrant in the event of any default or threatened default by the
Issuer in the performance of or compliance with any of the terms of this Warrant
may not be adequate and that, to the fullest extent permitted by law, such terms
may be specifically enforced by a decree for the specific performance of any
agreement contained herein or by an injunction against a violation of any of the
terms hereof or otherwise.

         15. Successors and Assigns. This Warrant and the rights evidenced
hereby shall inure to the benefit of and be binding upon the successors and
assigns of the Issuer, the Holder hereof and (to the extent provided herein) the
Holders of Warrant Stock issued pursuant hereto, and shall be enforceable by any
such Holder or Holder of Warrant Stock.

         16. Modification and Severability. If, in any action before any court
or agency legally empowered to enforce any provision contained herein, any
provision hereof is found to be unenforceable, then such provision shall be
deemed modified to the extent necessary to make it enforceable by such court or
agency. If any such provision is not enforceable as set forth in the preceding
sentence, the unenforceability of such provision shall not affect the other
provisions of this Warrant, but this Warrant shall be construed as if such
unenforceable provision had never been contained herein.

         17. Headings. The headings of the Sections of this Warrant are for
convenience of reference only and shall not, for any purpose, be deemed a part
of this Warrant.


                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]



                                      -19-
<PAGE>


         IN WITNESS WHEREOF, the Issuer has executed this Series C-3 Warrant as
of the day and year first above written.


                                           REMOTE DYNAMICS, INC.



                                           By:
                                              ---------------------------------
                                              Name:
                                              Title:



                                      -20-
<PAGE>


                                  EXERCISE FORM
                               SERIES C-3 WARRANT

                              REMOTE DYNAMICS, INC.

The undersigned _______________, pursuant to the provisions of the within
Warrant, hereby elects to purchase _____ shares of Common Stock of Remote
Dynamics, Inc. covered by the within Warrant.

Dated:                              Signature
       -----------------                          ------------------------------

                                    Address
                                                  ---------------------

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

Number of shares of Common Stock beneficially owned or deemed beneficially owned
by the Holder on the date of Exercise: _________________________

                                   ASSIGNMENT

FOR VALUE RECEIVED, _________________ hereby sells, assigns and transfers unto
__________________ the within Warrant and all rights evidenced thereby and does
irrevocably constitute and appoint _____________, attorney, to transfer the said
Warrant on the books of the within named corporation.

Dated:                              Signature
       -----------------                          ------------------------------

                                    Address
                                                  ---------------------

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

                               PARTIAL ASSIGNMENT

FOR VALUE RECEIVED, _________________ hereby sells, assigns and transfers unto
__________________ the right to purchase _________ shares of Warrant Stock
evidenced by the within Warrant together with all rights therein, and does
irrevocably constitute and appoint ___________________, attorney, to transfer
that part of the said Warrant on the books of the within named corporation.

Dated:                              Signature
       -----------------                          ------------------------------

                                    Address
                                                  ---------------------

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

                           FOR USE BY THE ISSUER ONLY:



                                      -21-
<PAGE>


This Warrant No. W-___ canceled (or transferred or exchanged) this _____ day of
___________, _____, shares of Common Stock issued therefor in the name of
_______________, Warrant No. W-_____ issued for ____ shares of Common Stock in
the name of _______________.



                                      -22-


<PAGE>


                                   EXHIBIT C-4
                                    FORM OF
                               SERIES D-1 WARRANT

                                                                  EXECUTION COPY

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED
OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER
APPLICABLE STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF
COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH
SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE
SECURITIES LAWS IS NOT REQUIRED.

                         SERIES D-1 WARRANT TO PURCHASE

                             SHARES OF COMMON STOCK

                                       OF

                              REMOTE DYNAMICS, INC.


No.: W-D-1-06- __                               Number of Shares:_______________
Date of Issuance: February __, 2006


         FOR VALUE RECEIVED, the undersigned, Remote Dynamics, Inc., a Delaware
corporation (together with its successors and assigns, the "Issuer"), hereby
certifies that _____________________ or its registered assigns is entitled to
subscribe for and purchase, during the Term (as hereinafter defined), up to
________________________________ (___________ ) shares (subject to adjustment as
hereinafter provided) of the Common Stock of the Issuer, at an exercise price
per share equal to the Warrant Price then in effect, subject, however, to the
provisions and upon the terms and conditions hereinafter set forth. Capitalized
terms used in this Warrant and not otherwise defined herein shall have the
respective meanings specified in Section 9 hereof.

         1. Term. The term of this Warrant shall commence on February __, 2006
and shall expire at 5:00 p.m., eastern time, on the date that is eighteen (18)
months following the date the Commission declares effective the registration
statement registering for resale the shares of Common Stock issuable upon
exercise of this Warrant (such period being the "Term").

         2. Method of Exercise; Payment; Issuance of New Warrant; Transfer and
Exchange.

         (a) Time of Exercise. The purchase rights represented by this Warrant
may be exercised in whole or in part during the Term.


                                      -1-
<PAGE>


         (b) Method of Exercise. Subject to Section 8 hereof, the Holder hereof
shall exercise this Warrant, in whole or in part, by the surrender of this
Warrant (with the exercise form attached hereto duly executed) at the principal
office of the Issuer, and by the payment to the Issuer of an amount of
consideration therefor equal to the Warrant Price in effect on the date of such
exercise multiplied by the number of shares of Warrant Stock with respect to
which this Warrant is then being exercised, payable at such Holder's election by
certified or official bank check or by wire transfer to an account designated by
the Issuer.

         (c)      Intentionally Omitted.

         (d) Issuance of Stock Certificates. In the event of any exercise of
this Warrant in accordance with and subject to the terms and conditions hereof,
(i) certificates for the shares of Warrant Stock so purchased shall be dated the
date of such exercise and delivered to the Holder hereof within a reasonable
time, not exceeding three (3) Trading Days after such exercise (the "Delivery
Date") or, at the request of the Holder (provided that a registration statement
under the Securities Act providing for the resale of the Warrant Stock is then
in effect), issued and delivered to the Depository Trust Company ("DTC") account
on the Holder's behalf via the Deposit Withdrawal Agent Commission System
("DWAC") within a reasonable time, not exceeding three (3) Trading Days after
such exercise, and the Holder hereof shall be deemed for all purposes to be the
holder of the shares of Warrant Stock so purchased as of the date of such
exercise and (ii) unless this Warrant has expired, a new Warrant representing
the number of shares of Warrant Stock, if any, with respect to which this
Warrant shall not then have been exercised (less any amount thereof which shall
have been canceled in payment or partial payment of the Warrant Price as
hereinabove provided) shall also be issued to the Holder hereof at the Issuer's
expense within such time.

         (e) Compensation for Buy-In on Failure to Timely Deliver Certificates
Upon Exercise. In addition to any other rights available to the Holder, if the
Issuer fails to cause its transfer agent to transmit to the Holder a certificate
or certificates representing the Warrant Stock pursuant to an exercise on or
before the Delivery Date, and if after such date the Holder is required by its
broker to purchase (in an open market transaction or otherwise) shares of Common
Stock to deliver in satisfaction of a sale by the Holder of the Warrant Stock
which the Holder anticipated receiving upon such exercise (a "Buy-In"), then the
Issuer shall (1) pay in cash to the Holder the amount by which (x) the Holder's
total purchase price (including brokerage commissions, if any) for the shares of
Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the
number of shares of Warrant Stock that the Issuer was required to deliver to the
Holder in connection with the exercise at issue times (B) the price at which the
sell order giving rise to such purchase obligation was executed, and (2) at the
option of the Holder, either reinstate the portion of the Warrant and equivalent
number of shares of Warrant Stock for which such exercise was not honored or
deliver to the Holder the number of shares of Common Stock that would have been
issued had the Issuer timely complied with its exercise and delivery obligations
hereunder. For example, if the Holder purchases Common Stock having a total
purchase price of $11,000 to cover a Buy-In with respect to an attempted
exercise of shares of Common Stock with an aggregate sale price giving rise to
such purchase obligation of $10,000, under clause (1) of the immediately
preceding sentence the Issuer shall be required to pay the Holder $1,000. The
Holder shall provide the Issuer written notice indicating the amounts payable to
the Holder in respect of the Buy-In, together with applicable


                                      -2-
<PAGE>


confirmations and other evidence reasonably requested by the Issuer. Nothing
herein shall limit a Holder's right to pursue any other remedies available to it
hereunder, at law or in equity including, without limitation, a decree of
specific performance and/or injunctive relief with respect to the Issuer's
failure to timely deliver certificates representing shares of Common Stock upon
exercise of this Warrant as required pursuant to the terms hereof.

         (f) Transferability of Warrant. Subject to Section 2(h), this Warrant
may be transferred by a Holder without the consent of the Issuer. If transferred
pursuant to this paragraph, this Warrant may be transferred on the books of the
Issuer by the Holder hereof in person or by duly authorized attorney, upon
surrender of this Warrant at the principal office of the Issuer, properly
endorsed (by the Holder executing an assignment in the form attached hereto) and
upon payment of any necessary transfer tax or other governmental charge imposed
upon such transfer. This Warrant is exchangeable at the principal office of the
Issuer for Warrants to purchase the same aggregate number of shares of Warrant
Stock, each new Warrant to represent the right to purchase such number of shares
of Warrant Stock as the Holder hereof shall designate at the time of such
exchange. All Warrants issued on transfers or exchanges shall be dated the
Original Issue Date and shall be identical with this Warrant except as to the
number of shares of Warrant Stock issuable pursuant thereto.

         (g) Continuing Rights of Holder. The Issuer will, at the time of or at
any time after each exercise of this Warrant, upon the request of the Holder
hereof, acknowledge in writing the extent, if any, of its continuing obligation
to afford to such Holder all rights to which such Holder shall continue to be
entitled after such exercise in accordance with the terms of this Warrant,
provided that if any such Holder shall fail to make any such request, the
failure shall not affect the continuing obligation of the Issuer to afford such
rights to such Holder.

         (h) Compliance with Securities Laws.

                  (i) The Holder of this Warrant, by acceptance hereof,
         acknowledges that this Warrant and the shares of Warrant Stock to be
         issued upon exercise hereof are being acquired solely for the Holder's
         own account and not as a nominee for any other party, and for
         investment, and that the Holder will not offer, sell or otherwise
         dispose of this Warrant or any shares of Warrant Stock to be issued
         upon exercise hereof except pursuant to an effective registration
         statement, or an exemption from registration, under the Securities Act
         and any applicable state securities laws.

                  (ii) Except as provided in paragraph (iii) below, this Warrant
         and all certificates representing shares of Warrant Stock issued upon
         exercise hereof shall be stamped or imprinted with a legend in
         substantially the following form:

                  THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON
                  EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
                  ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE
                  SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE
                  DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND
                  UNDER


                                      -3-
<PAGE>


                  APPLICABLE STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE
                  RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE
                  ISSUER THAT REGISTRATION OF SUCH SECURITIES UNDER THE
                  SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE
                  SECURITIES LAWS IS NOT REQUIRED.

                  (iii) The Issuer agrees to reissue this Warrant or
         certificates representing any of the Warrant Stock, without the legend
         set forth above if at such time, prior to making any transfer of any
         such securities, the Holder shall give written notice to the Issuer
         describing the manner and terms of such transfer. Such proposed
         transfer will not be effected until: (a) either (i) the Issuer has
         received an opinion of counsel reasonably satisfactory to the Issuer,
         to the effect that the registration of such securities under the
         Securities Act is not required in connection with such proposed
         transfer, (ii) a registration statement under the Securities Act
         covering such proposed disposition has been filed by the Issuer with
         the Securities and Exchange Commission and has become effective under
         the Securities Act, (iii) the Issuer has received other evidence
         reasonably satisfactory to the Issuer that such registration and
         qualification under the Securities Act and state securities laws are
         not required (which may include an opinion of counsel provided by the
         Issuer), or (iv) the Holder provides the Issuer with reasonable
         assurances that such security can be sold pursuant to Rule 144 under
         the Securities Act (which may include an opinion of counsel provided by
         the Issuer); and (b) either (i) the Issuer has received an opinion of
         counsel reasonably satisfactory to the Issuer, to the effect that
         registration or qualification under the securities or "blue sky" laws
         of any state is not required in connection with such proposed
         disposition, or (ii) compliance with applicable state securities or
         "blue sky" laws has been effected or a valid exemption exists with
         respect thereto (which may include an opinion of counsel provided by
         the Issuer). The Issuer will respond to any such notice from a holder
         within three (3) business days. In the case of any proposed transfer
         under this Section 2(h), the Issuer will use reasonable efforts to
         comply with any such applicable state securities or "blue sky" laws,
         but shall in no event be required, (x) to qualify to do business in any
         state where it is not then qualified, (y) to take any action that would
         subject it to tax or to the general service of process in any state
         where it is not then subject, or (z) to comply with state securities or
         "blue sky" laws of any state for which registration by coordination is
         unavailable to the Issuer. The restrictions on transfer contained in
         this Section 2(h) shall be in addition to, and not by way of limitation
         of, any other restrictions on transfer contained in any other section
         of this Warrant. Whenever a certificate representing the Warrant Stock
         is required to be issued to a the Holder without a legend, in lieu of
         delivering physical certificates representing the Warrant Stock,
         provided the Issuer's transfer agent is participating in the DTC Fast
         Automated Securities Transfer program, the Issuer shall use its
         reasonable best efforts to cause its transfer agent to electronically
         transmit the Warrant Stock to the Holder by crediting the account of
         the Holder's Prime Broker with DTC through its DWAC system (to the
         extent not inconsistent with any provisions of this Warrant or the
         Purchase Agreement).


                                      -4-
<PAGE>


         (i) Accredited Investor Status. In no event may the Holder exercise
this Warrant in whole or in part unless the Holder is an "accredited investor"
as defined in Regulation D under the Securities Act.

         3. Stock Fully Paid; Reservation and Listing of Shares; Covenants.

         (a) Stock Fully Paid. The Issuer represents, warrants, covenants and
agrees that all shares of Warrant Stock which may be issued upon the exercise of
this Warrant or otherwise hereunder will, when issued in accordance with the
terms of this Warrant, be duly authorized, validly issued, fully paid and
nonassessable and free from all taxes, liens and charges created by or through
the Issuer. Subject to obtaining Stockholder Approval (as defined in the
Purchase Agreement) in accordance with Section 3.21 of the Purchase Agreement,
the Issuer further covenants and agrees that during the period within which this
Warrant may be exercised, the Issuer will at all times have authorized and
reserved for the purpose of issuance upon exercise of this Warrant a number of
shares of Common Stock equal to at least one hundred twenty percent (120%) of
the aggregate number of shares of Common Stock to provide for the exercise of
this Warrant.

         (b) Reservation. If any shares of Common Stock required to be reserved
for issuance upon exercise of this Warrant or as otherwise provided hereunder
require registration or qualification with any governmental authority under any
federal or state law before such shares may be so issued, the Issuer will use
its reasonable best efforts as expeditiously as possible at its expense to cause
such shares to be duly registered or qualified. If the Issuer shall list any
shares of Common Stock on any securities exchange or market it will, at its
expense, list thereon, maintain and increase when necessary such listing, of,
all shares of Warrant Stock from time to time issued upon exercise of this
Warrant or as otherwise provided hereunder (provided that such Warrant Stock has
been registered pursuant to a registration statement under the Securities Act
then in effect), and, to the extent permissible under the applicable securities
exchange rules, all unissued shares of Warrant Stock which are at any time
issuable hereunder, so long as any shares of Common Stock shall be so listed.
The Issuer will also so list on each securities exchange or market, and will
maintain such listing of, any other securities which the Holder of this Warrant
shall be entitled to receive upon the exercise of this Warrant if at the time
any securities of the same class shall be listed on such securities exchange or
market by the Issuer.

         (c) Covenants. The Issuer shall not by any action including, without
limitation, amending the Certificate of Incorporation or the by-laws of the
Issuer, or through any reorganization, transfer of assets, consolidation,
merger, dissolution, issue or sale of securities or any other action, avoid or
seek to avoid the observance or performance of any of the terms of this Warrant,
but will at all times in good faith assist in the carrying out of all such terms
and in the taking of all such actions as may be necessary or appropriate to
protect the rights of the Holder hereof against dilution (to the extent
specifically provided herein) or impairment. Without limiting the generality of
the foregoing, the Issuer will (i) not permit the par value, if any, of its
Common Stock to exceed the then effective Warrant Price, (ii) not amend or
modify any provision of the Certificate of Incorporation or by-laws of the
Issuer in any manner that would adversely affect the rights of the Holders of
the Warrants, (iii) take all such action as may be reasonably necessary in order
that the Issuer may validly and legally issue fully paid and nonassessable
shares of Common Stock, free and clear of any liens, claims, encumbrances and


                                      -5-
<PAGE>


restrictions (other than as provided herein) created by the Issuer upon the
exercise of this Warrant, and (iv) use its reasonable best efforts to obtain all
such authorizations, exemptions or consents from any public regulatory body
having jurisdiction thereof as may be reasonably necessary to enable the Issuer
to perform its obligations under this Warrant.

         (d) Loss, Theft, Destruction of Warrants. Upon receipt of evidence
satisfactory to the Issuer of the ownership of and the loss, theft, destruction
or mutilation of any Warrant and, in the case of any such loss, theft or
destruction, upon receipt of indemnity or security satisfactory to the Issuer
or, in the case of any such mutilation, upon surrender and cancellation of such
Warrant, the Issuer will make and deliver, in lieu of such lost, stolen,
destroyed or mutilated Warrant, a new Warrant of like tenor and representing the
right to purchase the same number of shares of Common Stock.

         4. Adjustment of Warrant Price. The price at which such shares of
Warrant Stock may be purchased upon exercise of this Warrant shall be subject to
adjustment from time to time as set forth in this Section 4. The Issuer shall
give the Holder notice of any event described below which requires an adjustment
pursuant to this Section 4 in accordance with the notice provisions set forth in
Section 5.

         (a) Recapitalization, Reorganization, Reclassification, Consolidation,
Merger or Sale.

                  (i) In case the Issuer after the Original Issue Date shall do
         any of the following (each, a "Triggering Event"): (a) consolidate or
         merge with or into any other Person and the Issuer shall not be the
         continuing or surviving corporation of such consolidation or merger, or
         (b) permit any other Person to consolidate with or merge into the
         Issuer and the Issuer shall be the continuing or surviving Person but,
         in connection with such consolidation or merger, any Capital Stock of
         the Issuer shall be changed into or exchanged for Securities of any
         other Person or cash or any other property, or (c) transfer all or
         substantially all of its properties or assets to any other Person, or
         (d) effect a capital reorganization or reclassification of its Capital
         Stock, then, and in the case of each such Triggering Event, proper
         provision shall be made so that, upon the basis and the terms and in
         the manner provided in this Warrant, the Holder of this Warrant shall
         be entitled upon the exercise hereof at any time after the consummation
         of such Triggering Event, to the extent this Warrant is not exercised
         prior to such Triggering Event, to receive at the Warrant Price in
         effect at the time immediately prior to the consummation of such
         Triggering Event in lieu of the Common Stock issuable upon such
         exercise of this Warrant prior to such Triggering Event, the
         Securities, cash and property to which such Holder would have been
         entitled upon the consummation of such Triggering Event if such Holder
         had exercised the rights represented by this Warrant immediately prior
         thereto (including the right of a shareholder to elect the type of
         consideration it will receive upon a Triggering Event), subject to
         adjustments (subsequent to such corporate action) as nearly equivalent
         as possible to the adjustments provided for elsewhere in this Section
         4. Notwithstanding the foregoing to the contrary, this Section 4(a)(i)
         shall only apply if the surviving entity pursuant to any such
         Triggering Event is a company has a class of equity securities
         registered pursuant to the Securities Exchange Act of 1934, as amended,
         and its common stock is listed or quoted on a national securities
         exchange, national automated quotation system or the OTC Bulletin
         Board. In the event that the


                                      -6-
<PAGE>


         surviving entity pursuant to any such Triggering Event is not a company
         that has a class of equity securities registered pursuant to the
         Securities Exchange Act of 1934, as amended, or its common stock is not
         listed or quoted on a national securities exchange, national automated
         quotation system or the OTC Bulletin Board, then the Holder shall have
         the right to demand that the Issuer pay to the Holder an amount equal
         to the value of this Warrant according to the Black-Scholes formula.

                  (ii) Notwithstanding anything contained in this Warrant to the
         contrary and so long as the surviving entity pursuant to any Triggering
         Event is a company that has a class of equity securities registered
         pursuant to the Securities Exchange Act of 1934, as amended, and its
         common stock is listed or quoted on a national securities exchange,
         national automated quotation system or the OTC Bulletin Board, a
         Triggering Event shall not be deemed to have occurred if, prior to the
         consummation thereof, each Person (other than the Issuer) which may be
         required to deliver any Securities, cash or property upon the exercise
         of this Warrant as provided herein shall assume, by written instrument
         delivered to, and reasonably satisfactory to, the Holder of this
         Warrant, (A) the obligations of the Issuer under this Warrant (and if
         the Issuer shall survive the consummation of such Triggering Event,
         such assumption shall be in addition to, and shall not release the
         Issuer from, any continuing obligations of the Issuer under this
         Warrant) and (B) the obligation to deliver to such Holder such
         Securities, cash or property as, in accordance with the foregoing
         provisions of this subsection (a), such Holder shall be entitled to
         receive, and such Person shall have similarly delivered to such Holder
         an opinion of counsel for such Person, which counsel shall be
         reasonably satisfactory to such Holder, or in the alternative, a
         written acknowledgement executed by the President or Chief Financial
         Officer of the Issuer, stating that this Warrant shall thereafter
         continue in full force and effect and the terms hereof (including,
         without limitation, all of the provisions of this subsection (a)) shall
         be applicable to the Securities, cash or property which such Person may
         be required to deliver upon any exercise of this Warrant or the
         exercise of any rights pursuant hereto.

         (b) Stock Dividends, Subdivisions and Combinations. If at any time the
Issuer shall:

                  (i) make or issue or set a record date for the holders of the
         Common Stock for the purpose of entitling them to receive a dividend
         payable in, or other distribution of, shares of Common Stock,

                  (ii) subdivide its outstanding shares of Common Stock into a
         larger number of shares of Common Stock, or

                  (iii) combine its outstanding shares of Common Stock into a
         smaller number of shares of Common Stock,

then (1) the number of shares of Common Stock for which this Warrant is
exercisable immediately after the occurrence of any such event shall be adjusted
to equal the number of shares of Common Stock which a record holder of the same
number of shares of Common Stock for which this Warrant is exercisable
immediately prior to the occurrence of such event would


                                      -7-
<PAGE>


own or be entitled to receive after the happening of such event, and (2) the
Warrant Price then in effect shall be adjusted to equal (A) the Warrant Price
then in effect multiplied by the number of shares of Common Stock for which this
Warrant is exercisable immediately prior to the adjustment divided by (B) the
number of shares of Common Stock for which this Warrant is exercisable
immediately after such adjustment.

         (c) Certain Other Distributions. If at any time the Issuer shall make
or issue or set a record date for the holders of the Common Stock for the
purpose of entitling them to receive any dividend or other distribution of:

                  (i) cash (other than a cash dividend payable out of earnings
         or earned surplus legally available for the payment of dividends under
         the laws of the jurisdiction of incorporation of the Issuer),

                  (ii) any evidences of its indebtedness, any shares of stock of
         any class or any other securities or property of any nature whatsoever
         (other than cash), or

                  (iii) any warrants or other rights to subscribe for or
         purchase any evidences of its indebtedness, any shares of stock of any
         class or any other securities or property of any nature whatsoever
         (other than cash),

then (1) the number of shares of Common Stock for which this Warrant is
exercisable shall be adjusted to equal the product of the number of shares of
Common Stock for which this Warrant is exercisable immediately prior to such
adjustment multiplied by a fraction (A) the numerator of which shall be the Per
Share Market Value of Common Stock at the date of taking such record and (B) the
denominator of which shall be such Per Share Market Value minus the amount
allocable to one share of Common Stock of any such cash so distributable and of
the fair value (as determined in good faith by the Board of Directors of the
Issuer and supported by an opinion from an investment banking firm mutually
agreed upon by the Issuer and the Holder) of any and all such evidences of
indebtedness, shares of stock, other securities or property or warrants or other
subscription or purchase rights so distributable, and (2) the Warrant Price then
in effect shall be adjusted to equal (A) the Warrant Price then in effect
multiplied by the number of shares of Common Stock for which this Warrant is
exercisable immediately prior to the adjustment divided by (B) the number of
shares of Common Stock for which this Warrant is exercisable immediately after
such adjustment. A reclassification of the Common Stock (other than a change in
par value, or from par value to no par value or from no par value to par value)
into shares of Common Stock and shares of any other class of stock shall be
deemed a distribution by the Issuer to the holders of its Common Stock of such
shares of such other class of stock within the meaning of this Section 4(c) and,
if the outstanding shares of Common Stock shall be changed into a larger or
smaller number of shares of Common Stock as a part of such reclassification,
such change shall be deemed a subdivision or combination, as the case may be, of
the outstanding shares of Common Stock within the meaning of Section 4(b).

         (d)      Intentionally Omitted.

         (e)      Intentionally Omitted.


                                      -8-
<PAGE>


         (f)       Intentionally Omitted.

         (g) Form of Warrant after Adjustments. The form of this Warrant need
not be changed because of any adjustments in the Warrant Price or the number and
kind of Securities purchasable upon the exercise of this Warrant.

         (h) Escrow of Warrant Stock. If after any property becomes
distributable pursuant to this Section 4 by reason of the taking of any record
of the holders of Common Stock, but prior to the occurrence of the event for
which such record is taken, and the Holder exercises this Warrant, any shares of
Common Stock issuable upon exercise by reason of such adjustment shall be deemed
the last shares of Common Stock for which this Warrant is exercised
(notwithstanding any other provision to the contrary herein) and such shares or
other property shall be held in escrow for the Holder by the Issuer to be issued
to the Holder upon and to the extent that the event actually takes place, upon
payment of the current Warrant Price. Notwithstanding any other provision to the
contrary herein, if the event for which such record was taken fails to occur or
is rescinded, then such escrowed shares shall be cancelled by the Issuer and
escrowed property returned.

         5. Notice of Adjustments. Whenever the Warrant Price or Warrant Share
Number shall be adjusted pursuant to Section 4 hereof (for purposes of this
Section 5, each an "adjustment"), the Issuer shall cause its Chief Financial
Officer to prepare and execute a certificate setting forth, in reasonable
detail, the event requiring the adjustment, the amount of the adjustment, the
method by which such adjustment was calculated (including a description of the
basis on which the Board made any determination hereunder), and the Warrant
Price and Warrant Share Number after giving effect to such adjustment, and shall
cause copies of such certificate to be delivered to the Holder of this Warrant
promptly after each adjustment. Any dispute between the Issuer and the Holder of
this Warrant with respect to the matters set forth in such certificate may at
the option of the Holder of this Warrant be submitted to a national or regional
accounting firm reasonably acceptable to the Issuer and the Holder, provided
that the Issuer shall have ten (10) days after receipt of notice from such
Holder of its selection of such firm to object thereto, in which case such
Holder shall select another such firm and the Issuer shall have no such right of
objection. The firm selected by the Holder of this Warrant as provided in the
preceding sentence shall be instructed to deliver a written opinion as to such
matters to the Issuer and such Holder within thirty (30) days after submission
to it of such dispute. Such opinion shall be final and binding on the parties
hereto. The costs and expenses of the initial accounting firm shall be paid
equally by the Issuer and the Holder and, in the case of an objection by the
Issuer, the costs and expenses of the subsequent accounting firm shall be paid
in full by the Issuer.

         6. Fractional Shares. No fractional shares of Warrant Stock will be
issued in connection with any exercise hereof, but in lieu of such fractional
shares, the Issuer shall make a cash payment therefor equal in amount to the
product of the applicable fraction multiplied by the Per Share Market Value then
in effect.

         7. Ownership Cap and Certain Exercise Restrictions. (a) Notwithstanding
anything to the contrary set forth in this Warrant, at no time may a Holder of
this Warrant exercise this Warrant if the number of shares of Common Stock to be
issued pursuant to such exercise would


                                      -9-
<PAGE>


exceed, when aggregated with all other shares of Common Stock owned by such
Holder at such time, the number of shares of Common Stock which would result in
such Holder beneficially owning (as determined in accordance with Section 13(d)
of the Exchange Act and the rules thereunder) in excess of 4.9% of the then
issued and outstanding shares of Common Stock; provided, however, that upon a
holder of this Warrant providing the Issuer with sixty-one (61) days notice
(pursuant to Section 13 hereof) (the "Waiver Notice") that such Holder would
like to waive this Section 7(a) with regard to any or all shares of Common Stock
issuable upon exercise of this Warrant, this Section 7(a) will be of no force or
effect with regard to all or a portion of the Warrant referenced in the Waiver
Notice; provided, further, that this provision shall be of no further force or
effect during the sixty-one (61) days immediately preceding the expiration of
the term of this Warrant.

                  (b) The Holder may not exercise the Warrant hereunder to the
extent such exercise would result in the Holder beneficially owning (as
determined in accordance with Section 13(d) of the Exchange Act and the rules
thereunder) in excess of 9.9% of the then issued and outstanding shares of
Common Stock, including shares issuable upon exercise of the Warrant held by the
Holder after application of this Section; provided, however, that upon a holder
of this Warrant providing the Issuer with a Waiver Notice that such holder would
like to waive this Section 7(b) with regard to any or all shares of Common Stock
issuable upon exercise of this Warrant, this Section 7(b) shall be of no force
or effect with regard to those shares of Warrant Stock referenced in the Waiver
Notice; provided, further, that this provision shall be of no further force or
effect during the sixty-one (61) days immediately preceding the expiration of
the term of this Warrant.

         8. Call. Notwithstanding anything herein to the contrary, the Issuer
may at any time following the Original Issue Date call up to one hundred percent
(100%) of this Warrant then still outstanding by providing the Holder of this
Warrant written notice pursuant to Section 13 (the "Call Notice"); provided,
that, in connection with any call by the Issuer under this Section 8, (A) the
Per Share Market Value of the Common Stock has been greater than $.53 per share
for a period of ten (10) consecutive Trading Days immediately prior to the date
of delivery of the Call Notice (a "Call Notice Period") and the average daily
trading volume during the Call Notice Period exceeds $100,000 per day for twenty
(20) Trading Days out of thirty (30) prior Trading Days; (B) a registration
statement under the Securities Act providing for the resale of the Warrant Stock
and the shares of Common Stock issuable upon conversion of the Notes (the
"Registration Statement") is then in effect and has been effective, without
lapse or suspension of any kind, for a period of sixty (60) consecutive calendar
days, (C) trading in the Common Stock shall not have been suspended by the
Securities and Exchange Commission or the OTC Bulletin Board (or other exchange
or market on which the Common Stock is trading), (D) the Issuer is in material
compliance with the terms and conditions of this Warrant, (E) the Issuer is not
in possession of any material non-public information; provided, further, that
the Registration Statement must be effective from the date of delivery of the
Call Notice until the date which is the later of (i) the date the Holder
exercises the Warrant pursuant to the Call Notice and (ii) the 20th day after
the Holder receives the Call Notice (the "Early Termination Date"), and (F) at
least sixty percent (60%) of the proceeds from the exercise of this Warrant in
accordance with this Section 8 shall be applied to (i) make a strategic
acquisition, which has been approved by the Company's Board of Directors; (ii) a
strategic joint venture; (iii) an acquisition of product inventory to fulfill
large customer orders in excess 1,500 mobile units; or (iv) moving an


                                      -10-
<PAGE>


appropriate level of business and operating costs off-shore to develop a more
efficient cost and production structure. The rights and privileges granted
pursuant to this Warrant with respect to the shares of Warrant Stock subject to
the Call Notice (the "Called Warrant Shares") shall expire on the Early
Termination Date if this Warrant is not exercised with respect to such Called
Warrant Shares prior to such Early Termination Date. Notwithstanding anything in
the foregoing to the contrary, if the Holder may not exercise this Warrant as a
result of the restrictions contained in Section 7 hereof, the Call Notice shall
be deemed null and void and shall not be deemed effective until the date that
the Holder may exercise this Warrant in accordance with Section 7 hereof.

         9. Definitions. For the purposes of this Warrant, the following terms
have the following meanings:

                  "Board" shall mean the Board of Directors of the Issuer.

                  "Capital Stock" means and includes (i) any and all shares,
         interests, participations or other equivalents of or interests in
         (however designated) corporate stock, including, without limitation,
         shares of preferred or preference stock, (ii) all partnership interests
         (whether general or limited) in any Person which is a partnership,
         (iii) all membership interests or limited liability company interests
         in any limited liability company, and (iv) all equity or ownership
         interests in any Person of any other type.

                  "Certificate of Incorporation" means the Certificate of
         Incorporation of the Issuer as in effect on the Original Issue Date,
         and as hereafter from time to time amended, modified, supplemented or
         restated in accordance with the terms hereof and thereof and pursuant
         to applicable law.

                  "Commission" means the United States Securities and Exchange
         Commission.

                  "Common Stock" means the Common Stock, par value $.01 per
         share, of the Issuer and any other Capital Stock into which such stock
         may hereafter be changed.

                  "Governmental Authority" means any governmental, regulatory or
         self-regulatory entity, department, body, official, authority,
         commission, board, agency or instrumentality, whether federal, state or
         local, and whether domestic or foreign.

                  "Holders" mean the Persons who shall from time to time own any
         Warrant. The term "Holder" means one of the Holders.

                  "Independent Appraiser" means a nationally recognized or major
         regional investment banking firm or firm of independent certified
         public accountants of recognized standing (which may be the firm that
         regularly examines the financial statements of the Issuer) that is
         regularly engaged in the business of appraising the Capital Stock or
         assets of corporations or other entities as going concerns, and which
         is not affiliated with either the Issuer or the Holder of any Warrant.


                                      -11-
<PAGE>


                  "Issuer" means Remote Dynamics, Inc., a Delaware corporation,
         and its successors.

                  "Majority Holders" means at any time the Holders of Warrants
         exercisable for a majority of the shares of Warrant Stock then issuable
         under the outstanding Warrants at that time.

                  "Notes" means the series A senior secured convertible
         promissory notes issued by the Issuer to the Purchasers pursuant to the
         Purchase Agreement.

                  "Original Issue Date" means February __, 2006.

                  "OTC Bulletin Board" means the over-the-counter electronic
         bulletin board.

                  "Other Common" means any other Capital Stock of the Issuer of
         any class which shall be authorized at any time after the date of this
         Warrant (other than Common Stock) and which shall have the right to
         participate in the distribution of earnings and assets of the Issuer
         without limitation as to amount.

                  "Outstanding Common Stock" means, at any given time, the
         aggregate amount of outstanding shares of Common Stock, assuming full
         exercise, conversion or exchange (as applicable) of all options,
         warrants and other Securities which are convertible into or exercisable
         or exchangeable for, and any right to subscribe for, shares of Common
         Stock that are outstanding at such time.

                  "Person" means an individual, corporation, limited liability
         company, partnership, joint stock company, trust, unincorporated
         organization, joint venture, Governmental Authority or other entity of
         whatever nature.

                  "Per Share Market Value" means on any particular date (a) the
         VWAP, or (b) if the Common Stock is not then publicly traded the fair
         market value of a share of Common Stock as determined by an Independent
         Appraiser selected in good faith by the Majority Holders; provided,
         however, that the Issuer, after receipt of the determination by such
         Independent Appraiser, shall have the right to select an additional
         Independent Appraiser, in which case, the fair market value shall be
         equal to the average of the determinations by each such Independent
         Appraiser; and provided, further that all determinations of the Per
         Share Market Value shall be appropriately adjusted for any stock
         dividends, stock splits or other similar transactions during such
         period. The determination of fair market value by an Independent
         Appraiser shall be based upon the fair market value of the Issuer
         determined on a going concern basis as between a willing buyer and a
         willing seller and taking into account all relevant factors
         determinative of value, and shall be final and binding on all parties.
         In determining the fair market value of any shares of Common Stock, no
         consideration shall be given to any restrictions on transfer of the
         Common Stock imposed by agreement or by federal or state securities
         laws, or to the existence or absence of, or any limitations on, voting
         rights.


                                      -12-
<PAGE>


                  "Purchase Agreement" means the Note and Warrant Purchase
         Agreement dated as of February __, 2006, among the Issuer and the
         Purchasers.

                  "Purchasers" means the purchasers of the Notes and the
         Warrants issued by the Issuer pursuant to the Purchase Agreement.

                  "Securities" means any debt or equity securities of the
         Issuer, whether now or hereafter authorized, any instrument convertible
         into or exchangeable for Securities or a Security, and any option,
         warrant or other right to purchase or acquire any Security. "Security"
         means one of the Securities.

                  "Securities Act" means the Securities Act of 1933, as amended,
         or any similar federal statute then in effect.

                  "Subsidiary" means any corporation at least 50% of whose
         outstanding Voting Stock shall at the time be owned directly or
         indirectly by the Issuer or by one or more of its Subsidiaries, or by
         the Issuer and one or more of its Subsidiaries.

                  "Term" has the meaning specified in Section 1 hereof.

                  "Trading Day" means (a) a day on which the Common Stock is
         traded on the OTC Bulletin Board, or (b) if the Common Stock is not
         traded on the OTC Bulletin Board, a day on which the Common Stock is
         quoted in the over-the-counter "pink sheets' market as reported by the
         National Quotation Bureau Incorporated (or any similar organization or
         agency succeeding its functions of reporting prices); provided,
         however, that in the event that the Common Stock is not listed or
         quoted as set forth in (a) or (b) hereof, then Trading Day shall mean
         any day except Saturday, Sunday and any day which shall be a legal
         holiday or a day on which banking institutions in the State of New York
         are authorized or required by law or other government action to close.

                  "Voting Stock" means, as applied to the Capital Stock of any
         corporation, Capital Stock of any class or classes (however designated)
         having ordinary voting power for the election of a majority of the
         members of the Board of Directors (or other governing body) of such
         corporation, other than Capital Stock having such power only by reason
         of the happening of a contingency.

                  "VWAP" means, for any date, (i) the daily volume weighted
         average price of the Common Stock for such date on the OTC Bulletin
         Board as reported by Bloomberg Financial L.P. (based on a Trading Day
         from 9:30 a.m. Eastern Time to 4:02 p.m. Eastern Time); (ii) if the
         Common Stock is not then listed or quoted on the OTC Bulletin Board and
         if prices for the Common Stock are then reported in the "Pink Sheets"
         published by the Pink Sheets, LLC (or a similar organization or agency
         succeeding to its functions of reporting prices), then the average of
         the "Pink Sheet" quotes for the five (5) Trading Days preceding the
         date of determination; or (iii) in all other cases, the fair market
         value of a share of Common Stock as determined by an independent
         appraiser selected in good faith by the Holder and reasonably
         acceptable to the Maker.


                                      -13-
<PAGE>


                  "Warrants" means the Warrants issued and sold pursuant to the
         Purchase Agreement, including, without limitation, this Warrant, and
         any other warrants of like tenor issued in substitution or exchange for
         any thereof pursuant to the provisions of Section 2(c), 2(d) or 2(e)
         hereof or of any of such other Warrants.

                  "Warrant Price" initially means the lesser of (x) $.35 and (y)
         ninety percent (90%) of the average of the five-day VWAP preceding the
         Call Notice, as such price may be adjusted from time to time as shall
         result from the adjustments specified in this Warrant, including
         Section 4 hereto.

                  "Warrant Share Number" means at any time the aggregate number
         of shares of Warrant Stock which may at such time be purchased upon
         exercise of this Warrant, after giving effect to all prior adjustments
         and increases to such number made or required to be made under the
         terms hereof.

                  "Warrant Stock" means Common Stock issuable upon exercise of
         any Warrant or Warrants or otherwise issuable pursuant to any Warrant
         or Warrants.

         10. Other Notices. In case at any time:

                  (A)      the Issuer shall make any distributions to the
                           holders of Common Stock; or

                  (B)      the Issuer shall authorize the granting to all
                           holders of its Common Stock of rights to subscribe
                           for or purchase any shares of Capital Stock of any
                           class or other rights; or

                  (C)      there shall be any reclassification of the Capital
                           Stock of the Issuer; or

                  (D)      there shall be any capital reorganization by the
                           Issuer; or

                  (E)      there shall be any (i) consolidation or merger
                           involving the Issuer or (ii) sale, transfer or other
                           disposition of all or substantially all of the
                           Issuer's property, assets or business (except a
                           merger or other reorganization in which the Issuer
                           shall be the surviving corporation and its shares of
                           Capital Stock shall continue to be outstanding and
                           unchanged and except a consolidation, merger, sale,
                           transfer or other disposition involving a
                           wholly-owned Subsidiary); or

                  (F)      there shall be a voluntary or involuntary
                           dissolution, liquidation or winding-up of the Issuer
                           or any partial liquidation of the Issuer or
                           distribution to holders of Common Stock;


                                      -14-
<PAGE>


then, in each of such cases, the Issuer shall give written notice to the Holder
of the date on which (i) the books of the Issuer shall close or a record shall
be taken for such dividend, distribution or subscription rights or (ii) such
reorganization, reclassification, consolidation, merger, disposition,
dissolution, liquidation or winding-up, as the case may be, shall take place.
Such notice also shall specify the date as of which the holders of Common Stock
of record shall participate in such dividend, distribution or subscription
rights, or shall be entitled to exchange their certificates for Common Stock for
securities or other property deliverable upon such reorganization,
reclassification, consolidation, merger, disposition, dissolution, liquidation
or winding-up, as the case may be. Such notice shall be given no sooner than
fifteen (15) days and not later than ten (10) days prior to the record date or
the date on which the Issuer's transfer books are closed in respect thereto.
This Warrant entitles the Holder to receive copies of all financial and other
information distributed or required to be distributed to the holders of the
Common Stock.

         11. Amendment and Waiver. Any term, covenant, agreement or condition in
this Warrant may be amended, or compliance therewith may be waived (either
generally or in a particular instance and either retroactively or
prospectively), by a written instrument or written instruments executed by the
Issuer and the Majority Holders; provided, however, that no such amendment or
waiver shall reduce the Warrant Share Number, increase the Warrant Price,
shorten the period during which this Warrant may be exercised or modify any
provision of this Section 11 without the consent of the Holder of this Warrant.
No consideration shall be offered or paid to any person to amend or consent to a
waiver or modification of any provision of this Warrant unless the same
consideration is also offered to all holders of the Warrants.

         12. Governing Law; Jurisdiction. This Warrant shall be governed by and
construed in accordance with the internal laws of the State of New York, without
giving effect to any of the conflicts of law principles which would result in
the application of the substantive law of another jurisdiction. This Warrant
shall not be interpreted or construed with any presumption against the party
causing this Warrant to be drafted. The Issuer and the Holder agree that venue
for any dispute arising under this Warrant will lie exclusively in the state or
federal courts located in New York County, New York, and the parties irrevocably
waive any right to raise forum non conveniens or any other argument that New
York is not the proper venue. The Issuer and the Holder irrevocably consent to
personal jurisdiction in the state and federal courts of the state of New York.
The Issuer and the Holder consent to process being served in any such suit,
action or proceeding by mailing a copy thereof to such party at the address in
effect for notices to it under this Warrant and agrees that such service shall
constitute good and sufficient service of process and notice thereof. Nothing in
this Section 12 shall affect or limit any right to serve process in any other
manner permitted by law. The Issuer and the Holder hereby agree that the
prevailing party in any suit, action or proceeding arising out of or relating to
this Warrant or the Purchase Agreement, shall be entitled to reimbursement for
reasonable legal fees from the non-prevailing party. The parties hereby waive
all rights to a trial by jury.

         13. Notices. Any and all notices or other communications or deliveries
required or permitted to be provided hereunder shall be in writing and shall be
deemed given and effective on the earlier of (i) the date of transmission, if
such notice or communication is delivered via facsimile at the facsimile
telephone number specified for notice prior to 5:00 p.m., eastern time, on a
Trading Day, (ii) the Trading Day after the date of transmission, if such notice
or


                                      -15-
<PAGE>


communication is delivered via facsimile at the facsimile telephone number
specified for notice later than 5:00 p.m., eastern time, on any date and earlier
than 11:59 p.m., eastern time, on such date, (iii) the Trading Day following the
date of mailing, if sent by overnight delivery by a nationally recognized
overnight courier service or (iv) actual receipt by the party to whom such
notice is required to be given. The addresses for such communications shall be
with respect to the Holder of this Warrant or of Warrant Stock issued pursuant
hereto, addressed to such Holder at its last known address or facsimile number
appearing on the books of the Issuer maintained for such purposes, or with
respect to the Issuer, addressed to:


                                    Remote Dynamics, Inc.
                                    1155 Kas Drive, Suite 100
                                    Richardson, Texas 75081
                                    Attention: Chief Executive Officer
                                    Tel. No.: (972) 301-2000
                                    Fax No.: (972) 301-2263

with copies (which copies
shall not constitute notice
to the Issuer) to:                  Locke Liddell & Sapp LLP
                                    2200 Ross Avenue, Suite 2200
                                    Dallas, Texas 75201
                                    Attention:  Stephen L. Sapp
                                    Tel. No.: (214) 740-8570
                                    Fax No.: (214) 740-8800

Copies of notices to the Holder shall be sent to Kramer Levin Naftalis & Frankel
LLP, 1177 Avenue of the Americas, New York, New York 10036, Attention:
Christopher S. Auguste, Tel. No.: (212) 715-9100, Fax. No.: (212) 715-8000. Any
party hereto may from time to time change its address for notices by giving at
least ten (10) days written notice of such changed address to the other party
hereto.

         14. Warrant Agent. The Issuer may, by written notice to each Holder of
this Warrant, appoint an agent for the purpose of issuing shares of Warrant
Stock on the exercise of this Warrant pursuant to subsection (b) of Section 2
hereof, exchanging this Warrant pursuant to subsection (d) of Section 2 hereof
or replacing this Warrant pursuant to subsection (d) of Section 3 hereof, 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.

         15. Remedies. The Issuer stipulates that the remedies at law of the
Holder of this Warrant in the event of any default or threatened default by the
Issuer in the performance of or compliance with any of the terms of this Warrant
may not be adequate and that, to the fullest extent permitted by law, such terms
may be specifically enforced by a decree for the specific performance of any
agreement contained herein or by an injunction against a violation of any of the
terms hereof or otherwise.


                                      -16-
<PAGE>


         16. Successors and Assigns. This Warrant and the rights evidenced
hereby shall inure to the benefit of and be binding upon the successors and
assigns of the Issuer, the Holder hereof and (to the extent provided herein) the
Holders of Warrant Stock issued pursuant hereto, and shall be enforceable by any
such Holder or Holder of Warrant Stock.

         17. Modification and Severability. If, in any action before any court
or agency legally empowered to enforce any provision contained herein, any
provision hereof is found to be unenforceable, then such provision shall be
deemed modified to the extent necessary to make it enforceable by such court or
agency. If any such provision is not enforceable as set forth in the preceding
sentence, the unenforceability of such provision shall not affect the other
provisions of this Warrant, but this Warrant shall be construed as if such
unenforceable provision had never been contained herein.

         18. Headings. The headings of the Sections of this Warrant are for
convenience of reference only and shall not, for any purpose, be deemed a part
of this Warrant.


                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                      -17-
<PAGE>


         IN WITNESS WHEREOF, the Issuer has executed this Series D-1 Warrant as
of the day and year first above written.


                                             REMOTE DYNAMICS, INC.



                                             By:
                                                --------------------------------
                                                Name:
                                                Title:


                                      -18-
<PAGE>


                                  EXERCISE FORM
                               SERIES D-1 WARRANT

                              REMOTE DYNAMICS, INC.

The undersigned _______________, pursuant to the provisions of the within
Warrant, hereby elects to purchase _____ shares of Common Stock of Remote
Dynamics, Inc. covered by the within Warrant.

Dated:                                      Signature
      ---------------------                           --------------------------

                                            Address
                                                    ----------------------

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

Number of shares of Common Stock beneficially owned or deemed beneficially owned
by the Holder on the date of Exercise:__________________________


                                   ASSIGNMENT

FOR VALUE RECEIVED, _________________ hereby sells, assigns and transfers unto
__________________ the within Warrant and all rights evidenced thereby and does
irrevocably constitute and appoint _____________, attorney, to transfer the said
Warrant on the books of the within named corporation.

Dated:                                      Signature
      ---------------------                           --------------------------

                                            Address
                                                    ----------------------

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

                               PARTIAL ASSIGNMENT

FOR VALUE RECEIVED, _________________ hereby sells, assigns and transfers unto
__________________ the right to purchase _________ shares of Warrant Stock
evidenced by the within Warrant together with all rights therein, and does
irrevocably constitute and appoint ___________________, attorney, to transfer
that part of the said Warrant on the books of the within named corporation.

Dated:                                      Signature
      ---------------------                           --------------------------

                                            Address
                                                    ----------------------

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

                           FOR USE BY THE ISSUER ONLY:


                                      -19-
<PAGE>


This Warrant No. W-___ canceled (or transferred or exchanged) this _____ day of
___________, _____, shares of Common Stock issued therefor in the name of
_______________, Warrant No. W-_____ issued for ____ shares of Common Stock in
the name of _______________.


                                      -20-
<PAGE>

                                                                  EXECUTION COPY

                                   EXHIBIT D
                                    FORM OF
                         REGISTRATION RIGHTS AGREEMENT

          This Registration Rights Agreement (this "Agreement") is made and
entered into as of February __, 2006, by and among Remote Dynamics, Inc., a
Delaware corporation (the "Company"), and the purchasers listed on Schedule I
hereto (the "Purchasers").

          This Agreement is being entered into pursuant to the Note and Warrant
Purchase Agreement dated as of the date hereof among the Company and the
Purchasers (the "Purchase Agreement").

          The Company and the Purchasers hereby agree as follows:

     1.   Definitions.

          Capitalized terms used and not otherwise defined herein shall have the
meanings given such terms in the Purchase Agreement. As used in this Agreement,
the following terms shall have the following meanings:

          "Advice" shall have meaning set forth in Section 3(m).

          "Affiliate" means, with respect to any Person, any other Person that
directly or indirectly controls or is controlled by or under common control with
such Person. For the purposes of this definition, "control," when used with
respect to any Person, means the possession, direct or indirect, of the power to
direct or cause the direction of the management and policies of such Person,
whether through the ownership of voting securities, by contract or otherwise;
and the terms of "affiliated," "controlling" and "controlled" have meanings
correlative to the foregoing.

          "Board" shall have meaning set forth in Section 3(n).

          "Business Day" means any day except Saturday, Sunday and any day which
shall be a legal holiday or a day on which banking institutions in the state of
New York generally are authorized or required by law or other government actions
to close.

          "Closing Date" means the date of the closing of the purchase and sale
of the Notes and the Warrants pursuant to the Purchase Agreement.

          "Commission" means the Securities and Exchange Commission.

          "Common Stock" means the Company's Common Stock, par value $.01 per
share.

          "Effectiveness Date" means with respect to the Registration Statement
the earlier of (A) the ninetieth (90th) day following the Closing Date (or the
one hundred twentieth (120th) day following the Closing Date if the Registration
Statement receives a "full review" from the Commission) or (B) the date which is
within three (3) Business Days of the date on which the

<PAGE>

Commission informs the Company that (i) the Commission will not review the
Registration Statement or (ii) the Company may request the acceleration of the
effectiveness of the Registration Statement and the Company makes such request;
provided that, if the Effectiveness Date falls on a Saturday, Sunday or any
other day which shall be a legal holiday or a day on which the Commission is
authorized or required by law or other government actions to close, the
Effectiveness Date shall be the following Business Day.

          "Effectiveness Period" shall have the meaning set forth in Section
2(a).

          "Event" shall have the meaning set forth in Section 7(d).

          "Event Date" shall have the meaning set forth in Section 7(d).

          "Exchange Act" means the Securities Exchange Act of 1934, as amended.

          "Filing Date" means the forty-fifth (45th) day following the Closing
Date; provided that, if the Filing Date falls on a Saturday, Sunday or any other
day which shall be a legal holiday or a day on which the Commission is
authorized or required by law or other government actions to close, the Filing
Date shall be the following Business Day.

          "Holder" or "Holders" means the holder or holders, as the case may be,
from time to time of Registrable Securities.

          "Indemnified Party" shall have the meaning set forth in Section 5(c).

          "Indemnifying Party" shall have the meaning set forth in Section 5(c).

          "Losses" shall have the meaning set forth in Section 5(a).

          "Person" means an individual or a corporation, partnership, trust,
incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or political subdivision
thereof) or other entity of any kind.

          "Proceeding" means an action, claim, suit, investigation or proceeding
(including, without limitation, an investigation or partial proceeding, such as
a deposition), whether commenced or threatened.

          "Prospectus" means the prospectus included in the Registration
Statement (including, without limitation, a prospectus that includes any
information previously omitted from a prospectus filed as part of an effective
registration statement in reliance upon Rule 430A promulgated under the
Securities Act), as amended or supplemented by any prospectus supplement, with
respect to the terms of the offering of any portion of the Registrable
Securities covered by the Registration Statement, and all other amendments and
supplements to the Prospectus, including post-effective amendments, and all
material incorporated by reference in such Prospectus.


                                      -2-

<PAGE>

          "Registrable Securities" means (A) the shares of Common Stock issuable
upon conversion or repayment of the Notes ("Note Registrable Securities") and
(B) the shares of Common Stock issuable upon exercise of the Warrants ("Warrant
Registrable Securities"); provided, however, that Registrable Securities shall
include (but not be limited to) a number of shares of Common Stock equal to no
less than 125% of the maximum shares of Common Stock which would be issuable
upon conversion of the Notes and upon exercise of the Warrants, assuming such
conversion and exercise occurred on the Closing Date or the Filing Date,
whichever date would result in the greater number of Registrable Securities.

          "Registration Statement" means the registration statements and any
additional registration statements contemplated by Section 2, including (in each
case) the Prospectus, amendments and supplements to such registration statement
or Prospectus, including pre- and post-effective amendments, all exhibits
thereto, and all material incorporated by reference in such registration
statement.

          "Rule 144" means Rule 144 promulgated by the Commission pursuant to
the Securities Act, as such Rule may be amended from time to time, or any
similar rule or regulation hereafter adopted by the Commission having
substantially the same effect as such Rule.

          "Rule 158" means Rule 158 promulgated by the Commission pursuant to
the Securities Act, as such Rule may be amended from time to time, or any
similar rule or regulation hereafter adopted by the Commission having
substantially the same effect as such Rule.

          "Rule 415" means Rule 415 promulgated by the Commission pursuant to
the Securities Act, as such Rule may be amended from time to time, or any
similar rule or regulation hereafter adopted by the Commission having
substantially the same effect as such Rule.

          "Rule 424" means Rule 424 promulgated by the Commission pursuant to
the Securities Act, as such Rule may be amended from time to time, or any
similar rule or regulation hereafter adopted by the Commission having
substantially the same effect as such Rule.

          "Securities Act" means the Securities Act of 1933, as amended.

          "Special Counsel" means Kramer Levin Naftalis & Frankel LLP, for which
the Holders will be reimbursed by the Company pursuant to Section 4.

          "Warrant Effectiveness Date" means with respect to the Registration
Statement required to be filed under clause (b) of Section 2 the earlier of (A)
the ninetieth (90th) day following the date such Registration Statement was
filed with the Commission (or the one hundred twentieth (120th) day following
such filing date if the Registration Statement receives a "full review" from the
Commission) or (B) the date which is within three (3) Business Days of the date
on which the Commission informs the Company that (i) the Commission will not
review such Registration Statement or (ii) the Company may request the
acceleration of the effectiveness of such Registration Statement and the Company
makes such request; provided that, if the Warrant Effectiveness Date falls on a
Saturday, Sunday or any other day which shall be a legal holiday or a day on
which the Commission is authorized or required by law or other


                                      -3-

<PAGE>

government actions to close, the Warrant Effectiveness Date shall be the
following Business Day.

          "Warrant Effectiveness Period" shall have the meaning set forth in
Section 2(b).

          "Warrant Filing Date" shall have the meaning set forth in Section
2(b).

          "Warrants" means the warrants to purchase shares of Common Stock
issued to the Purchasers pursuant to the Purchase Agreement.

     2.   Resale Registration.

          (a) On or prior to the Filing Date the Company shall prepare and file
with the Commission a "resale" Registration Statement providing for the resale
of all of the Note Registrable Securities for an offering to be made on a
continuous basis pursuant to Rule 415. The Registration Statement shall be on
Form S-1 (except if the Company is not then eligible to register for resale the
Note Registrable Securities on Form S-1, in which case such registration shall
be on another appropriate form in accordance with the Securities Act and the
rules promulgated thereunder). The Company shall (i) not permit any securities
other than the Note Registrable Securities and the securities to be listed on
Schedule II hereto to be included in the Registration Statement and (ii) use its
best efforts to cause the Registration Statement to be declared effective under
the Securities Act as promptly as possible after the filing thereof, but in any
event prior to the Effectiveness Date, and to keep such Registration Statement
continuously effective under the Securities Act until such date as is the
earlier of (x) the date when all Note Registrable Securities covered by such
Registration Statement have been sold or (y) the date on which the Note
Registrable Securities may be sold without any restriction pursuant to Rule
144(k) as determined by the counsel to the Company pursuant to a written opinion
letter, addressed to the Company's transfer agent to such effect (the
"Effectiveness Period").

          (b) Within fifteen 15 days of the Company obtaining Stockholder
Approval in accordance with Section 3.21 of the Purchase Agreement ("Warrant
Filing Date"), the Company shall prepare and file with the Commission a "resale"
Registration Statement providing for the resale of all of the Warrant
Registrable Securities for an offering to be made on a continuous basis pursuant
to Rule 415, unless the Company may add the Warrant Registrable Securities by
amendment to the Registration Statement required to be filed under clause (a) of
this Section 2, in which case the Company shall file such amendment in
accordance with Section 3(b) hereof. The Registration Statement shall be on Form
S-1 (except if the Company is not then eligible to register for resale the
Warrant Registrable Securities on Form S-1, in which case such registration
shall be on another appropriate form in accordance with the Securities Act and
the rules promulgated thereunder). The Company shall (i) not permit any
securities other than the Warrant Registrable Securities and the securities to
be listed on Schedule II hereto to be included in the Registration Statement and
(ii) use its best efforts to cause the Registration Statement to be declared
effective under the Securities Act as promptly as possible after the filing
thereof, but in any event prior to the Warrant Effectiveness Date, and to keep
such Registration Statement continuously effective under the Securities Act
until such date as is the earlier of (x) the date when all Warrant Registrable
Securities covered by such Registration Statement have been sold or (y) the date
on which the Warrant Registrable Securities may be sold without any restriction


                                      -4-

<PAGE>

pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to
a written opinion letter, addressed to the Company's transfer agent to such
effect (the "Warrant Effectiveness Period").

          (c) If at any time and for any reason, an additional Registration
Statement is required to be filed because at such time the actual number of
shares of Common Stock into which the Notes are convertible and the Warrants are
exercisable plus the number of shares of Common Stock exceeds the number of
shares of Registrable Securities remaining under the Registration Statement, the
Company shall have twenty (20) Business Days to file such additional
Registration Statement, and the Company shall use its best efforts to cause such
additional Registration Statement to be declared effective by the Commission as
soon as possible, but in no event later than ninety (90) days after filing.

     3.   Registration Procedures.

          In connection with the Company's registration obligations hereunder,
the Company shall:

          (a) Prepare and file with the Commission on or prior to the Filing
Date or the Warrant Filing Date, as the case may be, a Registration Statement on
Form S-1 (or if the Company is not then eligible to register for resale the
Registrable Securities on Form S-1 such registration shall be on another
appropriate form in accordance with the Securities Act and the rules promulgated
thereunder) in accordance with the method or methods of distribution thereof as
specified by the Holders (except if otherwise directed by the Holders), and use
its reasonable best efforts to cause the Registration Statement to become
effective and remain effective as provided herein; provided, however, that not
less than five (5) Business Days prior to the filing of the Registration
Statement or any related Prospectus or any amendment or supplement thereto
(including any document that would be incorporated therein by reference), the
Company shall (i) furnish to the Holders and the Special Counsel, copies of all
such documents proposed to be filed, which documents (other than those
incorporated by reference) will be subject to the review of such Holders and
such Special Counsel, and (ii) cause its officers and directors, counsel and
independent certified public accountants to respond to such inquiries as shall
be necessary, in the reasonable opinion of Special Counsel, to conduct a
reasonable investigation within the meaning of the Securities Act. The Company
shall not file the Registration Statement or any such Prospectus or any
amendments or supplements thereto to which the Holders of a majority of the
Registrable Securities or the Special Counsel shall reasonably object in writing
within three (3) Business Days of their receipt thereof.

          (b) (i) Prepare and file with the Commission such amendments,
including post-effective amendments, to the Registration Statement as may be
necessary to keep the Registration Statement continuously effective as to the
applicable Registrable Securities for the Effectiveness Period or the Warrant
Effectiveness Period, as the case may be, and prepare and file with the
Commission such additional Registration Statements as necessary in order to
register for resale under the Securities Act all of the Registrable Securities;
(ii) cause the related Prospectus to be amended or supplemented by any required
Prospectus supplement, and as so supplemented or amended to be filed pursuant to
Rule 424 (or any similar provisions then in force) promulgated under the
Securities Act; (iii) respond as promptly as possible, but in no


                                      -5-

<PAGE>

event later than ten (10) Business Days, to any comments received from the
Commission with respect to the Registration Statement or any amendment thereto
and as promptly as possible provide the Holders true and complete copies of all
correspondence from and to the Commission relating to the Registration
Statement; and (iv) comply in all material respects with the provisions of the
Securities Act and the Exchange Act with respect to the disposition of all
Registrable Securities covered by the Registration Statement during the
applicable period in accordance with the intended methods of disposition by the
Holders thereof set forth in the Registration Statement as so amended or in such
Prospectus as so supplemented.

          (c) Notify the Holders of Registrable Securities to be sold and the
Special Counsel as promptly as possible (and, in the case of (i)(A) below, not
less than five (5) days prior to such filing) and (if requested by any such
Person) confirm such notice in writing no later than one (1) Business Day
following the day (i)(A) when a Prospectus or any Prospectus supplement or
post-effective amendment to the Registration Statement is filed, (B) when the
Commission notifies the Company whether there will be a "review" of such
Registration Statement and whenever the Commission comments in writing on such
Registration Statement and (C) with respect to the Registration Statement or any
post-effective amendment, when the same has become effective; (ii) of any
request by the Commission or any other Federal or state governmental authority
for amendments or supplements to the Registration Statement or Prospectus or for
additional information; (iii) of the issuance by the Commission of any stop
order suspending the effectiveness of the Registration Statement covering any or
all of the Registrable Securities or the initiation of any Proceedings for that
purpose; (iv) of the receipt by the Company of any notification with respect to
the suspension of the qualification or exemption from qualification of any of
the Registrable Securities for sale in any jurisdiction, or the initiation or
threatening of any Proceeding for such purpose; and (v) of the occurrence of any
event that makes any statement made in the Registration Statement or Prospectus
or any document incorporated or deemed to be incorporated therein by reference
untrue in any material respect or that requires any revisions to the
Registration Statement, Prospectus or other documents so that, in the case of
the Registration Statement or the Prospectus, as the case may be, it will not
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading.

          (d) Use its reasonable best efforts to avoid the issuance of, or, if
issued, obtain the withdrawal of, (i) any order suspending the effectiveness of
the Registration Statement or (ii) any suspension of the qualification (or
exemption from qualification) of any of the Registrable Securities for sale in
any jurisdiction, at the earliest practicable moment.

          (e) If requested by the Holders of a majority in interest of the
Registrable Securities, (i) promptly incorporate in a Prospectus supplement or
post-effective amendment to the Registration Statement such information as the
Company reasonably agrees should be included therein and (ii) make all required
filings of such Prospectus supplement or such post-effective amendment as soon
as practicable after the Company has received notification of the matters to be
incorporated in such Prospectus supplement or post-effective amendment.

          (f) Furnish to each Holder and the Special Counsel, without charge, at
least one conformed copy of each Registration Statement and each amendment
thereto, including


                                      -6-

<PAGE>

financial statements and schedules, all documents incorporated or deemed to be
incorporated therein by reference, and all exhibits to the extent requested by
such Person (including those previously furnished or incorporated by reference)
promptly after the filing of such documents with the Commission.

          (g) Promptly deliver to each Holder and the Special Counsel, without
charge, as many copies of the Prospectus or Prospectuses (including each form of
prospectus) and each amendment or supplement thereto as such Persons may
reasonably request; and the Company hereby consents to the use of such
Prospectus and each amendment or supplement thereto by each of the selling
Holders in connection with the offering and sale of the Registrable Securities
covered by such Prospectus and any amendment or supplement thereto.

          (h) Prior to any public offering of Registrable Securities, use its
reasonable best efforts to register or qualify or cooperate with the selling
Holders and the Special Counsel in connection with the registration or
qualification (or exemption from such registration or qualification) of such
Registrable Securities for offer and sale under the securities or Blue Sky laws
of such jurisdictions within the United States as any Holder requests in
writing, to keep each such registration or qualification (or exemption
therefrom) effective during the Effectiveness Period or Warrant Effectiveness
Period, as the case may be, and to do any and all other acts or things necessary
or advisable to enable the disposition in such jurisdictions of the Registrable
Securities covered by a Registration Statement; provided, however, that the
Company shall not be required to qualify generally to do business in any
jurisdiction where it is not then so qualified or to take any action that would
subject it to general service of process in any such jurisdiction where it is
not then so subject or subject the Company to any material tax in any such
jurisdiction where it is not then so subject.

          (i) Cooperate with the Holders to facilitate the timely preparation
and delivery of certificates representing Registrable Securities to be sold
pursuant to a Registration Statement, which certificates shall be free of all
restrictive legends (provided that the issuance of such unlegended certificates
is in compliance with applicable securities laws), and to enable such
Registrable Securities to be in such denominations and registered in such names
as any Holder may reasonably request in writing at least two (2) Business Days
prior to any sale of Registrable Securities.

          (j) Upon the occurrence of any event contemplated by Section 3(c)(v),
as promptly as possible, prepare a supplement or amendment, including a
post-effective amendment, to the Registration Statement or a supplement to the
related Prospectus or any document incorporated or deemed to be incorporated
therein by reference, and file any other required document so that, as
thereafter delivered, neither the Registration Statement nor such Prospectus
will contain an untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading.

          (k) Use its reasonable best efforts to cause all Registrable
Securities relating to the Registration Statement to be listed on the OTC
Bulletin Board or any other securities exchange, quotation system or market, if
any, on which similar securities issued by the Company are then listed or traded
as and when required pursuant to the Purchase Agreement.


                                      -7-

<PAGE>

          (l) Comply in all material respects with all applicable rules and
regulations of the Commission and make generally available to its security
holders earning statements satisfying the provisions of Section 11(a) of the
Securities Act and Rule 158 not later than 45 days after the end of any 12-month
period (or 90 days after the end of any 12-month period if such period is a
fiscal year) commencing on the first day of the first fiscal quarter of the
Company after the effective date of the Registration Statement, which statement
shall conform to the requirements of Rule 158.

          (m) The Company may require each selling Holder to furnish to the
Company information regarding such Holder and the distribution of such
Registrable Securities as is required by law to be disclosed in the Registration
Statement, and the Company may exclude from such registration the Registrable
Securities of any such Holder who unreasonably fails to furnish such information
within a reasonable time after receiving such request.

          If the Registration Statement refers to any Holder by name or
otherwise as the holder of any securities of the Company, then such Holder shall
have the right to require (if such reference to such Holder by name or otherwise
is not required by the Securities Act or any similar federal statute then in
force or the applicable rules and regulations of the Commission promulgated
thereunder) the deletion of the reference to such Holder in any amendment or
supplement to the Registration Statement filed or prepared subsequent to the
time that such reference ceases to be required.

          Each Holder covenants and agrees that (i) it will not sell any
Registrable Securities under the Registration Statement until it has received
copies of the Prospectus as then amended or supplemented as contemplated in
Section 3(g) and notice from the Company that such Registration Statement and
any post-effective amendments thereto have become effective as contemplated by
Section 3(c) and (ii) it and its officers, directors or Affiliates, if any, will
comply with the prospectus delivery requirements of the Securities Act as
applicable to them in connection with sales of Registrable Securities pursuant
to the Registration Statement.

          Each Holder agrees by its acquisition of such Registrable Securities
that, upon receipt of a notice from the Company of the occurrence of any event
of the kind described in Section 3(c)(ii), 3(c)(iii), 3(c)(iv), 3(c)(v) or 3(n),
such Holder will forthwith discontinue disposition of such Registrable
Securities under the Registration Statement until such Holder's receipt of the
copies of the supplemented Prospectus and/or amended Registration Statement
contemplated by Section 3(j), or until it is advised in writing (the "Advice")
by the Company that the use of the applicable Prospectus may be resumed, and, in
either case, has received copies of any additional or supplemental filings that
are incorporated or deemed to be incorporated by reference in such Prospectus or
Registration Statement.

          (n) If (i) there is material non-public information regarding the
Company which the Company's Board of Directors (the "Board") reasonably
determines not to be in the Company's best interest to disclose and which the
Company is not otherwise required to disclose, (ii) there is a significant
business opportunity (including, but not limited to, the acquisition or
disposition of assets (other than in the ordinary course of business) or any
merger, consolidation, tender offer or other similar transaction) available to
the Company which the Board reasonably


                                      -8-

<PAGE>

determines not to be in the Company's best interest to disclose, or (iii) the
Company is required to file a post-effective amendment to the Registration
Statement to incorporate the Company's quarterly and annual reports and audited
financial statements on Forms 10-Q and 10-K, then the Company may (x) postpone
or suspend filing of a registration statement for a period not to exceed thirty
(30) consecutive days or (y) postpone or suspend effectiveness of a registration
statement for a period not to exceed twenty (20) consecutive days; provided that
the Company may not postpone or suspend effectiveness of a registration
statement under this Section 3(n) for more than fifty-five (55) days in the
aggregate during any three hundred sixty (360) day period; provided, however,
that no such postponement or suspension shall be permitted for consecutive
twenty (20) day periods arising out of the same set of facts, circumstances or
transactions.

     4.   Registration Expenses.

          All fees and expenses incident to the performance of or compliance
with this Agreement by the Company, except as and to the extent specified in
this Section 4, shall be borne by the Company whether or not the Registration
Statement is filed or becomes effective and whether or not any Registrable
Securities are sold pursuant to the Registration Statement. The fees and
expenses referred to in the foregoing sentence shall include, without
limitation, (i) all registration and filing fees (including, without limitation,
fees and expenses (A) with respect to filings required to be made with the OTC
Bulletin Board and each other securities exchange or market on which Registrable
Securities are required hereunder to be listed, if any, (B) with respect to
filing fees required to be paid to the National Association of Securities
Dealers, Inc. and the NASD Regulation, Inc. and (C) in compliance with state
securities or Blue Sky laws (including, without limitation, fees and
disbursements of counsel for the Holders (subject to a cap of $5,000) in
connection with Blue Sky qualifications of the Registrable Securities and
determination of the eligibility of the Registrable Securities for investment
under the laws of such jurisdictions as the Holders of a majority of Registrable
Securities may designate)), (ii) printing expenses (including, without
limitation, expenses of printing certificates for Registrable Securities and of
printing prospectuses if the printing of prospectuses is requested by the
holders of a majority of the Registrable Securities included in the Registration
Statement), (iii) messenger, telephone and delivery expenses, (iv) fees and
disbursements of counsel for the Company and Special Counsel for the Holders, in
the case of the Special Counsel, up to a maximum amount of $5,000, (v)
Securities Act liability insurance, if the Company so desires such insurance,
and (vi) fees and expenses of all other Persons retained by the Company in
connection with the consummation of the transactions contemplated by this
Agreement, including, without limitation, the Company's independent public
accountants (including the expenses of any comfort letters or costs associated
with the delivery by independent public accountants of a comfort letter or
comfort letters). In addition, the Company shall be responsible for all of its
internal expenses incurred in connection with the consummation of the
transactions contemplated by this Agreement (including, without limitation, all
salaries and expenses of its officers and employees performing legal or
accounting duties), the expense of any annual audit, the fees and expenses
incurred in connection with the listing of the Registrable Securities on any
securities exchange as required hereunder. For the avoidance of doubt, all
brokers and underwriters' fees and discounts relating to resale of the
Registrable Securities shall be expenses borne by each of the Holders and not
the Company.


                                      -9-

<PAGE>

     5.   Indemnification.

          (a) Indemnification by the Company. The Company shall, notwithstanding
any termination of this Agreement, indemnify and hold harmless each Holder, the
officers, directors, agents, brokers (including brokers who offer and sell
Registrable Securities as principal as a result of a pledge or any failure to
perform under a margin call of Common Stock), investment advisors and employees
of each of them, each Person who controls any such Holder (within the meaning of
Section 15 of the Securities Act or Section 20 of the Exchange Act) and the
officers, directors, agents and employees of each such controlling Person, to
the fullest extent permitted by applicable law, from and against any and all
losses, claims, damages, liabilities, costs (including, without limitation,
costs of preparation and attorneys' fees) and expenses (collectively, "Losses"),
as incurred, arising out of or relating to any untrue or alleged untrue
statement of a material fact contained in the Registration Statement, any
Prospectus or any form of prospectus or in any amendment or supplement thereto
or in any statutory preliminary prospectus, or arising out of or relating to any
omission or alleged omission of a material fact required to be stated therein or
necessary to make the statements therein (in the case of any Prospectus or form
of prospectus or supplement thereto, in the light of the circumstances under
which they were made) not misleading, except to the extent, but only to the
extent, that (i) such untrue statements or omissions are based solely upon
information regarding such Holder or such other Indemnified Party furnished in
writing to the Company by such Holder (or their counsel or Special Counsel)
expressly for use therein and (ii) that the foregoing indemnity agreement is
subject to the condition that, insofar as it relates to any untrue statement,
allegedly untrue statement, omission or alleged omission made in any preliminary
prospectus but eliminated or remedied in the final prospectus (filed pursuant to
Rule 424 of the Securities Act), such indemnity agreement shall not inure to the
benefit of any Holder, underwriter, broker or other Person acting on behalf of
holders of the Registrable Securities, from whom the Person asserting any loss,
claim, damage, liability or expense purchased the Registrable Securities which
are the subject thereof, if a copy of such final prospectus had been made
available to such Person and such Holder, underwriter, broker or other Person
acting on behalf of holders of the Registrable Securities and such final
prospectus was not delivered to such Person with or prior to the written
confirmation of the sale of such Registrable Securities to such Person. The
Company shall notify the Holders promptly of the institution, threat or
assertion of any Proceeding of which the Company is aware in connection with the
transactions contemplated by this Agreement.

          (b) Indemnification by Holders. Each Holder shall, severally and not
jointly, indemnify and hold harmless the Company, its directors, officers,
agents and employees, each Person who controls the Company (within the meaning
of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the
directors, officers, agents and employees of such controlling Persons, to the
fullest extent permitted by applicable law, from and against all Losses (as
determined by a court of competent jurisdiction in a final judgment not subject
to appeal or review), as incurred, arising solely out of or based solely upon
any untrue statement of a material fact contained in the Registration Statement,
any Prospectus, or any form of prospectus, or arising solely out of or based
solely upon any omission of a material fact required to be stated therein or
necessary to make the statements therein (in the case of any Prospectus or form
of prospectus or supplement thereto, in the light of the circumstances under
which they were made) not misleading, to the extent, but only to the extent,
that such untrue statement or omission is contained in any information so
furnished in writing by such Holder (or their counsel or Special


                                      -10-

<PAGE>

Counsel) or other Indemnifying Party to the Company specifically for inclusion
in the Registration Statement or such Prospectus. Notwithstanding anything to
the contrary contained herein, each Holder shall be liable under this Section
5(b) for only that amount as does not exceed the net proceeds to such Holder as
a result of the sale of Registrable Securities pursuant to such Registration
Statement.

          (c) Conduct of Indemnification Proceedings. If any Proceeding shall be
brought or asserted against any Person entitled to indemnity hereunder (an
"Indemnified Party"), such Indemnified Party promptly shall notify the Person
from whom indemnity is sought (the "Indemnifying Party) in writing, and the
Indemnifying Party shall assume the defense thereof, including the employment of
counsel reasonably satisfactory to the Indemnified Party and the payment of all
fees and expenses incurred in connection with defense thereof; provided, that
the failure of any Indemnified Party to give such notice shall not relieve the
Indemnifying Party of its obligations or liabilities pursuant to this Agreement,
except (and only) to the extent that it shall be finally determined by a court
of competent jurisdiction (which determination is not subject to appeal or
further review) that such failure shall have proximately and materially
adversely prejudiced the Indemnifying Party.

          An Indemnified Party shall have the right to employ separate counsel
in any such Proceeding and to participate in the defense thereof, but the fees
and expenses of such counsel shall be at the expense of such Indemnified Party
or Parties unless: (1) the Indemnifying Party has agreed in writing to pay such
fees and expenses; or (2) the Indemnifying Party shall have failed promptly to
assume the defense of such Proceeding and to employ counsel reasonably
satisfactory to such Indemnified Party in any such Proceeding; or (3) the named
parties to any such Proceeding (including any impleaded parties) include both
such Indemnified Party and the Indemnifying Party, and such Indemnified Party
shall have been advised by counsel (which shall be reasonably acceptable to the
Indemnifying Party) that a conflict of interest is likely to exist if the same
counsel were to represent such Indemnified Party and the Indemnifying Party (in
which case, if such Indemnified Party notifies the Indemnifying Party in writing
that it elects to employ separate counsel at the expense of the Indemnifying
Party, the Indemnifying Party shall not have the right to assume the defense
thereof and such counsel shall be at the expense of the Indemnifying Party). The
Indemnifying Party shall not be liable for any settlement of any such Proceeding
effected without its written consent, which consent shall not be unreasonably
withheld or delayed. No Indemnifying Party shall, without the prior written
consent of the Indemnified Party, effect any settlement of any pending
Proceeding in respect of which any Indemnified Party is a party, unless such
settlement includes an unconditional release of such Indemnified Party from all
liability on claims that are the subject matter of such Proceeding.

          All fees and expenses of the Indemnified Party (including reasonable
fees and expenses to the extent incurred in connection with investigating or
preparing to defend such Proceeding in a manner not inconsistent with this
Section) shall be paid to the Indemnified Party, as incurred, within thirty (30)
days of written notice thereof to the Indemnifying Party (regardless of whether
it is ultimately determined that an Indemnified Party is not entitled to
indemnification hereunder; provided, that the Indemnifying Party may require
such Indemnified Party to undertake to reimburse all such fees and expenses to
the extent it is finally judicially determined that such Indemnified Party is
not entitled to indemnification hereunder).


                                      -11-

<PAGE>

          (d) Contribution. If a claim for indemnification under Section 5(a) or
5(b) is unavailable to an Indemnified Party because of a failure or refusal of a
governmental authority to enforce such indemnification in accordance with its
terms (by reason of public policy or otherwise), then each Indemnifying Party,
in lieu of indemnifying such Indemnified Party, shall contribute to the amount
paid or payable by such Indemnified Party as a result of such Losses, in such
proportion as is appropriate to reflect the relative benefits received by the
Indemnifying Party on the one hand and the Indemnified Party on the other from
the offering of the Notes and Warrants. If, but only if, the allocation provided
by the foregoing sentence is not permitted by applicable law, the allocation of
contribution shall be made in such proportion as is appropriate to reflect not
only the relative benefits referred to in the foregoing sentence but also the
relative fault, as applicable, of the Indemnifying Party and Indemnified Party
in connection with the actions, statements or omissions that resulted in such
Losses as well as any other relevant equitable considerations. The relative
fault of such Indemnifying Party and Indemnified Party shall be determined by
reference to, among other things, whether any action in question, including any
untrue or alleged untrue statement of a material fact or omission or alleged
omission of a material fact, has been taken or made by, or relates to
information supplied by, such Indemnifying Party or Indemnified Party, and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such action, statement or omission. The amount paid or
payable by a party as a result of any Losses shall be deemed to include, subject
to the limitations set forth in Section 5(c), any reasonable attorneys' or other
reasonable fees or expenses incurred by such party in connection with any
Proceeding to the extent such party would have been indemnified for such fees or
expenses if the indemnification provided for in this Section was available to
such party in accordance with its terms. In no event shall any selling Holder be
required to contribute an amount under this Section 5(d) in excess of the net
proceeds received by such Holder upon sale of such Holder's Registrable
Securities pursuant to the Registration Statement giving rise to such
contribution obligation.

          The parties hereto agree that it would not be just and equitable if
contribution pursuant to this Section 5(d) were determined by pro rata
allocation or by any other method of allocation that does not take into account
the equitable considerations referred to in the immediately preceding paragraph.
No Person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any Person
who was not guilty of such fraudulent misrepresentation.

          The indemnity and contribution agreements contained in this Section
are in addition to any liability that the Indemnifying Parties may have to the
Indemnified Parties. Notwithstanding anything to the contrary contained herein,
the Holders shall be liable under this Section 5(d) for only that amount as does
not exceed the net proceeds to such Holder as a result of the sale of
Registrable Securities pursuant to such Registration Statement.

     6.   Rule 144.

          As long as any Holder owns any Registrable Securities, Notes or
Warrants, the Company covenants to timely file (or obtain extensions in respect
thereof and file within the applicable grace period) all reports required to be
filed by the Company after the date hereof pursuant to Section 13(a) or 15(d) of
the Exchange Act and to promptly furnish the Holders with true and complete
copies of all such filings. As long as any Holder owns any Registrable


                                      -12-

<PAGE>

Securities, Notes or Warrants, if the Company is not required to file reports
pursuant to Section 13(a) or 15(d) of the Exchange Act, it will prepare and
furnish to the Holders and make publicly available in accordance with Rule
144(c) promulgated under the Securities Act annual and quarterly financial
statements, together with a discussion and analysis of such financial statements
in form and substance substantially similar to those that would otherwise be
required to be included in reports required by Section 13(a) or 15(d) of the
Exchange Act, as well as any other information required thereby, in the time
period that such filings would have been required to have been made under the
Exchange Act. The Company further covenants that it will take such further
action as any Holder may reasonably request all to the extent required from time
to time to enable such Person to sell the Registrable Securities without
registration under the Securities Act within the limitation of the exemptions
provided by Rule 144 promulgated under the Securities Act, including providing
any legal opinions relating to such sale pursuant to Rule 144.

     7.   Miscellaneous.

          (a) Remedies. In the event of a breach by the Company or by a Holder,
of any of their obligations under this Agreement, each Holder or the Company, as
the case may be, in addition to being entitled to exercise all rights granted by
law and under this Agreement, including recovery of damages, will be entitled to
specific performance of its rights under this Agreement. The Company and each
Holder agree that monetary damages would not provide adequate compensation for
any losses incurred by reason of a breach by it of any of the provisions of this
Agreement and hereby further agrees that, in the event of any action for
specific performance in respect of such breach, it shall waive the defense that
a remedy at law would be adequate.

          (b) No Inconsistent Agreements. Neither the Company nor any of its
subsidiaries has, as of the date hereof entered into and currently in effect,
nor shall the Company or any of its subsidiaries, on or after the date of this
Agreement, enter into any agreement with respect to its securities that is
inconsistent with the rights granted to the Holders in this Agreement or
otherwise conflicts with the provisions hereof. Except as disclosed in Schedule
2.1(c) of the Purchase Agreement, neither the Company nor any of its
subsidiaries has previously entered into any agreement currently in effect
granting any registration rights with respect to any of its securities to any
Person. Without limiting the generality of the foregoing, without the written
consent of the Holders of a majority of the then outstanding Registrable
Securities, the Company shall not grant to any Person the right to request the
Company to register any securities of the Company, under the Securities Act
unless the rights so granted are subject in all respects to the prior rights in
full of the Holders set forth herein, and are not otherwise in conflict with the
provisions of this Agreement.

          (c) No Piggyback on Registrations. Neither the Company nor any of its
security holders (other than the Holders in such capacity pursuant hereto or as
disclosed on Schedule 2.1(c) of the Purchase Agreement or Schedule II hereto)
may include securities of the Company in the Registration Statement, and the
Company shall not after the date hereof enter into any agreement providing such
right to any of its securityholders, unless the right so granted is subject in
all respects to the prior rights in full of the Holders set forth herein, and is
not otherwise in conflict with the provisions of this Agreement.


                                      -13-

<PAGE>

          (d) Failure to File Registration Statement and Other Events. The
Company and the Purchasers agree that the Holders will suffer damages if the
Registration Statement is not filed on or prior to the Filing Date or the
Warrant Filing Date, as the case may be, and not declared effective by the
Commission on or prior to the Effectiveness Date or the Warrant Effectiveness
Date, as the case may be, and maintained in the manner contemplated herein
during the Effectiveness Period or the Warrant Effectiveness Period, as the case
may be, or if certain other events occur. The Company and the Holders further
agree that it would not be feasible to ascertain the extent of such damages with
precision. Accordingly, if (A) the Registration Statement is not filed on or
prior to the Filing Date or the Warrant Filing Date, as the case may be, or (B)
the Registration Statement is not declared effective by the Commission on or
prior to the date that is thirty (30) days following the Effectiveness Date or
the Warrant Effectiveness Date, as the case may be, or (C) the Company fails to
file with the Commission a request for acceleration in accordance with Rule 461
promulgated under the Securities Act within three (3) Business Days of the date
that the Company is notified (orally or in writing, whichever is earlier) by the
Commission that a Registration Statement will not be "reviewed," or not subject
to further review, or (D) the Registration Statement is filed with and declared
effective by the Commission but thereafter ceases to be effective as to all
Registrable Securities at any time prior to the expiration of the Effectiveness
Period or the Warrant Effectiveness Period, as the case may be, without being
succeeded immediately by a subsequent Registration Statement filed with and
declared effective by the Commission, or (E) the Company has breached Section
3(n), or (F) trading in the Common Stock shall be suspended or if the Common
Stock is delisted from the OTC Bulletin Board (or other principal exchange on
which the Common Stock is traded) for any reason for more than three (3)
Business Days in the aggregate (any such failure or breach being referred to as
an "Event," and for purposes of clauses (A) and (B) the date on which such Event
occurs, or for purposes of clause (C) the date on which such three (3) Business
Day period is exceeded, or for purposes of clause (D) after more than fifteen
(15) Business Days, or for purposes of clause (F) the date on which such three
(3) Business Day period is exceeded, being referred to as "Event Date"), the
Company shall pay, at the option of the Holder, an amount in cash or shares of
Common Stock, as liquidated damages to each Holder equal to one and one-half
percent (1.5%) of the amount of the Holder's initial investment in the Notes for
each calendar month or portion thereof thereafter from the Event Date until the
applicable Event is cured. Notwithstanding anything to the contrary in this
Section 7(d), if (i) any of the Events described in clauses (A), (B) or (C)
shall have occurred, (ii) on or prior to the applicable Event Date, the Company
shall have exercised its rights under Section 3(n) hereof and (iii) the
postponement or suspension permitted pursuant to such Section 3(n) shall remain
effective as of such applicable Event Date, then the applicable Event Date shall
be deemed instead to occur on the second Business Day following the termination
of such postponement or suspension. Liquidated damages payable by the Company
pursuant to this Section 7(d) shall be payable on the first (1st) business day
of each thirty (30) day period following the Event Date.

          (e) Amendments and Waivers. The provisions of this Agreement,
including the provisions of this sentence, may not be amended, modified or
supplemented, and waivers or consents to departures from the provisions hereof
may not be given, unless the same shall be in writing and signed by the Company
and the Holders of a majority of the Registrable Securities then outstanding.


                                      -14-

<PAGE>

          (f) Notices. Any and all notices or other communications or deliveries
required or permitted to be provided hereunder shall be in writing and shall be
deemed given and effective on the earlier of (i) the date of transmission, if
such notice or communication is delivered via facsimile at the facsimile
telephone number specified for notice prior to 5:00 p.m., New York City time, on
a Business Day, (ii) the Business Day after the date of transmission, if such
notice or communication is delivered via facsimile at the facsimile telephone
number specified for notice later than 5:00 p.m., New York City time, on any
date and earlier than 11:59 p.m., New York City time, on such date, (iii) the
Business Day following the date of mailing, if sent by nationally recognized
overnight courier service or (iv) actual receipt by the party to whom such
notice is required to be given. The addresses for such communications shall be
with respect to each Holder at its address set forth under its name on Schedule
I attached hereto, or with respect to the Company, addressed to:

                              Remote Dynamics, Inc.
                              1155 Kas Drive, Suite 100
                              Richardson, Texas 75081
                              Attention: Chief Executive Officer
                              Tel. No.: (972) 301-2000
                              Fax No.: (972) 301-2263

with copies (which copies
shall not constitute notice
to the Company) to:           Locke Liddell & Sapp LLP
                              2200 Ross Avenue, Suite 2200
                              Dallas, Texas 75201
                              Attention: Stephen L. Sapp
                              Tel. No.: (214) 740-8570
                              Fax No.: (214) 740-8800

or to such other address or addresses or facsimile number or numbers as any such
party may most recently have designated in writing to the other parties hereto
by such notice. Copies of notices to the Holders shall be sent to Kramer Levin
Naftalis & Frankel LLP, 1177 Avenue of the Americas, New York, New York 10036,
Attention: Christopher S. Auguste, Tel. No.: (212) 715-9100, Fax. No.: (212)
715-8000.

          (g) Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of the parties and their successors and permitted assigns
and shall inure to the benefit of each Holder and its successors and assigns.
The Company may not assign this Agreement or any of its rights or obligations
hereunder without the prior written consent of each Holder. Each Purchaser may
assign its rights hereunder in the manner, and to the Persons, as permitted
under the Purchase Agreement.

          (h) Assignment of Registration Rights. The rights of each Holder
hereunder, including the right to have the Company register for resale
Registrable Securities in accordance with the terms of this Agreement, shall be
automatically assignable by each Holder to any Affiliate of such Holder or any
other Holder or Affiliate of any other Holder of all or a portion of the
Registrable Securities if: (i) the Holder agrees in writing with the transferee
or assignee to


                                      -15-

<PAGE>

assign such rights, and a copy of such agreement is furnished to the Company
within a reasonable time after such assignment, (ii) the Company is, within a
reasonable time after such transfer or assignment, furnished with written notice
of (a) the name and address of such transferee or assignee, and (b) the
securities with respect to which such registration rights are being transferred
or assigned, (iii) following such transfer or assignment the further disposition
of such securities by the transferee or assignees is restricted under the
Securities Act and applicable state securities laws, (iv) at or before the time
the Company receives the written notice contemplated by clause (ii) of this
Section, the transferee or assignee agrees in writing with the Company to be
bound by all of the provisions of this Agreement, and (v) such transfer shall
have been made in accordance with the applicable requirements of the Purchase
Agreement. In addition, each Holder shall have the right to assign its rights
hereunder to any other Person with the prior written consent of the Company,
which consent shall not be unreasonably withheld. The rights to assignment shall
apply to the Holders (and to subsequent) successors and assigns.

          (i) Counterparts. This Agreement may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original
and, all of which taken together shall constitute one and the same Agreement. In
the event that any signature is delivered by facsimile transmission, such
signature shall create a valid binding obligation of the party executing (or on
whose behalf such signature is executed) the same with the same force and effect
as if such facsimile signature were the original thereof.

          (j) Governing Law; Jurisdiction. This Agreement shall be governed by
and construed in accordance with the internal laws of the State of New York,
without giving effect to any of the conflicts of law principles which would
result in the application of the substantive law of another jurisdiction. This
Agreement shall not be interpreted or construed with any presumption against the
party causing this Agreement to be drafted. The Company and the Holders agree
that venue for any dispute arising under this Agreement will lie exclusively in
the state or federal courts located in New York County, New York, and the
parties irrevocably waive any right to raise forum non conveniens or any other
argument that New York is not the proper venue. The Company and the Holders
irrevocably consent to personal jurisdiction in the state and federal courts of
the state of New York. The Company and the Holders consent to process being
served in any such suit, action or proceeding by mailing a copy thereof to such
party at the address in effect for notices to it under this Agreement and agrees
that such service shall constitute good and sufficient service of process and
notice thereof. Nothing in this Section 7(j) shall affect or limit any right to
serve process in any other manner permitted by law. The Company and the Holders
hereby agree that the prevailing party in any suit, action or proceeding arising
out of or relating to the this Agreement or the Purchase Agreement, shall be
entitled to reimbursement for reasonable legal fees from the non-prevailing
party. The parties hereby waive all rights to a trial by jury.

          (k) Cumulative Remedies. The remedies provided herein are cumulative
and not exclusive of any remedies provided by law.

          (l) Severability. If any term, provision, covenant or restriction of
this Agreement is held to be invalid, illegal, void or unenforceable in any
respect, the remainder of the terms, provisions, covenants and restrictions set
forth herein shall remain in full force and effect and shall in no way be
affected, impaired or invalidated, and the parties hereto shall use


                                      -16-

<PAGE>

their reasonable efforts to find and employ an alternative means to achieve the
same or substantially the same result as that contemplated by such term,
provision, covenant or restriction. It is hereby stipulated and declared to be
the intention of the parties that they would have executed the remaining terms,
provisions, covenants and restrictions without including any of such that may be
hereafter declared invalid, illegal, void or unenforceable.

          (m) Headings. The headings herein are for convenience only, do not
constitute a part of this Agreement and shall not be deemed to limit or affect
any of the provisions hereof.

          (n) Shares Held by the Company and its Affiliates. Whenever the
consent or approval of Holders of a specified percentage of Registrable
Securities is required hereunder, Registrable Securities held by the Company or
its Affiliates (other than any Holder or transferees or successors or assigns
thereof if such Holder is deemed to be an Affiliate solely by reason of its
holdings of such Registrable Securities) shall not be counted in determining
whether such consent or approval was given by the Holders of such required
percentage.

          (o) Independent Nature of Purchasers. The Company acknowledges that
the obligations of each Purchaser under the Transaction Documents are several
and not joint with the obligations of any other Purchaser, and no Purchaser
shall be responsible in any way for the performance of the obligations of any
other Purchaser under the Transaction Documents. The Company acknowledges that
the decision of each Purchaser to purchase Securities pursuant to the Purchase
Agreement has been made by such Purchaser independently of any other Purchaser
and independently of any information, materials, statements or opinions as to
the business, affairs, operations, assets, properties, liabilities, results of
operations, condition (financial or otherwise) or prospects of the Company or of
its Subsidiaries which may have made or given by any other Purchaser or by any
agent or employee of any other Purchaser, and no Purchaser or any of its agents
or employees shall have any liability to any Purchaser (or any other person)
relating to or arising from any such information, materials, statements or
opinions. The Company acknowledges that nothing contained herein, or in any
Transaction Document, and no action taken by any Purchaser pursuant hereto or
thereto (including, but not limited to, the (i) inclusion of a Purchaser in the
Registration Statement and (ii) review by, and consent to, such Registration
Statement by a Purchaser) shall be deemed to constitute the Purchasers as a
partnership, an association, a joint venture or any other kind of entity, or
create a presumption that the Purchasers are in any way acting in concert or as
a group with respect to such obligations or the transactions contemplated by the
Transaction Documents. The Company acknowledges that each Purchaser shall be
entitled to independently protect and enforce its rights, including without
limitation, the rights arising out of this Agreement or out of the other
Transaction Documents, and it shall not be necessary for any other Purchaser to
be joined as an additional party in any proceeding for such purpose. The Company
acknowledges that for reasons of administrative convenience only, the
Transaction Documents have been prepared by counsel for the placement agent and
such counsel does not represent the Purchasers. The Company acknowledges that it
has elected to provide all Purchasers with the same terms and Transaction
Documents for the convenience of the Company and not because it was required or
requested to do so by the Purchasers. The Company acknowledges that such
procedure with respect to the Transaction Documents in no way creates a
presumption that the Purchasers are in any way acting in concert or as a group
with respect to the Transaction Documents or the transactions contemplated
hereby or thereby.


                                      -17-

<PAGE>

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                      -18-

<PAGE>

          IN WITNESS WHEREOF, the parties hereto have caused this Registration
Rights Agreement to be duly executed by their respective authorized persons as
of the date first indicated above.

                                        REMOTE DYNAMICS, INC.


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        PURCHASER:


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                      -19-

<PAGE>

                                   Schedule I
                               List of Purchasers

                           [SEE ATTACHED SPREADSHEET]


                                      -20-

<PAGE>

                                   Schedule II
        Securities Permitted to be Included on the Registration Statement

1.   Shares of Common Stock issuable upon the exercise of warrants issuable to
     the placement agent and its designees in connection with the transactions
     contemplated by the Purchase Agreement.

2.   SDS Capital Group SPC, LTD has piggyback registration rights.

3.   1,000,000 shares of Common Stock issued to Saffron Capital Management LLC
     pursuant to a consulting agreement between the Company and Saffron Capital
     Management LLC.


                                      -21-
<PAGE>


                                                                  EXECUTION COPY

                                   EXHIBIT E
                                    FORM OF
                               SECURITY AGREEMENT


         SECURITY AGREEMENT (as amended, restated, supplemented or otherwise
modified from time to time in accordance herewith and including all attachments,
exhibits and schedules hereto, the "Agreement"), dated as of February __, 2006,
made by Remote Dynamics, Inc., a Delaware corporation (the "Grantor"), in favor
of the secured parties listed on Exhibit A to this Agreement and their permitted
successors and assigns (collectively, the "Secured Parties").

         WHEREAS, the Grantor has issued or will issue separate series A senior
secured convertible promissory notes and separate original issue discount series
A senior secured convertible promissory notes (the "Notes") to the Secured
Parties pursuant to a Note and Warrant Purchase Agreement, dated as of February
__, 2006 (the "Purchase Agreement"), by and among the Grantor and the Secured
Parties; and

         WHEREAS, the Secured Parties and the Grantor agree that the Grantor
execute and deliver to the Secured Parties a security agreement providing for
the grant to the Secured Parties of a continuing security interest in all
personal property and assets of the Grantor, all in substantially the form
hereof to secure all Obligations (hereinafter defined).

         NOW, THEREFORE, the parties agree as follows:

                             ARTICLE I. DEFINITIONS

         Section 1.1. Definition of Terms Used Herein. All capitalized terms
used herein and not defined herein have the respective meanings provided
therefor in the Purchase Agreement or the Notes, as applicable. All terms
defined in the Uniform Commercial Code (hereinafter defined) as in effect from
time to time and used herein and not otherwise defined herein (whether or not
such terms are capitalized) have the same definitions herein as specified
therein.

         Section 1.2. Definition of Certain Terms Used Herein. As used herein,
the following terms have the following meanings:

         "Collateral" means all accounts receivable of the Grantor and all
personal and fixed property of every kind and nature, including, without
limitation, all furniture, fixtures, equipment, raw materials, inventory, as
extracted collateral, or other goods, accounts, contract rights, rights to the
payment of money, insurance refund claims and all other insurance claims and
proceeds, tort claims, chattel paper, documents, instruments, securities and
other investment property, deposit accounts, rights to proceeds of letters of
credit and all general intangibles including, without limitation, all tax refund
claims, license fees, patents, patent licenses, patent applications, trademarks,
trademark licenses, trademark applications, trade names, copyrights, copyright
licenses, copyright applications, rights to sue and recover for past
infringement of patents, trademarks and copyrights, computer programs, computer
software, engineering drawings, service marks, customer lists, goodwill, and all
licenses, permits, agreements of any kind or nature pursuant to which the
Grantor possesses, uses or has authority to possess or use property (whether
tangible or intangible) of others or others possess, use or have authority to
possess or use property (whether tangible or intangible) of the Grantor, and all
recorded data of


<PAGE>


                                                                               2

any kind or nature, regardless of the medium of recording including, without
limitation, all books and records, software, writings, plans, specifications and
schematics, whether now owned or hereinafter acquired by the Grantor; and all
proceeds and products of each of the foregoing.

         "Default" means any event or circumstance which, with the giving of
notice, the lapse of time, or both, would (if not cured, waived, or otherwise
remedied during such time) constitute an Event of Default.

         "Event of Default" has the meaning specified in the Notes.

         "Indemnitees" has the meaning specified in Section 7.5(b).

         "Lien" means: (i) any interest in property securing an obligation owed
to, or a claim by, a Person other than the owner of the property, whether such
interest is based on the common law, statute, or contract, and including a
security interest, charge, claim, or lien arising from a mortgage, deed of
trust, encumbrance, pledge, hypothecation, assignment, deposit arrangement,
agreement, security agreement, conditional sale or trust receipt or a lease,
consignment or bailment for security purposes; (ii) to the extent not included
under clause (i), any reservation, exception, encroachment, easement,
right-of-way, covenant, condition, restriction, lease or other title exception
or encumbrance affecting property; and (iii) any contingent or other agreement
to provide any of the foregoing.

         "Notes" has the meaning assigned to such term in the first recital of
this Agreement.

         "Obligations" means all indebtedness, liabilities, obligations,
covenants and duties of the Grantor to the Secured Parties of every kind, nature
and description, direct or indirect, absolute or contingent, due or not due,
contractual or tortious, liquidated or unliquidated, arising by operation of law
or otherwise, now existing of hereafter arising under or in connection with the
Notes, this Agreement or the other Transaction Documents.

         "Registered Organization" means an entity formed by filing a
registration document with a United States Governmental Authority, such as a
corporation, limited partnership or limited liability company.

         "Security Interest" has the meaning specified in Section 2.1 of this
Agreement.

         "Uniform Commercial Code" means the Uniform Commercial Code from time
to time in effect in the State of New York.

                         ARTICLE II. SECURITY INTEREST

         Section 2.1. Security Interest. As security for the payment and
performance, in full of the Obligations, and any extensions, renewals,
modifications or refinancings of the Obligations, the Grantor hereby bargains,
sells, conveys, assigns, sets over, mortgages, pledges, hypothecates and
transfers to the Secured Parties, and hereby grants to the Secured Parties,
their successors and assigns, a security interest in, all of such Grantor's
right, title and interest in, to and under the Collateral and all hereinafter
acquired Collateral (the "Security Interest").


<PAGE>


                                                                               3

Section 2.2. No Assumption of Liability. The Security Interest is granted as
security only and shall not subject the Secured Parties to, or in any way alter
or modify, any obligation or liability of the Grantor with respect to or arising
out of the Collateral.

                  ARTICLE III. REPRESENTATIONS AND WARRANTIES

         The Grantor represents and warrants to the Secured Parties that:

Section 3.1. Title and Authority. The Grantor has good and valid rights in and
title to the Collateral with respect to which it has purported to grant a
security interest hereunder and has full power and authority to grant to the
Secured Parties the Security Interest and to execute, deliver and perform its
obligations in accordance with the terms of this Agreement, without the consent
or approval of any other Person other than any consent or approval which has
been obtained.

         Section 3.2. Filings; Actions to Achieve Perfection. Fully executed
Uniform Commercial Code financing statements (including fixture filings, as
applicable) or other appropriate filings, recordings or registrations containing
a description of the Collateral have been delivered to the Secured Parties for
filing in each United States governmental, municipal or other office specified
in Schedule A, which are all the filings, recordings and registrations that are
necessary to publish notice of and protect the validity of and to establish a
legal, valid and perfected security interest in favor of the Secured Parties in
respect of all Collateral in which the Security Interest may be perfected by
filing, recording or registration in the United States (or any political
subdivision thereof) and its territories and possessions, and no further or
subsequent filing, refiling, recording, rerecording, registration or
reregistration is necessary in any such jurisdiction, except as provided under
applicable law with respect to the filing of continuation statements or with
respect to the filing of amendments or new filings to reflect the change of the
Grantor's name, location, identity or corporate structure. The Grantor's name is
listed in the preamble of this Agreement identically to how it appears on its
certificate of incorporation or other organizational documents.

         Section 3.3. Validity and Priority of Security Interest. The Security
Interest constitutes (a) a legal and valid security interest in all the
Collateral securing the payment and performance of the Obligations, (b) subject
only to the filings described in Section 3.2 above and other previously
perfected security interests in the Collateral listed on Schedule 3.3 to this
Agreement ("Existing Liens"), a perfected security interest in all Collateral in
which a security interest may be perfected by filing, recording or registration
in the United States pursuant to the Uniform Commercial Code or other applicable
law in the United States (or any political subdivision thereof) and its
territories and possessions or any other country, state or nation (or any
political subdivision thereof). The Security Interest is and shall be
subordinate to any other Existing Lien on any of the Collateral.

         Section 3.4. Absence of Other Liens. The Grantor's Collateral is owned
by the Grantor free and clear of any Lien other than Existing Liens. Without
limiting the foregoing and except as set forth on Schedule 3.4 to this
Agreement, the Grantor has not filed or consented to any filing of any financing
statement or similar filing in favor of any Person other than the Secured
Parties, nor permitted the granting or assignment of a security interest or
permitted perfection of any security interest in the Collateral in favor of any
Person other than the Secured Parties. The


<PAGE>


                                                                               4

Grantor's having possession of all instruments, certificates and cash
constituting Collateral from time to time and the filing of financing statements
in the offices referred to in Schedule A hereto results in the perfection of
such security interest. Such Security Interest is, or in the case of Collateral
in which the Grantor obtain rights after the date hereof, will be, a perfected
security interest. Such notices, filings and all other action necessary or
desirable to perfect and protect such security interest have been duly taken.

         Section 3.5. Valid and Binding Obligation. This Agreement constitutes
the legal, valid and binding obligation of the Grantor, enforceable against the
Grantor in accordance with its terms, except (i) as limited by applicable
bankruptcy, insolvency, reorganization, moratorium, and other laws of general
application affecting enforcement of creditors' rights generally, (ii) as
limited by laws relating to the availability of specific performance, injunctive
relief, or other equitable remedies, and (iii) to the extent the indemnification
provisions contained in this Agreement may be limited by applicable federal or
state securities laws.

                             ARTICLE IV. COVENANTS

         Section 4.1. Change of Name; Location of Collateral; Place of Business,
State of Formation or Organization.

                  (a) The Grantor shall notify the Secured Parties in writing at
         least eleven (11) days prior to any change (i) in its corporate name or
         in any trade name used to identify it in the conduct of its business or
         in the ownership of its properties, (ii) in the location of its chief
         executive office, its principal place of business, any office in which
         it maintains books or records relating to Collateral owned by it
         (including the establishment of any such new office or facility), (iii)
         in its identity or corporate structure such that a filed filing made
         under the Uniform Commercial Code becomes misleading or (iv) in its
         Federal Taxpayer Identification Number. Furthermore, the Grantor shall
         not effect or permit any change referred to in the preceding sentence
         unless all filings have been made under the Uniform Commercial Code or
         otherwise that are required in order for the Secured Parties to
         continue at all times following such change to have a valid, legal and
         perfected security interest in all the Collateral subject to the
         Existing Liens.

                  (b) Without limiting Section 4.1(a), without the prior written
         consent of the Secured Parties in each instance, the Grantor shall not
         change its (i) principal residence, if it is an individual, (ii) place
         of business, if it has only one place of business and is not a
         Registered Organization, (iii) principal place of business, if it has
         more than one place of business and is not a Registered Organization,
         or (iv) state of incorporation, formation or organization, if it is a
         Registered Organization.

         Section 4.2. Records. The Grantor shall maintain, at its own cost and
expense, such complete and accurate records with respect to the Collateral owned
by it as is consistent with its current practices and in accordance with such
prudent and standard practices used in industries that are the same as or
similar to those in which the Grantor is engaged, but in any event to include
complete accounting records indicating all payments and proceeds received with
respect to any part of the Collateral, and, at such time or times as the Secured
Parties may reasonably request, promptly to prepare and deliver to the Secured
Parties a duly certified schedule or


<PAGE>


                                                                               5

schedules in form and detail satisfactory to the Secured Parties showing the
identity, amount and location of any and all Collateral.

         Section 4.3. Periodic Certification; Notice of Changes. In the event
there should at any time be any change in the information represented and
warranted herein or in the documents and instruments executed and delivered in
connection herewith, the Grantor shall immediately notify the Secured Parties in
writing of such change (this notice requirement shall be in extension of and
shall not limit or relieve the Grantor of any other covenants hereunder).

         Section 4.4. Protection of Security. The Grantor shall, at its own cost
and expense, take any and all actions reasonably necessary to defend title to
the Collateral against all persons and to defend the Security Interest of the
Secured Parties in the Collateral and the priority thereof against any Lien
other than the Existing Liens.

         Section 4.5. Inspection and Verification. The Secured Parties and such
persons as the Secured Parties may reasonably designate shall, upon reasonable
advanced notice and during normal business hours, have the right to inspect the
Collateral, all records related thereto (and to make extracts and copies from
such records) and the premises upon which any of the Collateral is located, to
discuss the Grantor's affairs with the officers of the Grantor and its
independent accountants and to verify under reasonable procedures the validity,
amount, quality, quantity, value, condition and status of, or any other matter
relating to, the Collateral, including, in the case of collateral in the
possession of any third Person, by contacting any account debtor or third Person
possessing such Collateral for the purpose of making such a verification.
Out-of-pocket expenses in connection with any inspections by representatives of
the Secured Parties shall be (a) the obligations of the Grantor with respect to
any inspection after the Secured Parties' demand payment of the Notes or (b) the
obligation of the Secured Parties in any other case.

         Section 4.6. Taxes; Encumbrances. At their option, the Secured Parties
may discharge, Liens other than Existing Liens at any time levied or placed on
the Collateral and may pay for the maintenance and preservation of the
Collateral to the extent the Grantor fails to do so and the Grantor shall
reimburse the Secured Parties on demand for any payment made or any expense
incurred by the Secured Parties pursuant to the foregoing authorization;
provided, however, that nothing in this Section shall be interpreted as excusing
the Grantor from the performance of, or imposing any obligation on the Secured
Parties to cure or perform, any covenants or other obligation of the Grantor
with respect to any Lien or maintenance or preservation of Collateral as set
forth herein.

         Section 4.7. Use and Disposition of Collateral. The Grantor shall not
make or permit to be made an assignment, pledge or hypothecation of any
Collateral or shall grant any other Lien in respect of the Collateral without
the prior written consent of the Secured Parties. The Grantor shall not make or
permit to be made any transfer of any Collateral other than with respect to
Existing Liens and other liens approved by the Secured Parties and the Grantor
shall remain at all times in possession of the Collateral owned by it except in
the ordinary course of business.

         Section 4.8. Insurance/Notice of Loss. Within a reasonable period of
time following the date of this Agreement, Grantor, at its own expense, shall
maintain or cause to be maintained insurance covering physical loss or damage to
the Collateral as described on Schedule 4.8 to this


<PAGE>


                                                                               6

Agreement. In extension of the foregoing and without limitation, such insurance
shall be payable to the Secured Parties as loss payee under a "standard" loss
payee clause, and the Secured Parties shall be listed as an "additional insured"
on Grantor's general liability insurance. Such insurance shall not be
terminated, cancelled or not renewed for any reason, including non-payment of
insurance premiums, unless the insurer shall have provided the Secured Parties
at least 30 days prior written notice. Grantor irrevocably makes, constitutes
and appoints the Secured Parties (and all officers, employees or agents
designated by the Secured Parties) as its true and lawful agent and
attorney-in-fact for the purpose, at any time following the Secured Parties'
demand for payment of the Notes during the continuance of an Event of Default,
of making, settling and adjusting claims in respect of Collateral under policies
of insurance, endorsing the name of Grantor on any check, draft, instrument or
other item of payment for the proceeds of such policies of insurance and for
making all determinations and decisions with respect thereto. In the event that
Grantor at any time or times shall fail to obtain or maintain any of the
policies of insurance required hereby or to pay any premium in whole or part
relating thereto, the Secured Parties may, without waiving or releasing any
obligation or liability of Grantor hereunder, in their sole discretion, obtain
and maintain such policies of insurance and pay such premium and take any other
actions with respect thereto as the Secured Parties reasonably deem advisable.
All sums disbursed by the Secured Parties in connection and in accordance with
this Section, including reasonable attorneys' fees, court costs, expenses and
other charges relating thereto, shall be payable upon demand, by Grantor to the
Secured Parties and shall be additional Obligations secured hereby. Grantor
shall promptly notify the Secured Parties if any material portion of the
Collateral owned or held by Grantor is damaged or destroyed. The proceeds of any
casualty insurance in respect of any casualty loss of any of the Collateral
shall (i) so long as the Secured Parties have not demanded payment of the Notes
during the continuance of an Event of Default, be disbursed to Grantor for
direct application by Grantor solely to the repair or replacement of Grantor's
property so damaged or destroyed, and (ii) in all other circumstances, be held
by the Secured Parties as cash collateral for the Obligations. The Secured
Parties may, at their sole option, disburse from time to time all or any part of
such proceeds so held as cash collateral, upon such terms and conditions as the
Secured Parties may reasonably prescribe, for direct application by the Secured
Parties solely to the repair or replacement of Grantor's property so damaged or
destroyed, or Grantor may apply all or any part of such proceeds to the
Obligations.

         Section 4.9. Legend. Grantor shall legend, in form and manner
satisfactory to the Secured Parties, its accounts and its books, records and
documents evidencing or pertaining thereto with an appropriate reference to the
fact that such accounts have been assigned to the Secured Parties and that the
Secured Parties have a security interest therein.

                ARTICLE V. FURTHER ASSURANCES; POWER OF ATTORNEY

         Section 5.1. Further Assurances. Grantor shall, at its own expense,
execute, acknowledge, deliver and cause to be duly filed all such further
instruments and documents and take all such actions as the Secured Parties may
from time to time reasonably request to better assure, preserve, protect and
perfect the Security Interest and the rights and remedies created hereby,
including the payment of any fees and taxes required in connection with the
execution and delivery of this Agreement, the granting of the Security Interest
and the filing of any financing statements (including fixture filings) or other
documents in connection herewith or therewith. If any amount payable under or in
connection with any of the Collateral shall be or


<PAGE>


                                                                               7

become evidenced by any promissory note or other instrument, such note or
instrument shall be immediately pledged and delivered to the Secured Parties,
duly endorsed in a manner satisfactory to the Secured Parties.

         Section 5.2. Power of Attorney.

         (a) Grantor hereby irrevocably (as a power coupled with an interest)
constitutes and appoints the Collateral Agent (as defined in Section 7.14
hereof) and all officers, employees or agents designated by the Collateral
Agent, its attorney-in-fact with full power of substitution, for the benefit of
the Secured Parties,

                  (i) to take all appropriate action and to execute all
         documents and instruments that may be necessary or desirable to
         accomplish the purposes of this Agreement, and without limiting the
         generality of the foregoing, Grantor hereby grants the power to file
         one or more financing statements (including fixture filings),
         continuation statements, filings with the United States Patent and
         Trademark Office or United States Copyright Office (or any successor
         office or any similar office in any other country) or other documents
         for the purpose of perfecting, confirming, continuing, enforcing or
         protecting the Security Interest granted by Grantor, without the
         signature of Grantor, and naming Grantor as debtor and the Collateral
         Agent and/or the Secured Parties as secured party; and

                  (ii) at any time following the Secured Parties' demand for
         payment of the Notes during the continuance of an Event of Default (i)
         to receive, endorse, assign and/or deliver any and all notes,
         acceptances, checks, drafts, money orders or other evidences of payment
         relating to the Collateral or any part thereof; (ii) to demand,
         collect, receive payment of, give receipt for and give discharges and
         releases of all or any of the Collateral; (iii) to sign the name of
         Grantor on any invoice or bill of lading relating to any of the
         Collateral; (iv) to send verifications of accounts to any account
         debtor or any other Person liable for an account; (v) to commence and
         prosecute any and all suits, actions or proceedings at law or in equity
         in any court of competent jurisdiction to collect or otherwise realize
         on all or any of the Collateral or to enforce any rights in respect of
         any Collateral; (vi) to settle, compromise, compound, adjust or defend
         any actions, suits or proceeding relating to all or any of the
         Collateral; and (vii) to use, sell, assign, transfer, pledge, make any
         agreement with respect to or otherwise deal with all or any of the
         Collateral, and to do all other acts and things necessary to carry out
         the purposes of this Agreement, as fully and completely as though the
         Secured Parties were the absolute owner of the Collateral for all
         purposes; provided, however, that nothing herein contained shall be
         construed as requiring or obligating the Secured Parties to make any
         commitment or to make any inquiry as to the nature or sufficiency of
         any payment received by the Secured Parties, or to present or file any
         claim or notice, or to take any action with respect to the Collateral
         or any part thereof or the moneys due or to become due in respect
         thereof or any property covered thereby, and no action taken or omitted
         to be taken by the Secured Parties with respect to the Collateral or
         any part thereof shall give rise to any defense, counterclaim or offset
         in favor of Grantor or to any claim or action against the Secured
         Parties.


<PAGE>


                                                                               8

         (b) The provisions of this Article shall in no event relieve Grantor of
any of its obligations hereunder with respect to the Collateral or any part
thereof or impose any obligation on the Secured Parties to proceed in any
particular manner with respect to the Collateral or any part thereof, or in any
way limit the exercise by the Secured Parties of any other or further right
which it may have on the date of this Agreement or hereafter, whether hereunder,
by law or otherwise.

                              ARTICLE VI. REMEDIES

         Section 6.1. Remedies upon Default.

                  (a) Upon the occurrence and during the continuance of an Event
         of Default, Grantor agrees to deliver each item of its Collateral to
         the Secured Parties on demand, and it is agreed that the Secured
         Parties shall have the right to take any of or all the following
         actions at the same or different times (but at all times subject to any
         Existing Liens): with or without legal process and with or without
         prior notice or demand for performance, to take possession of the
         Collateral and without liability for trespass to enter any premises
         where the Collateral may be located for the purpose of taking
         possession of or removing the Collateral, exercise Grantor's right to
         bill and receive payment for completed work and, generally, to exercise
         any and all rights afforded to a secured party under the Uniform
         Commercial Code or other applicable law. Without limiting the
         generality of the foregoing, Grantor agrees that the Secured Parties
         shall have the right, subject to the mandatory requirements of
         applicable law, to sell or otherwise dispose of all or any part of the
         Collateral, at public or private sale or at any broker's board or on
         any securities exchange, for cash, upon credit or for future delivery
         as the Secured Parties shall deem appropriate. The Secured Parties
         shall be authorized at any such sale (if it deems it advisable to do
         so) to restrict the prospective bidders or purchasers to persons who
         will represent and agree that they are purchasing the Collateral for
         their own account for investment and not with a view to the
         distribution or sale thereof, and upon consummation of any such sale
         the Secured Parties shall have the right to assign, transfer and
         deliver to the purchaser or purchasers thereof the Collateral so sold.
         Each such purchaser at any such sale shall hold the property sold
         absolutely, free from any claim or right on the part of Grantor, and
         Grantor hereby waives (to the extent permitted by law) all rights of
         redemption, stay and appraisal which Grantor now has or may at any time
         in the future have under any rule of law or statute now existing or
         hereafter enacted.

                  (b) The Secured Parties shall give Grantor ten (10) days'
         written notice (which Grantor agrees is reasonable notice within the
         meaning of Section 9-504(3) of the Uniform Commercial Code) of the
         Secured Parties' intention to make any sale of Collateral. Such notice,
         in the case of a public sale, shall state the time and place for such
         sale and, in the case of a sale at a broker's board or on a securities
         exchange, shall state the board or exchange at which such sale is to be
         made and the day on which the Collateral, or portion thereof, will
         first be offered for sale at such board or exchange. Any such public
         sale shall be held at such time or times within ordinary business hours
         and at such place or places as the Secured Parties may fix and state in
         the notice (if any) of such sale. At any such sale, the Collateral, or
         portion thereof, to be sold may be sold in one lot as an entirety or in
         separate parcels, as the Secured Parties may (in their sole and
         absolute discretion) determine. The Secured Parties shall not be
         obligated to make


<PAGE>


                                                                               9

         any sale of any Collateral if it shall determine not to do so,
         regardless of the fact that notice of sale of such Collateral shall
         have been given. The Secured Parties may, without notice or
         publication, adjourn any public or private sale or cause the same to be
         adjourned from time to time by announcement at the time and place fixed
         for sale, and such sale may, without further notice, be made at the
         time and place to which the same was so adjourned. In case any sale of
         all or any part of the Collateral is made on credit or for future
         delivery, the Collateral so sold may be retained by the Secured Parties
         until the sale price is paid by the purchaser or purchasers thereof,
         but the Secured Parties shall not incur any liability in case any such
         purchaser or purchasers shall fail to take up and pay for the
         Collateral so sold and, in case of any such failure, such Collateral
         may be sold again upon like notice. At any public (or, to the extent
         permitted by law, private) sale made pursuant to this Section, the
         Secured Parties may bid for or purchase, free (to the extent permitted
         by law) from any right of redemption, stay, valuation or appraisal on
         the part of Grantor (all said rights being also hereby waived and
         released to the extent permitted by law), the Collateral or any part
         thereof offered for sale and may make payment on account thereof by
         using any claim then due and payable to the Secured Parties from
         Grantor as a credit against the purchase price, and the Secured Parties
         may, upon compliance with the terms of sale, hold, retain and dispose
         of such property without further accountability to Grantor therefor.
         For purposes hereof, a written agreement to purchase the Collateral or
         any portion thereof shall be treated as a sale thereof; the Secured
         Parties shall be free to carry out such sale pursuant to such agreement
         and Grantor shall not be entitled to the return of the Collateral or
         any portion thereof subject thereto, notwithstanding the fact that
         after the Secured Parties shall have entered into such an agreement all
         Obligations have been paid in full. As an alternative to exercising the
         power of sale herein conferred upon it, the Secured Parties may proceed
         by a suit or suits at law or in equity to foreclose this Agreement and
         to sell the Collateral or any portion thereof pursuant to a judgment or
         decree of a court or courts having competent jurisdiction or pursuant
         to a proceeding by a court-appointed receiver.

         Section 6.2. Application of Proceeds. The Secured Parties shall apply
the proceeds of any collection or sale of the Collateral, as well as any
Collateral consisting of cash, as follows:

                  (a) FIRST, to the payment of all reasonable costs and expenses
incurred by the Secured Parties in connection with such collection or sale or
otherwise in connection with this Agreement or any of the Obligations, including
all court costs and the fees and expenses of its agents and legal counsel, and
any other costs or expenses incurred in connection with the exercise of any
right or remedy hereunder, under the Purchase Agreement, the Notes and the other
Transaction Documents;

                  (b) SECOND, to the payment in full of the Obligations; and

                  (c) THIRD, to Grantor, its successors or assigns, or to
whomsoever may be lawfully entitled to receive the same, or as a court of
competent jurisdiction may otherwise direct.

         Subject to the foregoing, the Secured Parties shall have absolute
discretion as to the time of application of such proceeds, moneys or balances in
accordance with this Agreement. Upon any sale of the Collateral by the Secured
Parties (including pursuant to a power of sale granted


<PAGE>


                                                                              10

by statute or under a judicial proceeding), the receipt of any such proceeds,
moneys or balances by the Secured Parties or of the officer making the sale
shall be a sufficient discharge to the purchaser or purchasers of the Collateral
so sold and such purchaser or purchasers shall not be obligated to see to the
application of any part of the purchase money paid over to the Secured Parties
or such officer or be answerable in any way for the misapplication thereof.

         Section 6.3. Grant of License to Use Intellectual Property. For the
purpose of enabling the Secured Parties to exercise rights and remedies under
this Article at such time as the Secured Parties shall be lawfully entitled to
exercise such rights and remedies, Grantor hereby grants to the Secured Parties
an irrevocable, non-exclusive license (exercisable without payment of royalty or
other compensation to Grantor) to use, license or sub-license any of the
Collateral consisting of intellectual property now owned or hereafter acquired
by Grantor, and wherever the same may be located, and including in such license
reasonable access to all media in which any of the licensed items may be
recorded or stored and to all computer software and programs used for the
compilation or printout thereof. The use of such license by the Secured Parties
may be exercised, at the option of the Secured Parties, only following the
Secured Parties' demand for payment of the Notes during the continuance of an
Event of Default.

                           ARTICLE VII. MISCELLANEOUS

         Section 7.1. Notices. All communications and notices hereunder to the
Grantor and to the Secured Parties shall (except as otherwise expressly
permitted herein) be in writing and delivered to the Grantor or the Secured
Parties, as the case may be, as provided in the Purchase Agreement.

         Section 7.2. Security Interest Absolute. All rights of the Secured
Parties hereunder, the Security Interest and all obligations of Grantor
hereunder shall be absolute and unconditional irrespective of (a) any lack of
validity or enforceability of the Purchase Agreement, the Notes, any Transaction
Document or any agreement with respect to any of the Obligations or any other
agreement or instrument relating to any of the foregoing, (b) any change in the
time, manner or place of payment of, or in any other term of, all or any of the
Obligations, or any other amendment or waiver of or any consent to any departure
from the Purchase Agreement, the Notes, any Transaction Document or any other
agreement or instrument, (c) any exchange, release or non-perfection of any Lien
on other collateral, or any release or amendment or waiver of or consent under
or departure from any guarantee, securing or guaranteeing all or any of the
Obligations, or (d) any other circumstance that might otherwise constitute a
defense available to, or a discharge of, Grantor in respect of the Obligations
or this Agreement.

         Section 7.3. Survival of Agreement. All covenants, agreements,
representations and warranties made by Grantor herein and in the certificates or
other instruments prepared or delivered in connection with or pursuant to this
Agreement shall be considered to have been relied upon by the Secured Parties
and shall survive the making of the loan and the execution and delivery to the
Secured Parties of the Notes, regardless of any investigation made by the
Secured Parties or on their behalf; and shall continue in full force and effect
until this Agreement shall terminate.

         Section 7.4. Binding Effect; Several Agreement; Successors and Assigns.
This Agreement shall become effective as to Grantor when a counterpart hereof
executed on behalf of


<PAGE>


                                                                              11

Grantor shall have been delivered to the Secured Parties and a counterpart
hereof shall have been executed on behalf of the Secured Parties, and thereafter
shall be binding upon Grantor and the Secured Parties and their respective
successors and assigns, and shall inure to the benefit of Grantor, the Secured
Parties and their respective successors and assigns, except that Grantor shall
not have the right to assign or transfer its rights or obligations hereunder or
any interest herein or in the Collateral (and any such assignment or transfer
shall be void) except as expressly contemplated by this Agreement, the Purchase
Agreement, the Notes or the other Transaction Documents.

         Section 7.5. Secured Parties' Fees and Expense; Indemnification.

                  (a) Grantor agrees to pay upon demand to the Secured Parties
         the amount of any and all reasonable expenses, including all reasonable
         fees, disbursements and other charges of its counsel and of any experts
         or agents, which the Secured Parties may incur in connection with (i)
         the administration of this Agreement (including the customary fees and
         charges of the Secured Parties for any audits conducted by them or on
         their behalf with respect to the accounts inventory), (ii) the custody
         or preservation of, or the sale of, collection from or other
         realization upon any of the Collateral, (iii) the exercise, enforcement
         or protection of any of the rights of the Secured Parties hereunder or
         (iv) the failure of Grantor to perform or observe any of the provisions
         hereof.

                  (b) Grantor agrees to indemnify the Secured Parties and the
         agent, contractors and employees of the Secured Parties (collectively,
         the "Indemnitees") against, and hold each of them harmless from, any
         and all losses, claims, damages, liabilities and related expenses,
         including reasonable fees, disbursements and other charges of counsel,
         incurred by or asserted against any of them arising out of, in any way
         connected with, or as a result of, the execution, delivery, or
         performance of this Agreement or any agreement or instrument
         contemplated hereby or any claim, litigation, investigation or
         proceeding relating hereto or to the Collateral, whether or not any
         Indemnitee is a party thereto; provided that such indemnity shall not,
         as to any Indemnitee, be available to the extent that such losses,
         claims, damages, liabilities or related expenses are determined by a
         court of competent jurisdiction by final and nonappealable judgment to
         have resulted from the gross negligence or willful misconduct of such
         Indemnitee.

                  (c) Any such amounts payable as provided hereunder shall be
         additional Obligations secured hereby. The provisions of this Section
         shall remain operative and in full force and effect regardless of the
         termination of this Agreement, the Purchase Agreement, the Notes or the
         other Transaction Documents, the consummation of the transactions
         contemplated hereby, the repayment of any of the Obligations, the
         invalidity or unenforceability of any term or provision of this
         Agreement, the Purchase Agreement, the Notes or the other Transaction
         Documents, or any investigation made by or on behalf of the Secured
         Parties. All amounts due under this Section shall be payable on written
         demand therefor.

         Section 7.6. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT
GIVING EFFECT TO ANY OF THE CONFLICTS OF LAW PRINCIPLES WHICH WOULD RESULT IN
THE APPLICATION OF THE SUBSTANTIVE


<PAGE>


                                                                              12

LAW OF ANOTHER JURISDICTION. THIS AGREEMENT SHALL NOT BE INTERPRETED OR
CONSTRUED WITH ANY PRESUMPTION AGAINST THE PARTY CAUSING THIS AGREEMENT TO BE
DRAFTED.

         Section 7.7. Waivers; Amendment.

                  (a) No failure or delay of the Secured Parties in exercising
any power or right hereunder shall operate as a waiver thereof, nor shall any
single or partial exercise of any such right or power, or any abandonment or
discontinuance of steps to enforce such a right or power, preclude any other or
further exercise thereof or the exercise of any other right or power. The rights
and remedies of the Secured Parties hereunder and under the Purchase Agreement
are cumulative and are not exclusive of any rights or remedies that they would
otherwise have. No waiver of any provisions of this Agreement, the Purchase
Agreement, the Notes or the other Transaction Documents or consent to any
departure by Grantor therefrom shall in any event be effective unless the same
shall be permitted by paragraph (b) below, and then such waiver or consent shall
be effective only in the specific instance and for the purpose for which given.
No notice to or demand on Grantor in any case shall entitle Grantor to any other
or further notice or demand in similar or other circumstances.

                  (b) Neither this Agreement nor any provision hereof may be
waived, amended or modified except pursuant to an agreement or agreements, in
writing entered into by the Secured Parties and Grantor.

         Section 7.8. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL
BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF,
UNDER OR IN CONNECTION WITH THIS AGREEMENT, THE PURCHASE AGREEMENT OR THE NOTES.
EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD
NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B)
ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER
INTO THIS AGREEMENT, THE PURCHASE AGREEMENT AND THE NOTES, AS APPLICABLE, BY,
AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

         Section 7.9. Severability. In the event any one or more of the
provisions contained in this Agreement should be held invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions contained herein shall not in any way be affected or
impaired thereby (it being understood that the invalidity of a particular
provision in a particular jurisdiction shall not in and of itself affect the
validity of such provision in any other jurisdiction). The parties shall
endeavor in good-faith negotiations to replace the invalid, illegal or
unenforceable provisions with valid provisions the economic effect of which
comes as close as possible to that of the invalid, illegal or unenforceable
provisions.

         Section 7.10. Counterparts. This Agreement may be executed in two or
more counterparts, each of which shall constitute an original but all of which
when taken together shall


<PAGE>


                                                                              13

constitute but one contract. Each party shall be entitled to rely on a facsimile
signature of any other party hereunder as if it were an original.

         Section 7.11. Jurisdiction; Consent to Service of Process.

                  (a) Grantor hereby irrevocably and unconditionally submits,
         for itself and its property, to the nonexclusive jurisdiction of any
         New York State court or Federal court of the United States of America
         sitting in New York City, and any appellate court from any thereof, in
         any action or proceeding arising out of or relating to this Agreement,
         the Purchase Agreement or the Notes, or for recognition or enforcement
         of any judgment, and each of the parties hereto hereby irrevocably and
         unconditionally agrees that all claims in respect of any such action or
         proceeding may be heard and determined in such New York State or, to
         the extent permitted by law, in such Federal court. Each of the parties
         hereto agrees that a final judgment in any such action or proceeding
         shall be conclusive and may be enforced in other jurisdictions by suit
         on the judgment or in any other manner provided by law. Nothing in this
         Agreement shall affect any right that the Secured Parties may otherwise
         have to bring any action or proceeding relating to this Agreement, the
         Purchase Agreement, the Notes or the other Transaction Documents
         against Grantor or its properties in the courts of any jurisdiction.

                  (b) Grantor hereby irrevocably and unconditionally waives, to
         the fullest extent it may legally and effectively do so, any objection
         which it may now or hereafter have to the laying of venue of any suit,
         action or proceeding arising out of or relating to this Agreement, the
         Purchase Agreement, the Notes or the other Transaction Documents in any
         New York State or Federal court. Each of the parties hereto hereby
         irrevocably waives, to the fullest extent permitted by law, the defense
         of an inconvenient forum to the maintenance of such action or
         proceeding in any such court.

                  (c) Each party to this Agreement irrevocably consents to
         service of process in the manner provided for notices in Section 7.1.
         Nothing in this Agreement will affect the right of any party to this
         Agreement to process in any other manner permitted by law.

         Section 7.12. Termination. This Agreement and the Security Interest
shall terminate when all the Obligations have been paid in full, at which time
the Secured Parties shall execute and deliver to Grantor, at Grantor's expense,
all Uniform Commercial Code termination statements and similar documents which
Grantor shall reasonably request to evidence such termination. Any execution and
delivery of termination statements or documents pursuant to this Section shall
be without recourse to or warranty by the Secured Parties.

         Section 7.13. Prejudgment Remedy Waiver. Grantor acknowledges that this
Agreement, the Purchase Agreement, the Notes and the other Transaction Documents
evidence a commercial transaction and that it could, under certain circumstances
have the right, to notice of and hearing on the right of the Secured Parties to
obtain a prejudgment remedy, such as attachment, garnishment and/or replevin,
upon commencing any litigation against Grantor. Notwithstanding, Grantor hereby
waives all rights to notice, judicial hearing or prior court order to which it
might otherwise have the right under any state or federal statute or
constitution in connection with the obtaining by the Secured Parties of any
prejudgment remedy by reason of this Agreement, the Purchase Agreement, the
Notes, the other Transaction Documents or by reason of the


<PAGE>


                                                                              14

Obligations or any renewals or extensions of the same. Grantor also waives any
and all objection which it might otherwise assert, now or in the future, to the
exercise or use by the Secured Parties of any right of setoff, repossession or
self help as may presently exist under statute or common law.

         Section 7.14. Collateral Agent.

                  (a) Each Secured Party hereby appoints Bush Ross, P.A. (the
"Collateral Agent") as the Collateral Agent hereunder and each Secured Party
authorizes the Collateral Agent to take such action as agent on its behalf and
to exercise such powers under this Agreement and the other Transaction Documents
as are delegated to the Collateral Agent under such agreements and to exercise
such powers as are reasonably incidental thereto. Without limiting the
foregoing, each Secured Party hereby authorizes the Collateral Agent to execute
and deliver, and to perform its obligations under, each of the documents to
which the Collateral Agent is a party relating to security for the obligations
under the Notes, to exercise all rights, powers and remedies that the Collateral
Agent may have under such Transaction Documents and, in the case of the
Transaction Documents, to act as agent for the Secured Parties under such
Transaction Documents.

                  (b) As to any matters not expressly provided for by this
Agreement and the other document relating thereto (including enforcement or
collection), the Collateral Agent shall not be required to exercise any
discretion or take any action, but shall be required to act or to refrain from
acting (and shall be fully protected in so acting or refraining from acting)
upon the instructions of the Secured Parties, and such instructions shall be
binding upon all Secured Parties; provided, however, that the Collateral Agent
shall not be required to take any action that (i) the Collateral Agent in good
faith believes exposes it to personal liability unless the Collateral Agent
receives an indemnification satisfactory to it from the Secured Parties with
respect to such action or (ii) is contrary to this Agreement or applicable law.
The Collateral Agent agrees to give to each Secured Party prompt notice of each
notice given to it by the Company pursuant to the terms of this Agreement or the
other Transaction Documents. If the Collateral Agent receives conflicting
instructions from the Secured Parties it will not be required to act until it
receives instructions from the Secured Parties holding a majority of the Notes
(calculated in dollar amounts rather than noteholders).

                  (c) In performing its functions and duties hereunder and under
the Transaction Documents and the other documents required to be executed or
delivered in connection therewith, the Collateral Agent is acting solely on
behalf of the Secured Parties and its duties are entirely administrative in
nature. The Collateral Agent does not assume and shall not be deemed to have
assumed any obligation other than as expressly set forth herein, in the
Transaction Documents and any other documents required to be executed or
delivered in connection therewith related hereto or any other relationship as
the agent, fiduciary or trustee of or for any Secured Party or holder of any
other obligation under this Agreement or the Notes. The Collateral Agent may
perform any of its duties under any Transaction Document by or through its
agents or employees.

                  (d) None of the Collateral Agent, any of its affiliates or any
of their respective directors, officers, agents or employees shall be liable for
any action taken or omitted to be taken


<PAGE>


                                                                              15

by it, him, her or them under or in connection with this Agreement or the other
Transaction Documents, except for its, his, her or their own gross negligence or
willful misconduct.

                  (e) Each Secured Party acknowledges that it shall,
independently and without reliance upon the Collateral Agent or any other
Secured Party conduct its own independent investigation of the financial
condition and affairs of the Company and its Subsidiaries in connection with the
issuance of the Securities. Each Secured Party also acknowledges that it shall,
independently and without reliance upon the Collateral Agent or any other
Secured Party and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under this Agreement and other Transaction Documents. For
avoidance of doubt, each Secured Party represents that it has had no contact
with the Collateral Agent; that the Collateral Agent has had no role in the
negotiation or preparation of the Transaction Documents and was contacted after
such negotiations and documents were finalized for the purpose of serving solely
in the administrative role of Collateral Agent under this Agreement.

                  (f) Each Secured Party agrees to indemnify the Collateral
Agent and each of its affiliates, and each of their respective directors,
officers, employees, agents and advisors (to the extent not reimbursed by the
Borrower), from any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses and disbursements
(including fees, expenses and disbursements of financial and legal advisors) of
any kind or nature whatsoever that may be imposed on, incurred by, or asserted
against, the Collateral Agent or any of its affiliates, directors, officers,
employees, agents and advisors in any way relating to or arising out of this
Agreement or the other Transaction Documents or any action taken or omitted by
the Collateral Agent under this Agreement or the document related thereto;
provided, however, that no Secured Party shall be liable for any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements resulting from the Collateral Agent's or such
Affiliate's gross negligence or willful misconduct.

                  (g) The Collateral Agent may resign at any time by giving
written notice thereof to the Secured Parties and the Company. Upon any such
resignation, the Secured Parties shall have the right to appoint a successor
Collateral Agent. If no successor Collateral Agent shall have been so appointed
by the Secured Parties, and shall have accepted such appointment, within 30 days
after the retiring Collateral Agent's giving of notice of resignation, then the
retiring Collateral Agent may, on behalf of the Secured Parties, appoint a
successor Collateral Agent, selected from among the Secured Parties. Upon the
acceptance of any appointment as Collateral Agent by a successor Collateral
Agent, such successor Collateral Agent shall succeed to, and become vested with,
all the rights, powers, privileges and duties of the retiring Collateral Agent,
and the retiring Collateral Agent shall be discharged from its duties and
obligations under this Agreement, the Transaction Documents and any other
documents required to be executed or delivered in connection therewith. Prior to
any retiring Collateral Agent's resignation hereunder as Collateral Agent, the
retiring Collateral Agent shall take such action as may be reasonably necessary
to assign to the successor Collateral Agent its rights as Collateral Agent under
the Transaction Documents. After such resignation, the retiring Collateral Agent
shall continue to have the benefit of this Agreement as to any actions taken or
omitted to be taken by it while it was Collateral Agent under this Agreement,
the Transaction Documents and any other documents required to be executed or
delivered in connection therewith.


<PAGE>


                                                                              16

                  (h) Each Secured Party agrees that any action taken by the
Collateral Agent in accordance with the provisions of this Agreement or of the
other document relating thereto, and the exercise by the Collateral Agent or the
Secured Parties of the powers set forth herein or therein, together with such
other powers as are reasonably incidental thereto, shall be authorized and
binding upon all of the Secured Parties.

                  (i) Each of the Secured Parties hereby directs, in accordance
with the terms hereof, the Collateral Agent to release (or in the case of clause
(ii) below, release or subordinate) any Lien held by the Collateral Agent for
the benefit of the Secured Parties against any of the following: (i) all of the
Collateral upon payment and satisfaction in full of all obligations under the
Notes and all other obligations under the Transaction Documents that the
Collateral Agent has been notified in writing are then due and payable; (ii) any
assets that are subject to a Lien permitted by Section 3.2); and (iii) any part
of the Collateral sold or disposed of by the Company or any Subsidiary if such
sale or disposition is permitted by this Agreement and the Notes (or permitted
pursuant to a waiver or consent of a transaction otherwise prohibited by this
Agreement and the Notes). Each of the Secured Parties hereby directs the
Collateral Agent to execute and deliver or file such termination and partial
release statements and do such other things as are necessary to release Liens to
be released pursuant to this Section 7.14 promptly upon the effectiveness of any
such release.

                  (j) The contact information for the Collateral Agent is: Bush
Ross, P.A., 220 S. Franklin Street, Tampa, FL 33602, Attention: John Giordano.
The fax number for Bush Ross, P.A. is (813) 223-9620 and the E-mail address is
jgiordano@bushross.com. The telephone number for Bush Ross, P.A. is (813)
224-9255.

                  (k)  The Collateral Agent:

                            (i) shall not be responsible in any manner for the
                   validity, correctness or sufficiency of any document or
                   instrument received by or made available to it, in its
                   capacity as Collateral Agent hereunder.

                            (ii) shall be entitled to act upon any written
                   certificate, statement, notice, demand, request, consent,
                   agreement or other instrument whatever, not only in reliance
                   upon its due execution and the validity and effectiveness of
                   its provisions, but also as to the accuracy and completeness
                   of any information therein contained, which the Collateral
                   Agent shall in good faith believe to be genuine and to have
                   been signed or presented by any authorized person.

                            (iii) shall be entitled to request and receive from
                   any party hereto such documents in addition to those provided
                   for herein as the Collateral Agent may deem necessary to
                   resolve any questions of fact involved in the administration
                   of its duties hereunder.

                            (iv) may, at the expense of the remaining parties,
                   consult independent counsel of its choice in respect to any
                   question relating


<PAGE>


                                                                              17

                  to its duties or responsibilities under this Agreement, and
                  shall not be liable for any action taken or omitted in good
                  faith on advice of such counsel.

                            (v) shall be under no obligation to advance any
                   monetary sum in connection with the maintenance or
                   administration of this Agreement, to institute or defend any
                   action, suit or legal proceeding in connection herewith, or
                   to take any other action likely to involve the Collateral
                   Agent in expense, unless first indemnified by the remaining
                   parties to the Collateral Agent's satisfaction.

                            (vi) shall not be bound by any amendment to this
                   Agreement or by any other such amendment or agreement unless
                   the same shall have been executed by the Collateral Agent.

                            (vii) shall have only such duties and
                   responsibilities as are expressly set forth in this Agreement
                   in the performance of its obligations hereunder.

                            (viii) shall be indemnified and held harmless by the
                   remaining parties against any and all liabilities incurred by
                   it hereunder (including all costs, expenses and fees incurred
                   in defending any legal action or administrative proceeding or
                   in resisting any claim), except for those resulting from its
                   own willful misconduct or gross negligence.

                            (ix) may, if it becomes uncertain concerning its
                   rights and responsibilities with respect to its duties or if
                   it receives instructions with respect to the Collateral that
                   it believes to be in conflict with this Agreement or is
                   advised that a dispute has arisen with respect to its duties
                   under this Agreement, without liability, refrain from taking
                   any action until it is directed otherwise in a writing signed
                   by all of the Secured Parties or by an order of a court of
                   competent jurisdiction. The Collateral Agent is not obligated
                   to institute or defend any legal proceedings, although it
                   may, in its sole discretion and at the remaining parties'
                   expense, institute or defend such proceedings (including
                   proceedings seeking a declaratory judgment) and join
                   interested parties.

                           (x) The Collateral Agent will be paid a fee of $3,000
                  for its agreement to serve as the Collateral Agent. This fee
                  is payable upon the execution of this Agreement.


<PAGE>


                                                                              18

                            [SIGNATURE PAGE FOLLOWS]


<PAGE>


         IN WITNESS WHEREOF, the parties have duly executed this Security
Agreement as of the day and year first written above.

                                         REMOTE DYNAMICS, INC.



                                         By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                         SECURED PARTY:



                                         By:
                                            ------------------------------------
                                            Name:
                                            Title:


ACKNOWLEDGED AND AGREED:

COLLATERAL AGENT:


By:
----------------------------------
Name:
Title:


<PAGE>


                                                                              20

                                    EXHIBIT A
                                 SECURED PARTIES


                           [SEE ATTACHED SPREADSHEET]


<PAGE>


                                                                              21

                                   SCHEDULE A
        STATE OF INCORPORATION; CHIEF EXECUTIVE OFFICE; FILING LOCATIONS

State of Incorporation:
-----------------------
Delaware

Chief Executive Office:
-----------------------
1155 Kas Drive, Suite 100
Richardson, Texas 75081

Filing Locations:
-----------------
Secretary of State of the State of Delaware


<PAGE>


                                                                              22

                                  SCHEDULE 3.3
                                 EXISTING LIENS


<PAGE>


                                                                              23

                                  SCHEDULE 3.4
                             ABSENCE OF OTHER LIENS


<PAGE>


                                                                              24

                                  SCHEDULE 4.8
                                   INSURANCE
<PAGE>

                                                                  EXECUTION COPY

                                   EXHIBIT F
                                     FORM OF
                                ESCROW AGREEMENT

                  THIS ESCROW AGREEMENT (this "Agreement") is made as of
February __, 2006, by and among Remote Dynamics, Inc., a Delaware corporation
(the "Company"), the purchasers signatory hereto (each a "Purchaser" and
together the "Purchasers"), Midtown Partners & Co., LLC (the "Placement Agent")
and Kramer Levin Naftalis & Frankel LLP, with an address at 1177 Avenue of the
Americas, New York, New York 10036 (the "Escrow Agent"). Capitalized terms used
but not defined herein shall have the meanings set forth in the Purchase
Agreement (as defined below).

                                   WITNESSETH:

                  WHEREAS, the Purchasers will be purchasing from the Company
series A senior secured convertible promissory notes (the "Notes"), convertible
into shares of the Company's common stock, par value $.01 per share, pursuant to
a Note and Warrant Purchase Agreement dated as of the date hereof by and among
the Company and the Purchasers (the "Purchase Agreement");

                  WHEREAS, the Company and the Purchasers have requested that
the Escrow Agent hold the subscription amounts with respect to the purchase of
the Notes in escrow until the Escrow Agent has received all closing documents
and deliveries required under Article IV of the Purchase Agreement; and

                  NOW, THEREFORE, in consideration of the covenants and mutual
promises contained herein and other good and valuable consideration, the receipt
and legal sufficiency of which are hereby acknowledged and intending to be
legally bound hereby, the parties agree as follows:

                                    ARTICLE 1

                               TERMS OF THE ESCROW

                  1.1. The parties hereby agree to establish an escrow account
with the Escrow Agent whereby the Escrow Agent shall hold the funds for the
purchase of the Notes as contemplated by the Purchase Agreement.

                  1.2. Upon the Escrow Agent's receipt of the aggregate
subscription amounts into its master escrow account, together with copies of
counterpart signature pages of the Transaction Documents from each Purchaser and
the Company and all other closing documents and deliveries required under
Article IV of the Purchase Agreement, it shall advise the Company and the
Placement Agent, or their designated attorney or agent, of the amount of funds
it has received into its master escrow account.



                                       1
<PAGE>


                  1.3. Wire transfers to the Escrow Agent shall be made as
follows:

                       Bank:         Citibank, N.A.
                                     666 Fifth Avenue
                                     New York, NY 10103
                       ABA No.:      021000089
                       Account Name: Kramer Levin Naftalis & Frankel LLP IOLA
                                     Account
                       Account No.:  37317968
                       Reference:    Remote Dynamics, Inc. / Midtown Partners

                  1.4. The Company and the Placement Agent, promptly after being
advised by the Escrow Agent that it has received the subscription amounts for
the Closing, copies of counterpart signature pages of the Transaction Documents
from each Purchaser and the Company and all other closing documents and
deliveries required under Article IV of the Purchase Agreement, shall deliver to
the Escrow Agent a Release Notice, in the form attached hereto as Exhibit A (the
"Release Notice").

                  1.5. Once the Escrow Agent receives the Release Notice
executed by the Company and the Placement Agent, the Escrow Agent shall wire the
subscription proceeds per the written instructions of the Company and the
Placement Agent, net of fees, expenses and any other disbursements as set forth
in the Release Notice.

                  1.6. Wire transfers to the Company shall be made pursuant to
written instructions from the Company provided to the Escrow Agent.

                  1.7. In the event that the Closing does not occur within ten
(10) business days of the date of this Agreement, upon the written request from
a Purchaser to the Escrow Agent, the Escrow Agent shall promptly return the
subscription proceeds to each Purchaser pursuant to written wire instructions to
be delivered by such Purchaser to the Escrow Agent.

                                    ARTICLE 2

                                  MISCELLANEOUS

                  2.1. No waiver or any breach of any covenant or provision
herein contained shall be deemed a waiver of any preceding or succeeding breach
thereof, or of any other covenant or provision herein contained. No extension of
time for performance of any obligation or act shall be deemed an extension of
the time for performance of any other obligation or act.

                  2.2. All notices or other communications required or permitted
hereunder shall be in writing, and shall be sent as set forth in the Purchase
Agreement.

                  2.3. This Escrow Agreement shall be binding upon and shall
inure to the benefit of the permitted successors and permitted assigns of the
parties hereto.



                                       2
<PAGE>


                  2.4. This Escrow Agreement is the final expression of, and
contains the entire agreement between, the parties with respect to the subject
matter hereof and supersedes all prior understandings with respect thereto. This
Escrow Agreement may not be modified, changed, supplemented or terminated, nor
may any obligations hereunder be waived, except by written instrument signed by
the parties to be charged or by its agent duly authorized in writing or as
otherwise expressly permitted herein.

                  2.5. Whenever required by the context of this Escrow
Agreement, the singular shall include the plural and masculine shall include the
feminine. This Escrow Agreement shall not be construed as if it had been
prepared by one of the parties, but rather as if both parties had prepared the
same. Unless otherwise indicated, all references to Articles are to this Escrow
Agreement.

                  2.6. The parties hereto expressly agree that this Escrow
Agreement shall be governed by, interpreted under and construed and enforced in
accordance with the laws of the State of New York, without regard to conflicts
of law principles that would result in the application of the substantive laws
of another jurisdiction. Any action to enforce, arising out of, or relating in
any way to, any provisions of this Escrow Agreement shall only be brought in a
state or Federal court sitting in New York City, Borough of Manhattan.

                  2.7. The Escrow Agent's duties hereunder may be altered,
amended, modified or revoked only by a writing signed by the Company, each
Purchaser and the Escrow Agent.

                  2.8. The Escrow Agent shall be obligated only for the
performance of such duties as are specifically set forth herein and may rely and
shall be protected in relying or refraining from acting on any instrument
reasonably believed by the Escrow Agent to be genuine and to have been signed or
presented by the proper party or parties. The Escrow Agent shall not be
personally liable for any act the Escrow Agent may do or omit to do hereunder as
the Escrow Agent while acting in good faith and in the absence of gross
negligence, fraud and willful misconduct, and any act done or omitted by the
Escrow Agent pursuant to the advice of the Escrow Agent's attorneys-at-law shall
be conclusive evidence of such good faith, in the absence of gross negligence,
fraud and willful misconduct.

                  2.9. The Escrow Agent is hereby expressly authorized to
disregard any and all warnings given by any of the parties hereto or by any
other person or corporation, excepting only orders or process of courts of law
and is hereby expressly authorized to comply with and obey orders, judgments or
decrees of any court. In case the Escrow Agent obeys or complies with any such
order, judgment or decree, the Escrow Agent shall not be liable to any of the
parties hereto or to any other person, firm or corporation by reason of such
decree being subsequently reversed, modified, annulled, set aside, vacated or
found to have been entered without jurisdiction.

                  2.10. The Escrow Agent shall not be liable in any respect on
account of the identity, authorization or rights of the parties executing or
delivering or purporting to execute or deliver the Purchase Agreement or any
documents or papers deposited or called for thereunder in the absence of gross
negligence, fraud and willful misconduct.



                                       3
<PAGE>


                  2.11. The Escrow Agent shall be entitled to employ such legal
counsel and other experts as the Escrow Agent may deem necessary properly to
advise the Escrow Agent in connection with the Escrow Agent's duties hereunder,
may rely upon the advice of such counsel, and may pay such counsel reasonable
compensation therefor which shall be paid by the Escrow Agreement unless
otherwise provided for in Section 2.14. THE ESCROW AGENT HAS ACTED AS LEGAL
COUNSEL FOR THE PLACEMENT AGENT AND MAY CONTINUE TO ACT AS LEGAL COUNSEL FOR THE
PLACEMENT AGENT FROM TIME TO TIME, NOTWITHSTANDING ITS DUTIES AS THE ESCROW
AGENT HEREUNDER. THE COMPANY AND THE PLACEMENT AGENT CONSENT TO THE ESCROW AGENT
IN SUCH CAPACITY AS LEGAL COUNSEL FOR THE PLACEMENT AGENT AND WAIVES ANY CLAIM
THAT SUCH REPRESENTATION REPRESENTS A CONFLICT OF INTEREST ON THE PART OF THE
ESCROW AGENT. THE COMPANY AND THE PLACEMENT AGENT UNDERSTAND THAT THE ESCROW
AGENT IS RELYING EXPLICITLY ON THE FOREGOING PROVISION IN ENTERING INTO THIS
ESCROW AGREEMENT.

                  2.12. The Escrow Agent's responsibilities as escrow agent
hereunder shall terminate if the Escrow Agent shall resign by giving written
notice to the Company and the Purchasers. In the event of any such resignation,
the Purchasers and the Company shall appoint a successor Escrow Agent and the
Escrow Agent shall deliver to such successor Escrow Agent any escrow funds and
other documents held by the Escrow Agent.

                  2.13. If the Escrow Agent reasonably requires other or further
instruments in connection with this Escrow Agreement or obligations in respect
hereto, the necessary parties hereto shall join in furnishing such instruments.

                  2.14. It is understood and agreed that should any dispute
arise with respect to the delivery and/or ownership or right of possession of
the documents or the escrow funds held by the Escrow Agent hereunder, the Escrow
Agent is authorized and directed in the Escrow Agent's sole discretion (1) to
retain in the Escrow Agent's possession without liability to anyone all or any
part of said documents or the escrow funds until such disputes shall have been
settled either by mutual written agreement of the parties concerned by a final
order, decree or judgment or a court of competent jurisdiction after the time
for appeal has expired and no appeal has been perfected, but the Escrow Agent
shall be under no duty whatsoever to institute or defend any such proceedings or
(2) to deliver the escrow funds and any other property and documents held by the
Escrow Agent hereunder to a state or Federal court having competent subject
matter jurisdiction and located in the City of New York, Borough of Manhattan,
in accordance with the applicable procedure therefor.

                  2.15. The Company and each Purchaser agree jointly and
severally to indemnify and hold harmless the Escrow Agent and its partners,
employees, agents and representatives from any and all claims, liabilities,
costs or expenses in any way arising from or relating to the duties or
performance of the Escrow Agent hereunder or the transactions contemplated
hereby or by the Purchase Agreement other than any such claim, liability, cost
or expense to the extent the same shall have been determined by final,
unappealable judgment of a court of competent jurisdiction to have resulted from
the gross negligence, fraud or willful misconduct of the Escrow Agent.


                            [SIGNATURE PAGE FOLLOWS]



                                       4
<PAGE>


                      [SIGNATURE PAGE TO ESCROW AGREEMENT]

                  IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of this ____ day of February, 2006.


REMOTE DYNAMICS, INC.


By:
   --------------------------------
   Name:
   Title:


ESCROW AGENT:

KRAMER LEVIN NAFTALIS & FRANKEL LLP


By:
   --------------------------------
   Name:
   Title:


MIDTOWN PARTNERS & CO., LLC


By:
   --------------------------------
   Name:
   Title:


                      [PURCHASERS' SIGNATURE PAGE FOLLOWS]



                                       5
<PAGE>


                [PURCHASER'S SIGNATURE PAGE TO ESCROW AGREEMENT]

Name of Investing Entity: __________________________
Signature of Authorized Signatory of Investing Entity: _________________________
Name of Authorized Signatory: _________________________
Title of Authorized Signatory: __________________________



                                       6
<PAGE>


                                                                    EXHIBIT A TO
                                                                ESCROW AGREEMENT

                                 RELEASE NOTICE

                  The UNDERSIGNED, pursuant to the Escrow Agreement dated as of
February __, 2006 among the Company, the Purchasers signatory thereto and Kramer
Levin Naftalis & Frankel LLP, as Escrow Agent (the "Escrow Agreement"), hereby
notify the Escrow Agent that each of the conditions precedent to the purchase
and sale of the Notes have been satisfied or waived in accordance with Article
IV of the Purchase Agreement. The Company hereby confirms that all of its
respective representations and warranties contained in the Purchase Agreement
remain true and correct and authorize the release by the Escrow Agent of the
funds to be released as described in the Escrow Agreement and as set forth
below. This Release Notice shall not be effective until executed by the Company
and the Placement Agent.

                  Capitalized terms used herein and not defined shall have the
meaning ascribed to such terms in the Escrow Agreement.

                  This Release Notice may be signed in one or more counterparts,
each of which shall be deemed an original.

                  Please release the $____________ that has been deposited in
the escrow account pursuant to the Escrow Agreement according to the following
instructions:



                                [TO BE COMPLETED]



                                       7
<PAGE>


                  IN WITNESS WHEREOF, the undersigned have caused this Release
Notice to be duly executed and delivered as of this ___ day of February, 2006.


REMOTE DYNAMICS, INC.:


By:
   ----------------------
   Name:
   Title:


PLACEMENT AGENT:

MIDTOWN PARTNERS & CO., LLC


By:
   --------------------------------
   Name:
   Title:



                                       8

<PAGE>

                                    EXHIBIT G
                 FORM OF IRREVOCABLE TRANSFER AGENT INSTRUCTIONS

                              REMOTE DYNAMICS, INC.

                                                         as of February __, 2006

[Name and address of Transfer Agent]
Attn: _____________

LADIES AND GENTLEMEN:

     Reference is made to that certain Note and Warrant Purchase Agreement (the
"PURCHASE AGREEMENT"), dated as of February __, 2006, by and among Remote
Dynamics, Inc., a Delaware corporation (the "COMPANY"), and the purchasers named
therein (collectively, the "PURCHASERS") pursuant to which the Company is
issuing to the Purchasers series A senior secured convertible promissory notes
and the OID Notes (as defined in the Purchase Agreement) (collectively, the
"NOTES") and warrants (the "WARRANTS") to purchase shares of the Company's
common stock, par value $.01 per share (the "COMMON STOCK"). This letter shall
serve as our irrevocable authorization and direction to you (provided that you
are the transfer agent of the Company at such time) to issue shares of Common
Stock upon conversion of the Notes (the "CONVERSION SHARES") and exercise of the
Warrants (the "WARRANT SHARES") to or upon the order of a Purchaser from time to
time upon (i) surrender to you of a properly completed and duly executed
Conversion Notice or Exercise Notice, as the case may be, in the form attached
hereto as Exhibit I and Exhibit II, respectively, (ii) in the case of the
conversion of Notes, a copy of the Note (with the original delivered to the
Company) representing the Notes being converted or, in the case of Warrants
being exercised, a copy of the Warrants (with the original Warrants delivered to
the Company) being exercised (or, in each case, an indemnification undertaking
with respect to such Notes or the Warrants in the case of their loss, theft or
destruction), and (iii) delivery of a treasury order or other appropriate order
duly executed by a duly authorized officer of the Company. So long as you have
previously received (x) written confirmation from counsel to the Company that a
registration statement covering resales of the Conversion Shares or Warrant
Shares, as applicable, has been declared effective by the Securities and
Exchange Commission (the "SEC") under the Securities Act of 1933, as amended
(the "1933 ACT"), and no subsequent notice by the Company or its counsel of the
suspension or termination of its effectiveness and (y) a copy of such
registration statement, and if the Purchaser represents in writing that the
prospectus delivery requirements have been or will be met, the Conversion Shares
or the Warrant Shares, as the case may be, were sold pursuant to the
Registration Statement, then certificates representing the Conversion Shares and
the Warrant Shares, as the case may be, shall not bear any legend restricting
transfer of the Conversion Shares and the Warrant Shares, as the case may be,
thereby and should not be subject to any stop-transfer restriction. Provided,
however, that if you have not previously received (i) written confirmation from
counsel to the Company that a registration statement covering resales of the
Conversion Shares or Warrant Shares, as applicable, has been declared effective
by the SEC under the 1933 Act, and (ii) a copy of such registration statement,
then the certificates for the Conversion Shares and the 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
          SECURITIES ACT"), OR ANY STATE


                                       xi

<PAGE>

          SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED
          OF UNLESS REGISTERED UNDER THE SECURITIES ACT OR APPLICABLE STATE
          SECURITIES LAWS, OR REMOTE DYNAMICS, INC. SHALL HAVE RECEIVED AN
          OPINION OF ITS COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE
          SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES
          LAWS IS NOT REQUIRED."

and, provided further, that the Company may from time to time notify you to
place stop-transfer restrictions on the certificates for the Conversion Shares
and the Warrant Shares in the event a registration statement covering the
Conversion Shares and the Warrant Shares is subject to amendment for events then
current.

     A form of written confirmation from counsel to the Company that a
registration statement covering resales of the Conversion Shares and the Warrant
Shares has been declared effective by the SEC under the 1933 Act is attached
hereto as Exhibit III.

     Please be advised that the Purchasers are relying upon this letter as an
inducement to enter into the Purchase Agreement and, accordingly, each Purchaser
is a third party beneficiary to these instructions.

     Please execute this letter in the space indicated to acknowledge your
agreement to act in accordance with these instructions. Should you have any
questions concerning this matter, please contact me at ___________.

                                        Very truly yours,

                                        REMOTE DYNAMICS, INC.


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


ACKNOWLEDGED AND AGREED:

[TRANSFER AGENT]


By:
    ---------------------------------
Name:
      -------------------------------
Title:
       ------------------------------

Date:
      ------------------


                                      xii

<PAGE>

                                    EXHIBIT I

                              REMOTE DYNAMICS, INC.
                                CONVERSION NOTICE

     (To be Executed by the Registered Holder in order to Convert the Note)

The undersigned hereby irrevocably elects to convert $ ________________ of the
principal amount of the above Note No. ___ into shares of Common Stock of REMOTE
DYNAMICS, INC. (the "Maker") according to the conditions hereof, as of the date
written below.

Date of Conversion _____________________________________________________________

Applicable Conversion Price ____________________________________________________

Number of shares of Common Stock beneficially owned or deemed beneficially owned
by the Holder on the Date of Conversion: _______________________________________

Signature_______________________________________________________________________
         [Name]

Address:________________________________________________________________________

        ________________________________________________________________________


                                      xiii

<PAGE>

                                   EXHIBIT II

                             FORM OF EXERCISE NOTICE

                                  EXERCISE FORM

                              REMOTE DYNAMICS, INC.

The undersigned _______________, pursuant to the provisions of the within
Warrant, hereby elects to purchase _____ shares of Common Stock of Remote
Dynamics, Inc. covered by the within Warrant.


Dated:                                  Signature
       ------------------------------             ------------------------------
                                        Address
                                                --------------------------------

Number of shares of Common Stock beneficially owned or deemed beneficially owned
by the Holder on the date of Exercise: _________________________

                                   ASSIGNMENT

FOR VALUE RECEIVED, _________________ hereby sells, assigns and transfers unto
__________________ the within Warrant and all rights evidenced thereby and does
irrevocably constitute and appoint _____________, attorney, to transfer the said
Warrant on the books of the within named corporation.


Dated:                                  Signature
       ------------------------------             ------------------------------
                                        Address
                                                --------------------------------

                               PARTIAL ASSIGNMENT

FOR VALUE RECEIVED, _________________ hereby sells, assigns and transfers unto
__________________ the right to purchase _________ shares of Warrant Stock
evidenced by the within Warrant together with all rights therein, and does
irrevocably constitute and appoint ___________________, attorney, to transfer
that part of the said Warrant on the books of the within named corporation.


Dated:                                  Signature
       ------------------------------             ------------------------------
                                        Address
                                                --------------------------------

                           FOR USE BY THE ISSUER ONLY:

This Warrant No. W-_____ canceled (or transferred or exchanged) this _____ day
of ___________, _____, shares of Common Stock issued therefor in the name of
_______________, Warrant No. W-_____ issued for ____ shares of Common Stock in
the name of _______________.


                                       xiv

<PAGE>

                                   EXHIBIT III

                         FORM OF NOTICE OF EFFECTIVENESS
                            OF REGISTRATION STATEMENT

[Name and address of Transfer Agent]
Attn: _____________

          Re: REMOTE DYNAMICS, INC.

Ladies and Gentlemen:

     We are special counsel to Remote Dynamics, Inc., a Delaware corporation
(the "COMPANY"), and have represented the Company in connection with that
certain Note and Warrant Purchase Agreement (the "PURCHASE AGREEMENT"), dated as
of February __, 2006, by and among the Company and the purchasers named therein
(collectively, the "PURCHASERS") pursuant to which the Company issued to the
Purchasers series A senior secured convertible promissory notes and the OID
Notes (as defined in the Purchase Agreement) (collectively, the "NOTES") and
warrants (the "WARRANTS") to purchase shares of the Company's common stock, par
value $.01 per share (the "COMMON STOCK"). Pursuant to the Purchase Agreement,
the Company has also entered into a Registration Rights Agreement with the
Purchasers (the "REGISTRATION RIGHTS AGREEMENT"), dated as of February __, 2006,
pursuant to which the Company agreed, among other things, to register the
Registrable Securities (as defined in the Registration Rights Agreement),
including the shares of Common Stock issuable upon conversion of the Notes and
exercise of the Warrants, under the Securities Act of 1933, as amended (the
"1933 ACT"). In connection with the Company's obligations under the Registration
Rights Agreement, on ________________, 2006, the Company filed a Registration
Statement on Form S-1 (File No. 333-________) (the "REGISTRATION STATEMENT")
with the Securities and Exchange Commission (the "SEC") relating to the resale
of the Registrable Securities which names each of the present Purchasers as a
selling stockholder thereunder.

     In connection with the foregoing, we advise you that a member of the SEC's
staff has advised us by telephone that the SEC has entered an order declaring
the Registration Statement effective under the 1933 Act at [ENTER TIME OF
EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS] and we have no knowledge, after
telephonic inquiry of a member of the SEC's staff, that any stop order
suspending its effectiveness has been issued or that any proceedings for that
purpose are pending before, or threatened by, the SEC and accordingly, the
Registrable Securities are available for resale under the 1933 Act pursuant to
the Registration Statement.

                                        Very truly yours,

                                        [COMPANY COUNSEL]


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

cc: [LIST NAMES OF PURCHASERS]


                                       xv

<PAGE>

                                    EXHIBIT H
                                 FORM OF OPINION
                         (SUBJECT TO FINAL LLS OPINION)

     1. The Company is a corporation duly incorporated, validly existing and in
good standing under the laws of the State of Delaware and has the requisite
corporate power to own, lease and operate its properties and assets, and to
carry on its business as presently conducted. The Company is duly qualified as a
foreign corporation to do business and is in good standing in every jurisdiction
in which the failure to so qualify would have a Material Adverse Effect.

     2. The Company has the requisite corporate power and authority to enter
into and perform its obligations under the Transaction Documents and to issue
the Notes, the Warrants and the Common Stock issuable upon conversion of the
Notes and exercise of the Warrants. The execution, delivery and performance of
each of the Transaction Documents by the Company and the consummation by it of
the transactions contemplated thereby have been duly and validly authorized by
all necessary corporate action and no further consent or authorization of the
Company, its Board of Directors or its stockholders is required. Each of the
Transaction Documents have been duly executed and delivered, and the Notes and
the Warrants have been duly executed, issued and delivered by the Company and
each of the Transaction Documents constitutes a legal, valid and binding
obligation of the Company enforceable against the Company in accordance with its
respective terms. The Common Stock issuable upon conversion of the Notes and
exercise of the Warrants are not subject to any preemptive rights under the
Certificate of Incorporation or the Bylaws.

     3. The Notes and the Warrants have been duly authorized and, when delivered
against payment in full as provided in the Purchase Agreement, will be validly
issued, fully paid and nonassessable. The shares of Common Stock issuable upon
conversion of the Notes and exercise of the Warrants have been duly authorized
and reserved for issuance, and when delivered upon conversion or against payment
in full as provided in the Notes and the Warrants, as applicable, will be
validly issued, fully paid and nonassessable.

     4. The execution, delivery and performance of and compliance with the terms
of the Transaction Documents and the issuance of the Notes, the Warrants and the
Common Stock issuable upon conversion of the Notes and exercise of the Warrants
do not (a) violate any provision of the Certificate of Incorporation or Bylaws,
(b) conflict with, or constitute a default (or an event which with notice or
lapse of time or both would become a default) under, or give to others any
rights of termination, amendment, acceleration or cancellation of, any material
agreement, mortgage, deed of trust, indenture, note, bond, license, lease
agreement, instrument or obligation to which the Company is a party and which is
set forth on Schedule I, (c) create or impose a lien, charge or encumbrance on
any property of the Company under any agreement or any commitment which is set
forth on Schedule I to which the Company is a party or by which the Company is
bound or by which any of its respective properties or assets are bound, or (d)
result in a violation of any Federal, state, local or foreign statute, rule,
regulation, order, judgment, injunction or decree (including Federal and state
securities laws and regulations) applicable to the Company or by which any
property or asset of the Company is bound or affected, except, in all cases
other than violations pursuant to clauses (a) and (d) above, for such


                                       xvi

<PAGE>

conflicts, default, terminations, amendments, acceleration, cancellations and
violations as would not, individually or in the aggregate, have a Material
Adverse Effect.

     5. No consent, approval or authorization of or designation, declaration or
filing with any governmental authority on the part of the Company is required
under Federal, state or local law, rule or regulation in connection with the
valid execution, delivery and performance of the Transaction Documents, or the
offer, sale or issuance of the Notes, the Warrants and the Common Stock issuable
upon conversion of the Notes and exercise of the Warrants other than filings as
may be required by applicable Federal and state securities laws and regulations
and any applicable stock exchange rules and regulations.

     6. To our knowledge, there is no action, suit, claim, investigation or
proceeding pending or threatened against the Company which questions the
validity of the Purchase Agreement or the transactions contemplated thereby or
any action taken or to be taken pursuant thereto. There is no action, suit,
claim, investigation or proceeding pending, or to our knowledge, threatened,
against or involving the Company or any of its properties or assets and which,
if adversely determined, is reasonably likely to result in a Material Adverse
Effect. To our knowledge, there are no outstanding orders, judgments,
injunctions, awards or decrees of any court, arbitrator or governmental or
regulatory body against the Company or any officers or directors of the Company
in their capacities as such.

     7. Assuming that all of the Purchasers' representations and warranties in
the Purchase Agreement are complete and accurate, the offer, issuance and sale
of the Notes and the Warrants and the offer, issuance and sale of the Common
Stock issuable upon conversion of the Notes and exercise of the Warrants are
exempt from the registration requirements of the Securities Act of 1933, as
amended.

     8. The Company is not, and as a result of and immediately upon Closing will
not be, an "investment company" or a company "controlled" by an "investment
company," within the meaning of the Investment Company Act of 1940, as amended.

     9. The Security Agreement will create a valid security interest in favor of
the Purchasers in such assets of the Company that is subject to such Security
Agreement.


                                      xvii