EXHIBIT 4.17

THIS  WARRANT  AND THE SHARES OF COMMON  STOCK  ISSUABLE  UPON  EXERCISE OF THIS
WARRANT  HAVE  BEEN  ACQUIRED  FOR  INVESTMENT  PURPOSES  ONLY  AND  MAY  NOT BE
TRANSFERRED UNTIL (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE  "SECURITIES  ACT"),  SHALL HAVE BECOME  EFFECTIVE  WITH RESPECT
THERETO  OR (ii)  RECEIPT BY THE  COMPANY  OF AN  OPINION OF COUNSEL  REASONABLY
SATISFACTORY TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER THE SECURITIES
ACT IS NOT  REQUIRED  IN  CONNECTION  WITH SUCH  PROPOSED  TRANSFER  NOR IS SUCH
TRANSFER IN VIOLATION OF ANY APPLICABLE STATE SECURITIES LAWS. THIS LEGEND SHALL
BE ENDORSED  UPON ANY WARRANT  ISSUED IN EXCHANGE FOR THIS WARRANT OR ANY SHARES
OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT.

                        WARRANT TO PURCHASE COMMON STOCK

                                       OF

                        IFS INTERNATIONAL HOLDINGS, INC.

         This is to certify that, FOR VALUE RECEIVED,  Commonwealth  Associates,
L.P. or assigns ("Holder"),  is entitled to purchase,  subject to the provisions
of this Warrant, from IFS International  Holdings,  Inc., a Delaware corporation
(the  "Company"),  Three Hundred Fifty Thousand  (350,000)  fully paid,  validly
issued and nonassessable shares of common stock, $.001 par value, of the Company
("Common Stock"), at a price of $2.50 per share at any time or from time to time
during the seven year period  commencing  upon the date  hereof  (the  "Exercise
Period"),  subject to adjustment  as set forth  herein.  The number of shares of
Common  Stock to be received  upon the exercise of this Warrant and the price to
be paid for each  share of  Common  Stock may be  adjusted  from time to time as
hereinafter  set  forth.  The  shares  of  Common  Stock  deliverable  upon such
exercise,  and as adjusted from time to time, are hereinafter sometimes referred
to as "Warrant  Shares"  and the  exercise  price of a share of Common  Stock in
effect at any time and as adjusted  from time to time is  hereinafter  sometimes
referred to as the "Exercise  Price".  This  Warrant,  together with warrants of
like tenor,  constituting in the aggregate warrants (the "Warrants") to purchase
up to 850,000 shares of Common Stock,  was originally  issued in connection with
advisory  services  provided to the  Company by  Commonwealth  Associates,  L.P.
("Commonwealth").

     (a) EXERCISE OF WARRANT; CANCELLATION OF WARRANT.

(1) This  Warrant may be  exercised in whole or in part at any time or from time
to time during the Exercise Period;  provided,  however, that (i) if either such
day is a day  on  which  banking  institutions  in the  State  of New  York  are
authorized by law to close,  then on the next  succeeding day which shall not be
such a day,  and  (ii) in the  event  of any  merger,  consolidation  or sale of
substantially  all the assets of the  Company as an  entirety  resulting  in any
distribution to the Company's stockholders, prior to termination of the Exercise
Period,  the Holder shall have the right to exercise this Warrant  commencing at
such time  through  the  termination  of the  Exercise  Period into the kind and
amount of shares of stock and other  securities  and property  (including  cash)
receivable  by a holder of the number of shares of Common  Stock into which this
Warrant might have been exercisable had the Holder exercised  immediately  prior
to such event and held all stock and other securities and property received upon
such  event  from the date of such  event  through  the date of  exercise.  This
Warrant may be exercised by presentation  and surrender hereof to the Company at
its  principal  office with the Purchase  Form annexed  hereto duly executed and
accompanied  by payment of the Exercise  Price for the number of Warrant  Shares
specified in such form. As soon as  practicable  after each such exercise of the
Warrants,  but not later than seven (7) days  following  the receipt of good and
available funds, the Company shall issue and deliver to the Holder a certificate
or certificate for the Warrant Shares issuable upon such exercise, registered in
the name of the Holder or its designee.  If this Warrant  should be exercised in
part only, the Company shall,  upon surrender of this Warrant for  cancellation,
execute and deliver a new Warrant evidencing the rights of the Holder thereof to
purchase the balance of the Warrant Shares purchasable thereunder.  Upon receipt
by the Company of this  Warrant at its office in proper form for  exercise,  the
Holder  shall be deemed to be the holder of record of the shares of Common Stock
issuable upon such  exercise,  notwithstanding  that the stock transfer books of
the Company shall then be closed or that  certificates  representing such shares
of Common Stock shall not then be physically delivered to the Holder.

(2) At any time  during the  Exercise  Period,  the Holder  may,  at its option,
exercise this Warrant on a cashless basis by exchanging  this Warrant,  in whole
or in part (a "Warrant Exchange"),  into the number of Warrant Shares determined
in accordance  with this Section  (a)(2),  by  surrendering  this Warrant at the
principal  office of the Company or at the office of its stock  transfer  agent,
accompanied  by a notice  stating such Holder's  intent to effect such exchange,
the number of Warrant  Shares to be  exchanged  and the date on which the Holder
requests  that such  Warrant  Exchange  occur (the  "Notice of  Exchange").  The
Warrant  Exchange  shall  take  place on the date  specified  in the  Notice  of
Exchange  or, if later,  the date the  Notice of  Exchange  is  received  by the
Company (the "Exchange  Date").  Certificates  for the shares issuable upon such
Warrant Exchange and, if applicable,  a new warrant of like tenor evidencing the
balance of the shares remaining  subject to this Warrant,  shall be issued as of
the Exchange Date and  delivered to the Holder  within seven (7) days  following
the Exchange Date. In connection with any Warrant  Exchange,  this Warrant shall
represent  the right to subscribe  for and acquire the number of Warrant  Shares
equal to (i) the number of Warrant Shares  specified by the Holder in its Notice
of Exchange (the "Total Number") less (ii) the number of Warrant Shares equal to
the  quotient  obtained by dividing  (A) the product of the Total Number and the
existing  Exercise  Price by (B) the current  market  value of a share of Common
Stock.  Current market value shall have the meaning set forth Section (c) below,
except that for purposes hereof,  the date of exercise,  as used in such Section
(c), shall mean the Exchange Date.

     (b)  RESERVATION  OF SHARES.  The  Company  shall at all times  reserve for
issuance  and/or delivery upon exercise of this Warrant such number of shares of
its Common Stock as shall be required for issuance and delivery upon exercise of
the Warrants.

     (c)  FRACTIONAL  SHARES.  No  fractional  shares  or  script   representing
fractional  shares  shall be issued  upon the  exercise  of this  Warrant.  With
respect to any  fraction of a share  called for upon any  exercise  hereof,  the
Company  shall  pay to the  Holder  an  amount  in cash  equal to such  fraction
multiplied by the current market value of a share, determined as follows:

(1) If the Common Stock is listed on a national  securities exchange or admitted
to unlisted trading  privileges on such exchange or qualified for trading on the
Nasdaq National Market, the current market value shall be the last reported sale
price of the Common  Stock on such  exchange or market on the last  business day
prior to the date of exercise of this Warrant or if no such sale is made on such
day,  the  average  of the  closing  bid and asked  prices  for such day on such
exchange or market; or

(2) If the  Common  Stock is not so  listed  or  admitted  to  unlisted  trading
privileges,  but is traded on the Nasdaq  SmallCap  Market,  the current  market
value shall be the  average of the closing bid and asked  prices for such day on
such market and if the Common Stock is not so traded,  the current  market value
shall be the mean of the last reported bid and asked prices reported by the NASD
Electronic  Bulletin  Board on the last  business  day  prior to the date of the
exercise of this Warrant; or

(3) If the  Common  Stock is not so  listed  or  admitted  to  unlisted  trading
privileges  and bid and asked  prices are not so  reported,  the current  market
value shall be an amount,  not less than book value thereof as at the end of the
most  recent  fiscal  quarter  of the  Company  ending  prior to the date of the
exercise  of  the  Warrant,  determined  in  such  reasonable  manner  as may be
prescribed by the Board of Directors of the Company.

     (d)  EXCHANGE,  TRANSFER,  ASSIGNMENT  OR LOSS OF WARRANT.  This Warrant is
exchangeable,  without expense,  at the option of the Holder,  upon presentation
and  surrender  hereof to the  Company  or at the  office of its stock  transfer
agent,  if any, for other  warrants of  different  denominations  entitling  the
holder  thereof to purchase in the aggregate the same number of shares of Common
Stock  purchasable  hereunder.  Upon surrender of this Warrant to the Company at
its principal  office or at the office of its stock transfer agent, if any, with
the Assignment Form annexed hereto duly executed and funds sufficient to pay any
transfer  tax,  the Company  shall,  without  charge,  execute and deliver a new
Warrant in the name of the assignee  named in such  instrument of assignment and
this  Warrant  shall  promptly  be  cancelled.  This  Warrant  may be divided or
combined  with other  warrants  which carry the same  rights  upon  presentation
hereof at the  principal  office of the  Company  or at the  office of its stock
transfer agent, if any,  together with a written notice specifying the names and
denominations  in which new  Warrants  are to be issued and signed by the Holder
hereof.  The term "Warrant" as used herein includes any Warrants into which this
Warrant  may be divided or  exchanged.  Upon  receipt by the Company of evidence
satisfactory  to it of the  loss,  theft,  destruction  or  mutilation  of  this
Warrant,  and  (in  the  case of  loss,  theft  or  destruction)  of  reasonably
satisfactory  indemnification,  and  upon  surrender  and  cancellation  of this
Warrant,  if  mutilated,  the Company  will execute and deliver a new Warrant of
like  tenor  and  date.  Any such  new  Warrant  executed  and  delivered  shall
constitute  an  additional  contractual  obligation  on the part of the Company,
whether or not this Warrant so lost, stolen, destroyed, or mutilated shall be at
any time enforceable by anyone.

     (e) RIGHTS OF THE  HOLDER.  The  Holder  shall not,  by virtue  hereof,  be
entitled to any rights of a shareholder in the Company, either at law or equity,
and the rights of the Holder are limited to those  expressed  in the Warrant and
are not enforceable against the Company except to the extent set forth herein.

     (f)  ANTI-DILUTION  PROVISIONS.  Subject  to the  provisions  of  Section l
hereof,  the  Exercise  Price in effect at any time and the  number  and kind of
securities  purchasable  upon the exercise of the  Warrants  shall be subject to
adjustment from time to time upon the happening of certain events as follows:

(1) In case the  Company  shall  hereafter  (i)  declare  a  dividend  or make a
distribution  on its  outstanding  shares  of  Common  Stock in shares of Common
Stock, (ii) subdivide or reclassify its outstanding  shares of Common Stock into
a greater  number of shares,  or (iii)  combine or  reclassify  its  outstanding
shares of Common Stock into a smaller  number of shares,  the Exercise  Price in
effect at the time of the record date for such  dividend or  distribution  or of
the effective date of such subdivision, combination or reclassification shall be
adjusted so that it shall equal the price determined by multiplying the Exercise
Price by a fraction,  the  denominator of which shall be the number of shares of
Common Stock outstanding  after giving effect to such action,  and the numerator
of which shall be the number of shares of Common Stock  outstanding  immediately
prior to such action.  Such adjustment shall be made  successively  whenever any
event listed above shall occur.

(2) In case the Company  shall fix a record  date for the  issuance of rights or
warrants to all holders of its Common Stock  entitling  them to subscribe for or
purchase shares of Common Stock (or securities convertible into Common Stock) at
a price (the "Subscription Price") (or having a conversion price per share) less
than the current  market price (as defined in Subsection (8) below) or less than
the Exercise  Price on such record date, the Exercise Price shall be adjusted so
that the same shall equal the lower of (i) the price  determined by  multiplying
the Exercise Price in effect immediately prior to the date of such issuance by a
fraction,  the  numerator  of which  shall be the sum of the number of shares of
Common Stock  outstanding on the record date  mentioned  below and the number of
additional  shares of Common  Stock which the  aggregate  offering  price of the
total number of shares of Common Stock so offered (or the  aggregate  conversion
price of the  convertible  securities so offered) would purchase at such current
market price per share of the Common Stock (as defined in Subsection (8) below),
and the  denominator of which shall be the sum of the number of shares of Common
Stock  outstanding  on such record date and the number of  additional  shares of
Common Stock offered for subscription or purchase (or into which the convertible
securities  so offered are  convertible)  or (ii) in the event the  Subscription
Price is equal to or higher than the current  market  price but is less than the
Exercise Price, the price determined by multiplying the Exercise Price in effect
immediately prior to the date of issuance by a fraction,  the numerator of which
shall  be the  sum of the  number  of  shares  outstanding  on the  record  date
mentioned  below and the number of  additional  shares of Common Stock which the
aggregate  offering  price of the total  number  of  shares  of Common  Stock so
offered (or the  aggregate  conversion  price of the  convertible  securities so
offered) would purchase at the Exercise Price in effect immediately prior to the
date of such  issuance,  and the  denominator  of which  shall be the sum of the
number of shares of Common Stock  outstanding on the record date mentioned below
and the number of additional  shares of Common Stock offered for subscription or
purchase (or into which the convertible  securities so offered are convertible).
Such adjustment shall be made successively  whenever such rights or warrants are
issued and shall  become  effective  immediately  after the record  date for the
determination of shareholders  entitled to receive such rights or warrants;  and
to the extent  that  shares of Common  Stock are not  delivered  (or  securities
convertible  into Common Stock are not  delivered)  after the expiration of such
rights or warrants the Exercise  Price shall be readjusted to the Exercise Price
which would then be in effect had the adjustments made upon the issuance of such
rights or  warrants  been made upon the basis of  delivery of only the number of
shares of Common Stock (or securities  convertible  into Common Stock)  actually
delivered.

(3) In case the Company shall hereafter  distribute to the holders of its Common
Stock  evidences of its  indebtedness  or assets  (excluding  cash  dividends or
distributions  and  dividends or  distributions  referred to in  Subsection  (1)
above) or  subscription  rights or  warrants  (excluding  those  referred  to in
Subsection  (2)  above),  then in each  such case the  Exercise  Price in effect
thereafter  shall be  determined  by  multiplying  the Exercise  Price in effect
immediately  prior  thereto by a fraction,  the  numerator of which shall be the
total number of shares of Common  Stock  outstanding  multiplied  by the current
market  price per share of Common  Stock (as defined in  Subsection  (8) below),
less the fair market value (as  determined by the Company's  Board of Directors)
of said assets or evidences of  indebtedness so distributed or of such rights or
warrants,  and the  denominator  of which shall be the total number of shares of
Common Stock  outstanding  multiplied by such current  market price per share of
Common Stock. Such adjustment shall be made successively  whenever such a record
date is fixed.  Such adjustment shall be made whenever any such  distribution is
made and  shall  become  effective  immediately  after the  record  date for the
determination of shareholders entitled to receive such distribution.

(4) In case the  Company  shall  hereafter  issue  shares  of its  Common  Stock
(excluding shares issued (a) in any of the transactions  described in Subsection
(1) above,  (b) upon  exercise  of options  granted to the  Company's  officers,
directors and employees  under a plan or plans adopted by the Company's Board of
Directors and approved by its  shareholders,  if such shares would  otherwise be
included in this Subsection (4), provided that this provision shall only exclude
those shares  purchased  upon  exercise of options  granted under a plan or plan
existing on the date  hereof to the extent of options  issued or  available  for
issuance on the date hereof and options  issued  under such plan or plans to the
extent  that such  additional  options  do not  exceed  five (5)  percent of the
Company's  outstanding  shares  of  Common  Stock on the date  hereof,  (c) upon
exercise of options,  warrants and convertible  securities outstanding as of the
date hereof, or exercise of the Warrants, (d) to shareholders of any corporation
which merges into the Company or a subsidiary  of the Company in  proportion  to
their stock holdings of such corporation  immediately prior to such merger, upon
such  merger,  (e)  issued  in a  private  placement  through  Commonwealth,  as
placement  agent, or upon exercise or conversion of any securities  issued in or
in connection  with such a private  placement  (including  agent,  consulting or
advisory  warrants) or (f) issued in a bona fide public  offering  pursuant to a
firm commitment underwriting,  but only if no adjustment is required pursuant to
any other specific  subsection of this Section (f) (without regard to Subsection
(9) below) with  respect to the  transaction  giving rise to such  rights) for a
consideration  per share (the  "Offering  Price")  less than the current  market
price (as defined in Subsection (8) below) or less than the Exercise Price,  the
Exercise Price shall be adjusted  immediately  thereafter so that it shall equal
the lower of (i) the price  determined  by  multiplying  the  Exercise  Price in
effect immediately prior thereto by a fraction,  the numerator of which shall be
the sum of the number of shares of Common Stock outstanding immediately prior to
the issuance of such additional  shares and the number of shares of Common Stock
which the aggregate consideration received (determined as provided in Subsection
(7) below) for the issuance of such  additional  shares  would  purchase at such
current  market  price per share of Common Stock (as defined in  Subsection  (8)
below),  and the  denominator  of which  shall be the number of shares of Common
Stock  outstanding  immediately  after the issuance of such additional shares or
(ii) in the event the  Offering  Price is equal to or  higher  than the  current
market price per share but less than the Exercise Price, the price determined by
multiplying  the  Exercise  Price  in  effect  immediately  prior to the date of
issuance by a fraction,  the numerator of which shall be the number of shares of
Common Stock  outstanding  immediately  prior to the issuance of such additional
shares  and  the  number  of  shares  of  Common   Stock  which  the   aggregate
consideration  received (determined as provided in subsection (7) below) for the
issuance of such  additional  shares  would  purchase at the  Exercise  Price in
effect  immediately  prior to the date of such issuance,  and the denominator of
which  shall be the  number of shares of Common  Stock  outstanding  immediately
after the issuance of such  additional  shares.  Such  adjustment  shall be made
successively whenever such an issuance is made.

(5) In case the Company shall hereafter issue any securities convertible into or
exchangeable for its Common Stock (excluding  securities  issued in transactions
described in  Subsections  (2) and (3) above) for a  consideration  per share of
Common Stock (the "Conversion  Price") initially  deliverable upon conversion or
exchange of such  securities  (determined  as provided in Subsection  (7) below)
less than the current  market price (as defined in Subsection (8) below) or less
than the  Exercise  Price,  the  Exercise  Price shall be  adjusted  immediately
thereafter  so that it shall  equal  the lower of (i) the  price  determined  by
multiplying  the  Exercise  Price  in  effect  immediately  prior  thereto  by a
fraction,  the  numerator  of which  shall be the sum of the number of shares of
Common Stock  outstanding  immediately  prior to the issuance of such securities
and the  number  of shares of Common  Stock  which the  aggregate  consideration
received  (determined as provided in Subsection  (7) below) for such  securities
would  purchase  at such  current  market  price per  share of Common  Stock (as
defined in Subsection (8) below),  and the denominator of which shall be the sum
of the number of shares of Common Stock  outstanding  immediately  prior to such
issuance  and the  maximum  number  of shares  of  Common  Stock of the  Company
deliverable upon conversion of or in exchange for such securities at the initial
conversion or exchange price or rate or (ii) in the event the  Conversion  Price
is equal to or higher than the current  market price per share but less than the
Exercise Price, the price determined by multiplying the Exercise Price in effect
immediately prior to the date of issuance by a fraction,  the numerator of which
shall be the sum of the number of shares  outstanding  immediately  prior to the
issuance of such  securities  and the number of shares of Common Stock which the
aggregate  consideration  received  (determined  as provided in  subsection  (7)
below)  for such  securities  would  purchase  at the  Exercise  Price in effect
immediately  prior to the date of such  issuance,  and the  denominator of which
shall be the sum of the number of shares of Common Stock outstanding immediately
prior to the  issuance of such  securities  and the maximum  number of shares of
Common Stock of the Company  deliverable  upon  conversion of or in exchange for
such  securities  at the  initial  conversion  or exchange  price or rate.  Such
adjustment shall be made successively whenever such an issuance is made.

(6)  Whenever  the  Exercise  Price  payable  upon  exercise of each  Warrant is
adjusted pursuant to Subsections (1), (2), (3), (4) and (5) above, the number of
Shares  purchasable  upon  exercise  of this  Warrant  shall  simultaneously  be
adjusted by multiplying the number of Shares initially issuable upon exercise of
this Warrant by the Exercise Price in effect on the date hereof and dividing the
product so obtained by the Exercise Price, as adjusted.

(7) For purposes of any computation  respecting  consideration received pursuant
to Subsections (4) and (5) above, the following shall apply:

     (A) in the case of the  issuance  of shares of Common  Stock for cash,  the
consideration  shall be the amount of such cash,  provided that in no case shall
any deduction be made for any commissions,  discounts or other expenses incurred
by the Company for any  underwriting  of the issue or  otherwise  in  connection
therewith;

     (B)  in  the  case  of  the  issuance  of  shares  of  Common  Stock  for a
consideration in whole or in part other than cash, the consideration  other than
cash shall be deemed to be the fair market value  thereof as  determined in good
faith by the Board of Directors of the Company  (irrespective  of the accounting
treatment thereof), whose determination shall be conclusive; and

     (C)  in  the  case  of the  issuance  of  securities  convertible  into  or
exchangeable  for shares of Common Stock, the aggregate  consideration  received
therefor shall be deemed to be the consideration received by the Company for the
issuance of such securities plus the additional minimum  consideration,  if any,
to be received by the  Company  upon the  conversion  or exchange  thereof  (the
consideration  in each case to be  determined  in the same manner as provided in
clauses (A) and (B) of this Subsection (7)).

(8) For the purpose of any computation  under  Subsections (2), (3), (4) and (5)
above,  the current  market price per share of Common Stock at any date shall be
determined in the manner set forth in Section (c) hereof except that the current
market  price per share  shall be deemed to be the higher of (i) the  average of
the prices for 5 consecutive business days before such date or (ii) the price on
the business day immediately preceding such date.

(9) No adjustment in the Exercise Price shall be required unless such adjustment
would  require an increase  or  decrease of at least five cents  ($0.05) in such
price;  provided,  however,  that  any  adjustments  which  by  reason  of  this
Subsection  (9) are not  required to be made shall be carried  forward and taken
into account in any subsequent  adjustment  required to be made  hereunder.  All
calculations  under this Section (f) shall be made to the nearest cent or to the
nearest  one-hundredth  of a share, as the case may be. Anything in this Section
(f) to the contrary  notwithstanding,  the Company shall be entitled,  but shall
not be  required,  to make such changes in the  Exercise  Price,  in addition to
those  required  by  this  Section  (f),  as it  shall  determine,  in its  sole
discretion, to be advisable in order that any dividend or distribution in shares
of Common Stock, or any subdivision,  reclassification  or combination of Common
Stock,  hereafter made by the Company shall not result in any Federal Income tax
liability to the holders of Common Stock or securities  convertible  into Common
Stock (including Warrants).

(10) Whenever the Exercise Price is adjusted,  as herein  provided,  the Company
shall  promptly  but no  later  than 10  days  after  any  request  for  such an
adjustment by the Holder,  cause a notice  setting  forth the adjusted  Exercise
Price and adjusted number of Shares issuable upon exercise of each Warrant, and,
if  requested,  information  describing  the  transactions  giving  rise to such
adjustments,  to be mailed to the Holders at their last  addresses  appearing in
the Warrant  Register,  and shall cause a certified copy thereof to be mailed to
its transfer agent, if any. In the event the Company does not provide the Holder
with such notice and information within 10 days of a request by the Holder, then
notwithstanding  the provisions of this Section (f), the Exercise Price shall be
immediately  adjusted to equal the lowest Offering Price,  Subscription Price or
Conversion Price, as applicable,  since the date of this Warrant, and the number
of shares issuable upon exercise of this Warrant shall be adjusted  accordingly.
The  Company  may  retain a firm of  independent  certified  public  accountants
selected by the Board of Directors (who may be the regular accountants  employed
by the  Company) to make any  computation  required by this  Section  (f), and a
certificate signed by such firm shall be conclusive  evidence of the correctness
of such adjustment.

(11) In the event that at any time, as a result of an  adjustment  made pursuant
to  Subsection  (1) above,  the Holder of this Warrant  thereafter  shall become
entitled  to  receive  any  shares of the  Company,  other  than  Common  Stock,
thereafter  the number of such other shares so receivable  upon exercise of this
Warrant  shall be  subject  to  adjustment  from time to time in a manner and on
terms as nearly  equivalent as practicable to the provisions with respect to the
Common Stock contained in Subsections (1) to (9), inclusive above.

(12) Irrespective of any adjustments in the Exercise Price or the number or kind
of shares  purchasable  upon exercise of this Warrant,  Warrants  theretofore or
thereafter  issued may continue to express the same price and number and kind of
shares as are stated in the similar Warrants initially issuable pursuant to this
Agreement.

(13) In the event that for each of the 30 trading days immediately  prior to any
issuance  referred  to below,  the  closing  bid price of the  Common  Stock has
exceeded three times the then Exercise Price (the  "Determination  Price"),  the
Company may issue  securities and paragraphs (4) and (5) shall not apply to such
issuance  unless  the price at which  such  securities  are  issued is below the
Determination Price and the average closing bid price of the Common Sock for the
ten trading days immediately after such issuance is less than the Exercise Price
immediately  prior to such issuance (in which event  paragraph (4) and (5) shall
apply retroactively to the date of issuance).

     (g) OFFICER'S CERTIFICATE. Whenever the Exercise Price shall be adjusted as
required by the provisions of the foregoing Section, the Company shall forthwith
file in the custody of its Secretary or an Assistant  Secretary at its principal
office and with its stock  transfer  agent,  if any,  an  officer's  certificate
showing the adjusted Exercise Price determined as herein provided, setting forth
in reasonable detail the facts requiring such adjustment,  including a statement
of the  number of shares  of  Common  Stock  into  which  this  Warrant  is then
exercisable,  and such other facts as shall be  necessary to show the reason for
and the manner of computing such  adjustment.  Each such  officer's  certificate
shall be made available at all reasonable  times for inspection by the holder or
any holder of a Warrant  executed and delivered  pursuant to Section (a) and the
Company shall,  forthwith after each such  adjustment,  mail a copy by certified
mail of such certificate to the Holder or any such holder.

     (h)  NOTICES  TO  WARRANT  HOLDERS.  So  long  as  this  Warrant  shall  be
outstanding,  (i) if the Company shall pay any dividend or make any distribution
upon the  Common  Stock or (ii) if the  Company  shall  offer to the  holders of
Common Stock for  subscription or purchase by them any share of any class or any
other   rights  or  (iii)  if  any  capital   reorganization   of  the  Company,
reclassification of the capital stock of the Company, consolidation or merger of
the Company with or into another corporation,  sale, lease or transfer of all or
substantially  all  of  the  property  and  assets  of the  Company  to  another
corporation, or voluntary or involuntary dissolution,  liquidation or winding up
of the Company shall be effected, then in any such case, the Company shall cause
to be mailed by certified  mail to the Holder,  at least  fifteen days prior the
date  specified in (x) or (y) below,  as the case may be, a notice  containing a
brief  description  of the  proposed  action and stating the date on which (x) a
record is to be taken for the purpose of such dividend,  distribution or rights,
or (y) such reclassification, reorganization, consolidation, merger, conveyance,
lease, dissolution,  liquidation or winding up is to take place and the date, if
any is to be fixed, as of which the holders of Common Stock or other  securities
shall receive cash or other  property  deliverable  upon such  reclassification,
reorganization,  consolidation,  merger, conveyance, dissolution, liquidation or
winding up.

     (i)   RECLASSIFICATION,   REORGANIZATION   OR   MERGER.   In  case  of  any
reclassification,  capital  reorganization or other change of outstanding shares
of Common Stock of the Company, or in case of any consolidation or merger of the
Company with or into another  corporation (other than a merger with a subsidiary
in which  merger the Company is the  continuing  corporation  and which does not
result  in any  reclassification,  capital  reorganization  or other  change  of
outstanding  shares of Common Stock of the class  issuable upon exercise of this
Warrant) or in case of any sale,  lease or conveyance to another  corporation of
the property of the Company as an entirety,  the Company  shall,  as a condition
precedent to such transaction, cause effective provisions to be made so that the
Holder shall have the right  thereafter by  exercising  this Warrant at any time
prior to the  expiration  of the  Warrant,  to  purchase  the kind and amount of
shares  of  stock  and  other  securities  and  property  receivable  upon  such
reclassification,   capital  reorganization  and  other  change,  consolidation,
merger,  sale or  conveyance by a holder of the number of shares of Common Stock
which might have been purchased upon exercise of this Warrant  immediately prior
to such reclassification,  change, consolidation, merger, sale or conveyance had
the Holder  exercised this Warrant and received such stock and other  securities
and property and continued to hold such stock and other  securities and property
through the date of exercise.  Any such  provision  shall include  provision for
adjustments  which shall be as nearly  equivalent as may be  practicable  to the
adjustments  provided for in this  Warrant.  The  foregoing  provisions  of this
Section  (i) shall  similarly  apply to  successive  reclassifications,  capital
reorganizations  and  changes  of  shares  of  Common  Stock  and to  successive
consolidations,  mergers, sales or conveyances.  In the event that in connection
with any such capital reorganization or reclassification, consolidation, merger,
sale or  conveyance,  additional  shares  of  Common  Stock  shall be  issued in
exchange,  conversion,  substitution  or  payment,  in whole  or in part,  for a
security of the Company other than Common Stock, any such issue shall be treated
as an issue of Common  Stock  covered by the  provisions  of  Subsection  (1) of
Section (f) hereof.

<PAGE>


                 REGISTRATION UNDER THE SECURITIES ACT OF 1933.

(1) If the Company shall  determine to proceed with the actual  preparation  and
filing of a  registration  statement  under the Act during the seven year period
commencing on the date hereof (the  "Registration  Rights Period") in connection
with the proposed  offer and sale of any of its  securities  by it or any of its
security holders (other than a registration  statement on Form S-4, S-8 or other
limited  purpose form),  then the Company will give 20 days prior written notice
of its  determination  to all record  holders of the Warrants and Warrant Shares
(the  "Holders").  Upon the written  request from any Holder,  the Company will,
except as herein provided,  cause all such Warrant Shares to be included in such
registration statement,  all to the extent requisite to permit the sale or other
disposition by the prospective  seller or sellers of the Warrant Shares to be so
registered;  provided,  further,  that nothing  herein shall prevent the Company
from, at any time, abandoning or delaying any registration.  If any registration
pursuant to this Section  j(1) shall be  underwritten  in whole or in part,  the
Company may require  that the Warrant  Shares  requested  for  inclusion  by the
Holders be included in the  underwriting on the same terms and conditions as the
securities otherwise being sold through the underwriters.  The obligation of the
Company under this Section j(1) is limited to two registration statements.

The Holder may, at its option, request the registration of the Warrant Shares in
a registration  statement made by the Company as  contemplated by Section (j)(1)
prior to the acquisition of the Warrant Shares upon exercise of the Warrants and
even though the holder has not given  notice of exercise  of the  Warrants.  The
Holder may  thereafter at its option,  exercise the Warrants at any time or from
time to time subsequent to the  effectiveness  under the Act of the registration
statement in which the Warrant Shares were included.

(2) At any time after the date  hereof,  the Holder  shall have the right on one
occasion  to demand the  registration  of all the  Warrant  Shares  held by such
Holder.  If the Holder makes such request,  the Company shall in accordance with
clause (3) below  register  the Warrant  Shares  within 90 days of such  request
under  the  Securities  Act of  1933,  as  amended,  and  thereafter  keep  such
registration  statement  continuously  effective until all securities registered
thereby  have been sold by the Holder.  If the  registration  statement  that is
required to be filed  hereunder is withdrawn  for any reason (which shall not in
any way diminish the  obligations of the Company under this Section (j)) before,
at or after  effectiveness,  if the Company shall fail to keep such registration
statement  current as required  hereby or if the Company  shall fail to register
all the Warrant Shares  requested to be  registered,  then the Holder shall have
one additional demand registration right hereunder.
<PAGE>


(3) Whenever  required  under this Agreement to effect the  registration  of any
Warrant Shares, the Company will:

     (A)  prepare  and  file  with  the SEC a  registration  statement,  use its
reasonable best efforts to cause such registration statement to become effective
and  thereafter  to file and if  appropriate,  cause to  become  effective  such
amendments to such  registration  statement and  supplements  to the  prospectus
contained  therein  as may be  necessary  to keep  such  registration  statement
effective;

     (B) furnish to the Holders  participating  in such  registration and to the
underwriters of the securities being registered such reasonable number of copies
of the registration statement, preliminary prospectus, final prospectus and such
other  documents  as such  underwriters  may  reasonably  request  in  order  to
facilitate the public offering of such securities;

     (C) use its best efforts to register or qualify the  securities  covered by
such registration statement under such state securities or blue sky laws of such
jurisdictions  as the Holders may  reasonably  request in writing within 20 days
following the original filing of such  registration  statement,  except that the
Company  shall not for any purpose be  required to execute a general  consent to
service of process or to qualify to do business as a foreign  corporation in any
jurisdiction wherein it is not so qualified or subject itself to taxation in any
such jurisdiction;

     (D) notify the Holders,  promptly after it shall receive notice thereof, of
the time when such  registration  statement has become effective or a supplement
to any prospectus forming a part of such registration statement has been filed;

     (E) notify the Holders  promptly of any request by the SEC for the amending
or supplementing of such registration  statement or prospectus or for additional
information;

     (F)  prepare  and file  with  the SEC,  promptly  upon the  request  of any
Holders,  any  amendments  or  supplements  to such  registration  statement  or
prospectus  which,  in the opinion of counsel for such Holders (and concurred in
by  counsel  for the  Company),  is  required  under  the Act or the  rules  and
regulations  thereunder in connection  with the  distribution of Common Stock by
such Holders;

     (G) prepare and promptly file with the SEC and promptly notify such Holders
of the filing of such amendment or supplement to such registration  statement or
prospectus as may be necessary to correct any statements or omissions if, at the
time when a prospectus  relating to such  securities is required to be delivered
under the Act,  any event  shall have  occurred  as the result of which any such
prospectus  or any other  prospectus  as then in effect would  include an untrue
statement  of a material  fact or omit to state any material  fact  necessary to
make the statements  therein,  in the light of the  circumstances  in which they
were made, not misleading;

     (H) advise the Holders,  promptly  after it shall receive  notice or obtain
knowledge  thereof,  of the issuance of any stop order by the SEC suspending the
effectiveness of such registration statement or the initiation or threatening of
any proceeding for that purpose and promptly use its best efforts to prevent the
issuance of any stop order or to obtain its withdrawal if such stop order should
be issued;

     (I) cause the  securities  of the  Holder  to be listed or  designated  for
trading  on such  securities  exchange  or  automated  quotation  system  as any
securities  of the same class of the Company are then listed or quoted or, if no
such listing or quotation then exists, as reasonably determined by the Company;

     (J)  make  documents,  files,  books,  records,  officers,   directors  and
employees  of the Company  available  to the Holder and  provided  the  Holder's
underwriters,  if any,  shall have agreed to be bound by the  provisions of this
clause  (J), to such  underwriters,  and make such other  accommodations  as are
reasonably  necessary for the Holder and the Holder's  underwriters,  if any, to
perform a due diligence review of the Company; provided,  however, that all such
information  ("Confidential  Information")  will  be kept  confidential  and not
utilized by Holder except as  contemplated  herein and except as required by law
or court order. The term "Confidential Information" does not include information
which (i) is already in possession of such other party (other than that which is
subject to another confidentiality  agreement), (ii) becomes generally available
to the public,  or (iii) becomes  available on a  non-confidential  basis from a
source other than the Company; and

     (K) provide such opinions, certifications,  indemnifications, and take such
other actions,  including,  without  limitation,  entering into such  agreements
(including underwriting agreements), as are reasonably required and appropriate,
to permit the Holder to make a public  offering of the Warrant Shares  requested
to be  registered.  The Company may require each Holder of Warrant  Shares as to
which  any  registration  is being  effected  to  furnish  to the  Company  such
information regarding the distribution of such Warrant Shares as the Company may
from time to time reasonably request in writing.

(4) All fees, costs and expenses of and incidental to the registrations pursuant
to Section  (j)(1) shall be borne by the Company,  provided,  however,  that the
Holders  shall  bear  their  pro rata  share of the  underwriting  discount  and
commissions and transfer taxes.  The fees, costs and expenses of registration to
be borne by the Company as provided above shall include, without limitation, all
registration,  filing, and NASD fees, printing expenses,  fees and disbursements
of counsel and accountants for the Company, and all legal fees and disbursements
and other  expenses of complying  with state  securities or blue sky laws of any
jurisdictions  in which the  securities to be offered are to be  registered  and
qualified  (except as provided  above).  Fees and  disbursements  of counsel and
accountants  for the Holders and any other expenses  incurred by the Holders not
expressly included above shall be borne by the Holders.

(5) The Company will  indemnify and hold harmless each Holder of Warrant  Shares
which are included in a  registration  statement  pursuant to the  provisions of
Section  (j)(1)  hereof,  its directors and officers,  and any  underwriter  (as
defined in the Act) for such Holder and each person,  if any, who controls  such
Holder or such underwriter within the meaning of the Act, from and against,  and
will reimburse such Holder and each such underwriter and controlling person with
respect to, any and all loss, damage,  liability, cost and expense to which such
Holder or any such  underwriter or  controlling  person may become subject under
the Act or otherwise,  insofar as such losses,  damages,  liabilities,  costs or
expenses are caused by any untrue  statement or alleged untrue  statement of any
material fact contained in such registration statement, any prospectus contained
therein or any  amendment or  supplement  thereto,  or arise out of or are based
upon the omission or alleged  omission to state therein a material fact required
to be stated  therein or necessary to make the statements  therein,  in light of
the  circumstances in which they were made, not misleading;  provided,  however,
that the Company will not be liable in any such case to the extent that any such
loss,  damage,  liability,  cost or expenses that is based solely upon an untrue
statement or alleged untrue statement or omission or alleged omission so made in
conformity  with  information  about  such  Holder,  such  underwriter  or  such
controlling   person  furnished  by  such  Holder,   such  underwriter  or  such
controlling person in writing specifically for use in the preparation thereof.

(6) Each Holder of Warrant  Shares  included in a  registration  pursuant to the
provisions  of Section  (j)(1)  hereof  will  indemnify  and hold  harmless  the
Company, its directors and officers,  any controlling person and any underwriter
from and against,  and will  reimburse the Company,  its directors and officers,
any controlling  person and any  underwriter  with respect to, any and all loss,
damage,  liability,  cost or  expense to which the  Company  or any  controlling
person  and/or any  underwriter  may become  subject under the Act or otherwise,
insofar as such losses,  damages,  liabilities,  costs or expenses are caused by
any untrue  statement or alleged untrue statement of any material fact contained
in  such  registration  statement,  any  prospectus  contained  therein  or  any
amendment  or  supplement  thereto,  or are based  solely  upon the  omission or
alleged  omission to state therein a material fact required to be stated therein
or necessary to make the statements  therein,  in light of the  circumstances in
which they were made, not  misleading,  in each case to the extent,  but only to
the extent,  that such untrue  statement or alleged untrue statement or omission
or alleged  omission was so made in reliance upon and in strict  conformity with
written  information  about such Holder furnished by or on behalf of such Holder
specifically for use in the preparation thereof.

(7) Promptly after receipt by an indemnified party pursuant to the provisions of
Sections (j)(5) or (j)(6) of notice of the  commencement of any action involving
the subject matter of the foregoing indemnity  provisions such indemnified party
will, if a claim thereof is to be made against the  indemnifying  party pursuant
to the  provisions  of said  Sections  (j)(5) or  (j)(6),  promptly  notify  the
indemnifying  party of the commencement  thereof;  but the omission to so notify
the indemnifying  party will not relieve it from any liability which it may have
to any indemnified  party except to the extent that the  indemnifying  party has
been materially  prejudiced  thereby or otherwise than  hereunder.  In case such
action is brought against any indemnified party and it notifies the indemnifying
party of the commencement  thereof,  the indemnifying party shall have the right
to participate  in, and, to the extent that it may wish,  jointly with any other
indemnifying  party  similarly  notified,  to assume the defense  thereof,  with
counsel  satisfactory to such indemnified party,  provided,  however, if counsel
for  the  indemnified  party  concludes  that  a  single  counsel  cannot  under
applicable  legal and ethical  considerations,  represent both the  indemnifying
party and the indemnified party, the indemnified party or parties have the right
to select  separate  counsel to  participate  in the  defense of such  action on
behalf of such indemnified party or parties.  After notice from the indemnifying
party to such  indemnified  party  of its  election  so to  assume  the  defense
thereof,  the indemnifying  party will not be liable to such  indemnified  party
pursuant to the  provisions of said  Sections  (j)(5) or (j)(6) for any legal or
other expense subsequently incurred by such indemnified party in connection with
the defense thereof other than reasonable costs of investigation, unless (i) the
indemnified  party shall have employed counsel in accordance with the provisions
of the preceding  sentence,  (ii) the indemnifying party shall not have employed
counsel satisfactory to the indemnified party to represent the indemnified party
within a reasonable  time after the notice of the  commencement of the action or
(iii) the  indemnifying  party has  authorized the employment of counsel for the
indemnified  party at the expense of the  indemnifying  party.  No  indemnifying
party  under this  Agreement  will enter into any  settlement  or consent to any
entry of judgment  which does not include as an  unconditional  term thereof the
giving by the claimant or plaintiff to the  indemnified  party of a release from
all liability in respect of such claim or litigation.

(8) If the indemnification provided for in this Section (j)(5) or (j)(6) is held
by a court of competent  jurisdiction to be unavailable to an indemnified  party
or is insufficient  to indemnify an indemnified  party with respect to any loss,
liability,  claim, damage, or expense referred to therein, then the indemnifying
party,  in  lieu  of  or in  addition  to,  as  appropriate,  indemnifying  such
indemnified  party  hereunder,  will contribute to the amount paid or payable by
such indemnified party as a result of such loss,  liability,  claim,  damage, or
expense in such  proportion as is  appropriate  to reflect the relative fault of
the indemnifying party on the one hand and of the indemnified party on the other
in  connection  with the  statements  or omissions  that  resulted in such loss,
liability,  claim,  damage,  or expense as well as any other relevant  equitable
considerations.  The  relative  fault  of  the  indemnifying  party  and  of the
indemnified  party will be  determined  by  reference  to,  among other  things,
whether  the  untrue or  alleged  untrue  statement  of a  material  fact or the
omission  to state a  material  fact  relates  to  information  supplied  by the
indemnifying party or by the indemnified party and the parties' relative intent,
knowledge,  access to  information,  and  opportunity to correct or prevent such
statement  or  omission.  The  obligation  of the Holder to make a  contribution
pursuant to this Section (j)(8) shall be limited to the net proceeds received by
the Holder from the sale of the Warrant Shares sold by it, less any amounts paid
pursuant to Section (j)(6).

(9) The  obligations  of the Company and the Holder  under this Section (j) will
survive the  completion  of any offering of Warrant  Shares in the  registration
statement under this Agreement, and otherwise.

IN WITNESS WHEREOF, IFS INTERNATIONAL  HOLDINGS,  INC. has executed this Warrant
on the date set forth below.

       IFS INTERNATIONAL HOLDINGS, INC.

       By:

       Dated: February   , 2000



<PAGE>


                                  PURCHASE FORM

Dated
-----------------------------------------------------------------------

The undersigned  hereby irrevocably elects to exercise the within Warrant to the
extent of  purchasing  shares of Common  Stock and  hereby  makes  payment of in
payment of the actual exercise price thereof.

                     INSTRUCTIONS FOR REGISTRATION OF STOCK

Name

(Please typewrite or print in block letters)

Address

Signature


<PAGE>


                                 ASSIGNMENT FORM

FOR VALUE RECEIVED,  hereby sells, assigns and transfers unto

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

Name

(Please typewrite or print in block letters)


Address

the right to purchase Common Stock  represented by this Warrant to the extent of
shares  as to which  such  right is  exercisable  and  does  hereby  irrevocably
constitute  and  appoint  Attorney,  to  transfer  the same on the  books of the
Company with full power of substitution in the premises.

Date

Signature